ALLIANZ LIFE VARIABLE ACCOUNT B
N-4 EL/A, 1996-12-13
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                                                    File Nos.   333-06709    
                                                                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.     1                             (X)
            Post-Effective  Amendment No.                                  ( )

REGISTRATION  STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
            Amendment  No. 28                                              (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

Approximate  Date  of  Proposed  Public  Offering:
     As  soon  as  practicable  after  the  effective  date  of  this  Filing.

Calculation  of  Registration  Fee  under  the  Securities Act of 1933: $500 -
Registrant  is  registering  an  indefinite  number  of  securities  under the
Securities  Act  of  1933  pursuant  to  Investment  Company  Act  Rule 24f-2.
=============================================================================
The  Registrant  hereby  amends  this  Registration  Statement on such date or
dates  as  may  be necessary to delay its effective date until the Registrant 
shall  file  a  further  amendment  which  specifically  states  that  this
Registration  Statement  shall thereafter  become effective in accordance with
Section  8(a)  of  the  Securities  Act  of  1933  or  until the Registration 
Statement    shall  become  effective  on such date as the Commission,  acting
pursuant  to  said  Section  8(a),  may  determine.


                            CROSS REFERENCE SHEET
                            (Required by Rule 495)

<TABLE>
<CAPTION>
<S>       <C>                                            <C>
Item No.                                                 Location
- --------                                                 -----------------------

          PART A

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

Item 2.   Definitions .  . . . . . . . . . . . . . . .       Index of Terms    

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

Item 4.   Condensed Financial Information. . . . . . .   Not Applicable

Item 5.   General Description of Registrant, Depositor,
          and Portfolio Companies. . . . . . . . . . .   The Separate Account,
                                                         Allianz Life,
                                                         Investment Options    

Item 6.   Deductions. . . . . . . . .. . . . . . . . .   Expenses    

Item 7.   General Description of Variable
          Annuity Contracts . . . . . . . . . . . . . .   The Valuemark IV
                                                         Variable Annuity
                                                         Contract    

Item 8.   Annuity Period. . .. . . . . . . . . . . . .   Annuity Payments
                                                          (The Income Phase)    

Item 9.   Death Benefit. . . . . . . . . . . . . . . .    Death Benefit    

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

Item 11.  Redemptions. . . . . . . . . . . . . . . . .   Access to Your Money    

Item 12.  Taxes. . . . . . . . . . . . . . . . . . . .     Taxes    

Item 13.  Legal Proceedings. . . . . . . . . . . . . .     None    

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




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

<TABLE>
<CAPTION>
<S>       <C>                                          <C>
Item No.                                               Location
- --------                                               --------------------

          PART B

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

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

Item 17.  General Information and History. . . . . .   Insurance 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.



                                    PART A

               PROFILE OF THE VALUEMARK IV VARIABLE ANNUITY CONTRACT    

                             _____________ , 1996

This Profile is a summary of some of the more important points that you should
consider and know before purchasing the Valuemark IV Variable Annuity Contract
with  a  fixed  account  option.  The  Contract is more fully described in the
prospectus  which  accompanies  this  Profile.  Please  read  the  prospectus
carefully.
   
1.  THE  VALUEMARK IV VARIABLE ANNUITY CONTRACT. The variable annuity contract
with a fixed account option offered by Allianz Life is a contract between you,
the  owner,  and Allianz Life Insurance Company of North America, an insurance
company.  The  Contract provides a means for investing on a tax-deferred basis
in 23 funds of Franklin Valuemark Funds, a series fund, and a fixed account of
Allianz  Life.  The  Contract  is  intended  for  retirement  savings or other
long-term  investment purposes and provides for a death benefit and guaranteed
annuity  income  options.    

The  Contract  has 24 investment options. There are 23 funds which are managed
by  professional money managers. A list of the available funds is contained in
Section 4. Depending upon market conditions, you can make or lose money in the
funds.

The  fixed account offers an interest rate that is guaranteed by Allianz Life.
The  interest  rate is set monthly and is guaranteed for 12 months. While your
money  is  in  the fixed account, the interest your money will earn as well as
your  principal  is  guaranteed  by  Allianz  Life.
   
Allianz  Life  reserves  the  right to limit the number of funds which you may
invest in at any one time (now or in the future).  Currently, you can put your
money  in  10 investment options (which includes any of the 23 funds listed in
Section  4  and  the  Allianz  Life  fixed  account).    

Like  all  deferred  annuity  contracts,  your  Contract  has  two phases: the
accumulation  phase  and the income phase. During the accumulation phase, your
earnings  accumulate  on  a tax-deferred basis and are based on the investment
performance of the fund(s) you selected and/or the interest rate earned on the
money  you  have  in  the  fixed  account.  During the accumulation phase, the
earnings  are  taxed  as  income  only when you make a withdrawal.  The income
phase occurs when you begin receiving regular payments from your Contract. The
amount of the payments you may receive during the income phase depends in part
upon  the  amount  of money you are able to accumulate in your Contract during
the  accumulation  phase.

2.  ANNUITY  PAYMENTS  (THE  INCOME  PHASE).   You can receive monthly annuity
payments  from your Contract by selecting one of the following annuity options
(all of these options assume you  are    the owner     and the annuitant): (1)
payments  for  your  life;  (2)  payments for your life, but if you die before
payments  have been made for the guaranteed period you selected, payments will
continue  for  the  remainder of the guaranteed period (5,10, 15 or 20 years);
(3)  payments  during the joint lifetime of you and the joint annuitant - when
either  of  you die, payments will continue as long as the survivor lives; (4)
payments  during the joint lifetime of you and the joint annuitant, but if you
or  the  joint annuitant die before payments have been made for the guaranteed
period  you  selected,  payments  will  continue  for  the  remainder  of  the
guaranteed  period  (5, 10, 15 or 20 years); and (5) payments during your life
ending  with the last payment due prior to your death with a guarantee that at
your death Allianz Life will make a refund to your beneficiary. Once you begin
receiving regular payments, you cannot change your annuity option or surrender
your  contract.
During  the  income phase, you have the same investment choices you had during
the  accumulation  phase.  You can choose to have payments come from the fixed
account,  the  funds or both.  If you choose to have any part of your payments
come  from  the funds, the dollar amount of your annuity payments may go up or
down,  depending  on  the  investment  performance.

3.  PURCHASE.    You  can  buy  the  Contract  with  $5,000 or more under most
circumstances.  You  can  add  $250  or  more  any  time  you  like during the
accumulation  phase.   You and the annuitant cannot be older than 85 years old
at  the  time  you  buy  the  Contract.

4.INVESTMENT OPTIONS.  You may invest in the Allianz Life fixed account or the
following  funds  of  Franklin  Valuemark  Funds:

FUND  SEEKING  STABILITY  OF  PRINCIPAL  AND  INCOME:
Money  Market

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

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

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

The  funds  are  fully  described  in  the  attached  prospectus  for Franklin
Valuemark  Funds.  You  can  make  or  lose money in the funds, depending upon
market  conditions.

5.    EXPENSES.   The Contract has insurance features and investment features,
and  there  are  costs  related  to  each.

The  annual  insurance  charges total 1.49% of the average daily value of your
Contract  allocated  to the funds during the accumulation period (1.40% during
the income period).  Each year Allianz Life deducts a $30 contract maintenance
charge  from  your Contract.  Allianz Life currently waives this charge if the
cumulative value of all your Valuemark IV Contracts    (registered with the 
same social security number)     are at least $50,000. There are also annual
fund charges which range from .40% to 1.41% of the average daily value of the
funds depending  upon  the  fund(s)  you  invest  in.

You can transfer between accounts up to 12 times a year without charge.  After
12  transfers, the charge is $25 or 2% of the amount transferred, whichever is
less.

If  you  make  a  withdrawal  from  the  Contract,  Allianz  Life may assess a
contingent deferred sales charge (withdrawal charge). The amount of the charge
depends  upon  how  long  Allianz  Life  has  had your payment. The charge is:

<TABLE>
<CAPTION>
<S>                                            <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
Number of     complete     years from receipt   0   1   2   3   4   5   6   7 or more 

Contingent Deferred Sales Charge
   (as a percentage of purchase payments)       6%  6%  6%  5%  4%  3%  2%          0%
</TABLE>


   
Under  certain  circumstances,  after the first year, Allianz Life will permit
you  to  access  your  money  in  the  Contract without deducting a contingent
deferred  sales charge: 1) if you become confined to a nursing home; 2) if you
become  terminally  ill;  or  3)  if  you  become  disabled.  Also, if you are
unemployed  for  at  least  90  days, you can take up to 50% of your money out
without incurring a contingent deferred sales charge. These options may not be
available  in  all  states.

Allianz  Life  will assess a state premium tax charge which ranges from 0-3.5%
(depending  upon  the state) when you die, start receiving annuity payments or
make  a  complete  withdrawal.
    
We  have  provided  the  following chart to help you understand the charges in
your  Contract.   The column "Total Annual Charges" shows the total of the $30
contract  maintenance charge (which is represented as .10% below),  the 1.49% 
insurance  charges  and the total annual fund charges for each fund.  The next
two  columns  show  you two examples of the charges, in dollars, you would pay
under  a  Contract. The examples assume that you invested $1,000 in a Contract
which  earns  5% annually and that you withdraw your money:  (1) at the end of
year  1,  and  (2) at the end of year 10. For year 1, the Total Annual Charges
are assessed as well as the contingent deferred sales charge. For year 10, the
Total  Annual  Charges are assessed but no contingent deferred sales charge is
deducted. The premium tax is assumed to be 0% in both examples. These are just
examples.  Future  expenses  may  be  higher  or  lower  than  those  shown.

<TABLE>
<CAPTION>
EXAMPLES:
<S>                                  <C>         <C>           <C>       <C>         <C>
                                     Total       Total         Total     Expenses    Expenses
                                     Insurance   Annual Fund   Annual    at end of   at end of
Fund                                 Charges     Charges       Charges       1 Year    10 Years
- -----------------------------------  ----------  ------------  --------  ----------  ----------

Money Market                              1.59%          .53%     2.12%  $       82  $      245

High Income                               1.59%          .56%     2.15%  $       82  $      248

Templeton Global Income Securities        1.59%          .64%     2.23%  $       83  $      256

The U.S. Government Securities            1.59%          .52%     2.11%  $       81  $      244

Zero Coupon 2000                          1.59%          .40%     1.99%  $       80  $      231

Zero Coupon 2005                          1.59%          .40%     1.99%  $       80  $      231

Zero Coupon 2010                          1.59%          .40%     1.99%  $       80  $      231

Growth and Income                         1.59%          .52%     2.11%  $       81  $      244

Income Securities                         1.59%          .51%     2.10%  $       81  $      243

Mutual Shares Securities                  1.59%          .85%     2.44%  $       85  $      278

Real Estate Securities                    1.59%          .59%     2.18%  $       82  $      251

Rising Dividends                          1.59%          .78%     2.37   $       84  $      271

Templeton Global Asset Allocation         1.59%          .90%     2.49%  $       85  $      283

Utility Equity                            1.59%          .50%     2.09%  $       81  $      242

Capital Growth                            1.59%          .79%     2.38%  $       84  $      272

Mutual Discovery Securities               1.59%         1.05%     2.64%  $       87  $      298

Precious Metals                           1.59%          .66%     2.25%  $       83  $      258

Small Cap                                 1.59%          .90%     2.49%  $       85  $      283

Templeton Developing Markets Equity       1.59%         1.41%     3.00%  $       90  $      332

Templeton Global Growth                   1.59%          .97%     2.56%  $       86  $      290

Templeton International Equity            1.59%          .92%     2.51%  $       85  $      285

Templeton International Smaller
   Companies                              1.59%         1.10%     2.69%  $       87  $      302

Templeton Pacific Growth                  1.59%         1.01%     2.60%  $       86  $      294    
</TABLE>



The  charges  for the newly formed funds have been estimated.  The charges for
some  of  the  funds  reflect  expense  reimbursement  and/or  fee  waiver
arrangements.  For  more  detailed  information,  see  the  Fee  Table  in the
prospectus  for  the  Contract.
   
6.  TAXES. Your earnings are not taxed until you take them out. In most cases,
if you take money out, earnings come out first and are taxed as income. If you
are  younger  than  59      when  you take money out, you may be charged a 10%
federal  tax  penalty  on  the  taxable amounts withdrawn. Payments during the
income phase are considered  partly a return of your original investment. That
part  of  each  payment  is  not  taxable  as  income.  If  the  Contract  is
tax-qualified,  the  entire  payment  may  be  taxable.

7.  ACCESS  TO  YOUR  MONEY.  You may make a withdrawal at any time during the
accumulation  phase. Any partial withdrawal must be for at least $500. You may
request  a  withdrawal  or  elect the Systematic Withdrawal Program or Minimum
Distribution  Program  which  are  briefly  described  in  Section  10 of this
Profile. After the first year, you can make multiple withdrawals up to a total
of  15%  of  the  value of your Contract each year without charge from Allianz
Life.  Withdrawals  in  excess  of that amount will be subject to a contingent
deferred  sales  charge.    After  Allianz Life has had a payment for 7 years,
there  is  no  charge  for  withdrawals. Each purchase payment you add to your
Contract has its own 7 year charge period. Of course, you may also have to pay
income  tax  and  a  tax  penalty  on  any  money  you  take  out.
    
8.  PERFORMANCE  OF THE FUNDS.  The value of the Contract will vary up or down
depending  upon  the performance of the fund(s) you choose. From time to time,
Allianz  Life may advertise total return figures for each fund. As of the date
of  this  prospectus,  the  sale of the Contracts has not begun. Therefore, no
performance  is  presented  here.

9.  DEATH  BENEFIT.   If you die during the accumulation phase, the person you
have  selected  as  your  beneficiary will receive a death benefit. This death
benefit  will  be  the greater of: 1) the current value of your Contract, less
any  taxes,  on  the  day  all  claims  proofs  and payment election forms are
received  by  Allianz  Life  at  the  Valuemark  Service  Center;  or  2)  (if
applicable)  the  guaranteed  minimum death benefit, less any taxes, as of the
day  you  die.  During the first year, the guaranteed minimum death benefit is
equal to the payments you have made, less any money you have taken out and any
charges paid on the money you have taken out.  After the first year and before
your  76th  birthday,  the  guaranteed minimum death benefit as of the date of
death  is  the  greater of: A) payments you have made, less any money you have
taken  out  and  charges paid on the money you have taken out, increased by 5%
per  year  on  each  Contract  anniversary;  or B) the highest of the Contract
values for each six year Contract anniversary determined by the Contract value
on  such six year anniversary plus any payments made, less any money taken out
since  that Contract anniversary, and charges paid on the money you have taken
out.  Different  rules  will  apply  after  your  76th  birthday.

10.    OTHER  INFORMATION.

     Free  Look.  If you cancel the Contract within 10 days after receiving it
(or  whatever  period is required in your state), we will send your money back
without  assessing  a  contingent  deferred  sales  charge.  You  will receive
whatever  your Contract is worth on the day we receive your request.  This may
be  more  or  less  than  your  original payment. (Some states require that we
return  your  payment.)

     No  Probate.   In most cases, when you die, your beneficiary will receive
the  death  benefit  without  going  through  probate.

     Who  should  purchase  the  Contract?   The Valuemark IV Variable Annuity
Contract is designed for people seeking long-term tax-deferred accumulation of
assets,  generally  for  retirement  or  other  long-term  purposes.    The
tax-deferred  feature  is  most attractive to people in high federal and state
tax  brackets.    You  should  not  buy this Contract if you are looking for a
short-term  investment  or  if you cannot accept the risk of getting back less
money  than  you  put  in.

     Additional  Features.   The Contract offers additional features which you
might  be  interested  in.  These  include:
   
     Automatic Investment Plan - You can automatically add to your Contract on
a  monthly  or quarterly basis for as little as $100 by electronic transfer of
funds  from  your  savings  or  checking  account.

      Dollar Cost Averaging Program - You can arrange to have a regular amount
of money automatically transferred to selected funds each month, theoretically
giving  you  a  lower  average  cost per unit over time than a single one time
purchase.  However,  there  are  no  guarantees  that  this  will  take place.
    
      Flexible  Rebalancing  -  Allianz  Life will automatically readjust your
money  among the funds to maintain your specified allocation mix.  This can be
done  quarterly,  semi-annually  or  annually.

      Systematic  Withdrawal  Program  -  You  can elect to receive monthly or
quarterly  payments  from  Allianz  Life  while  your  Contract  is  in  the
accumulation  phase.  Of  course,  you  may have to pay taxes on the money you
receive.

     Minimum  Distribution Program - You can arrange to have money sent to you
each  month  or  quarter  to  meet  certain required distribution requirements
imposed  by  the  Internal  Revenue  Code.

These  features  are  not  available in all states and may not be suitable for
your  particular  situation.

11.    INQUIRIES.   If you have any questions about your Contract or need more
information,  please  contact  us  at:

                    Valuemark  Service  Center
                    300  Berwyn  Park
                    P.O.  Box  3031
                    Berwyn,  PA  19312-0031
                    (800)  624-0197


                     THE VALUEMARK IV VARIABLE ANNUITY CONTRACT    

                                  ISSUED BY

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



This  prospectus  describes  the Valuemark IV Variable Annuity Contract with a
fixed  account  option  offered  by  Allianz  Life  Insurance Company of North
America  (Allianz  Life).
   
The  annuity  has  24  investment options - the 23 funds of Franklin Valuemark
Funds  which are listed below and a fixed account option of Allianz Life.  You
can  put  your money in 10 investment options (which includes any of the funds
listed below and the fixed account). The fixed account may not be available in
your  state.
    
FUND  SEEKING  STABILITY  OF  PRINCIPAL  AND  INCOME
Money  Market

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

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

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

Please read this prospectus before investing and keep it for future reference.
It  contains  important  information  about  the Valuemark IV Variable Annuity
Contract  with  a  fixed  account  option.

To learn more about the annuity offered by this prospectus, you can obtain  a 
copy  of  the  Statement of Additional Information (SAI) dated _______, 1996. 
The  SAI has been filed with the Securities and Exchange Commission (SEC) and 
is  incorporated  by  reference into this prospectus. The Table of Contents of
the  SAI is on Page __ of this prospectus. For a free copy of the SAI, call us
at (800) 342-3863 or write us at: 1750 Hennepin Avenue, Minneapolis, Minnesota
55403-2195.

INVESTMENT  IN  A VARIABLE ANNUITY CONTRACT IS SUBJECT TO RISKS, INCLUDING THE
POSSIBLE  LOSS OF PRINCIPAL. 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.

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.

________________,  1996


                              TABLE OF CONTENTS

                                                                          PAGE

INDEX  OF  TERMS

FEE  TABLE

1.    THE  VALUEMARK  IV  VARIABLE  ANNUITY  CONTRACT
Contract  Owner
Joint  Owner
Annuitant
Assignment

2.    ANNUITY  PAYMENTS  (THE  INCOME  PHASE)
ANNUITY  OPTIONS

3.  PURCHASE
Purchase  Payments
Automatic  Investment  Plan
Allocation  of  Purchase  Payments
Free  Look
Accumulation  Units

4.  INVESTMENT  OPTIONS
Transfers
Dollar  Cost  Averaging  Program
Flexible  Rebalancing
Voting  Rights
Substitution

5.  EXPENSES
Insurance  Charges
Mortality  and  Expense  Risk  Charge
Administrative  Charge
Contract  Maintenance  Charge
Contingent  Deferred  Sales  Charge
Waiver  of  Contingent  Deferred  Sales  Charge  Benefits
Reduction  or  Elimination  of  the  Contingent  Deferred  Sales  Charge
Transfer  Fee
Premium  Taxes
Income  Taxes
Fund  Expenses

6.  TAXES
Annuity  Contracts  in  General
Qualified  and  Non-Qualified  Contracts
Withdrawals  -  Non-Qualified  Contracts
Withdrawals  -  Qualified  Contracts
Withdrawals  -  Tax-Sheltered  Annuities
Diversification

7.  ACCESS  TO  YOUR  MONEY
Systematic  Withdrawal  Program
Minimum  Distribution  Program
Suspension  of  Payments  or  Transfers

8.  PERFORMANCE

9.  DEATH  BENEFIT
Upon  Your  Death
Death  of  Annuitant

10.  OTHER  INFORMATION
Allianz  Life
The  Separate  Account
Distribution
Administration
Financial  Statements

APPENDIX

TABLE  OF  CONTENTS  OF  THE  STATEMENT  OF  ADDITIONAL  INFORMATION



                                INDEX OF TERMS


We  have  tried to make this prospectus as understandable for you as possible.
Below  is  a list of some of the technical terms used in this prospectus. They
are  identified in the prospectus in italics. The page that is indicated below
is  where  you  will  find  the  definition  for  the  word  or  term.
                                                                          Page
Accumulation  Phase.......................................................
Accumulation  Unit........................................................
Annuitant................................................................  
Annuity  Options..........................................................
Annuity  Payments.........................................................
Annuity  Unit.............................................................
Beneficiary..............................................................
Contract  Owner...........................................................
Fixed  Account............................................................
Funds....................................................................
Income  Date..............................................................
Income  Phase.............................................................
Joint  Owner..............................................................
Non-Qualified............................................................  
Purchase  Payment.........................................................
Qualified................................................................
Tax  Deferral.............................................................


                                  FEE TABLE

Contract  Owner  Transaction  Fees

Contingent  Deferred  Sales  Charge*
(as  a  percentage  of  purchase  payments)

<TABLE>
<CAPTION>
<S>                                      <C>                                       <C>
                                         Number of Complete Years From Receipt     Charge
                                         ----------------------------------------  -------

                                                                               0        6%
                                                                               1        6%
                                                                               2        6%
                                                                               3        5%
                                                                               4        4%
                                                                               5        3%
                                                                               6        2%
                                                                 7 years or more        0%

Transfer Fee                             First 12 transfers in a Contract year
                                         are free. Thereafter, the fee is $25
                                         (or 2% of the amount transferred, if
                                         less). Dollar Cost Averaging transfers
                                         and Flexible Rebalancing transfers are
                                         not counted.

   Contract Maintenance Charge **          30 per Contract per year

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

    Mortality and Expense Risk Charge***                                    1.34%

Administrative Charge                                                        .15%
                                         ----------------------------------------         

Total Separate Account Annual Expenses                                      1.49%
<FN>

   
*    Each year after the first contract year, you may make multiple partial withdrawals of
up to a total of 15% of the value of your contract and no contingent deferred sales charge
will  be  assessed.    See  Section  7  -  Access  to  Your  Money for additional options.

** During the accumulation phase, the charge is waived if the value of your contract is at
least  $50,000.  If  you own more than one Valuemark IV Contract (registered with the same
social  security  number), we will determine the total value of all your Contracts. If the
total  value  of  all  your  contracts  is  at  least  $50,000,  the  charge  is  waived.

***  The  Mortality  and  Expense  Risk  Charge  is  1.25%  during  the income phase.    
</TABLE>





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

The  Management  Fees  for  each fund are based on a percentage of that fund's
assets  under management.  See the prospectus for Franklin Valuemark Funds for
more  information.
   
The  "Management and Fund Administration Fees" below are the amounts that were
paid to the Managers and Fund Administrators 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.    

<TABLE>
<CAPTION>
<S>                                          <C>              <C>               <C>
                                                Management       Other
                                             and Fund         Expenses (after   Total
                                             Administration   expense           Annual
                                             Fees(1/)         reductions)       Expenses

Money Market Fund (2/)                                  .51%              .02%       .53%

High Income Fund                                        .53%              .03%       .56%

Templeton Global Income
 Securities Fund (3/)                                   .55%              .09%       .64%

The U.S. Government Securities Fund                     .49%              .03%       .52%

Zero Coupon Fund-2000 (4/)                              .37%              .03%       .40%

Zero Coupon Fund-2005 (4/)                              .37%              .03%       .40%

Zero Coupon Fund-2010 (4/)                              .37%              .03%       .40%

Growth and Income Fund                                  .49%              .03%       .52%

Income Securities Fund                                  .47%              .04%       .51%

Mutual Shares Securities Fund (5/)                      .75%              .10%       .85%

Real Estate Securities Fund                             .56%              .03%       .59%

Rising Dividends Fund                                   .75%              .03%       .78%

Templeton Global Asset Allocation Fund (5/)             .80%              .10%       .90%

Utility Equity Fund                                     .47%              .03%       .50%

Capital Growth Fund (5/)                                .75%              .04%       .79%

Mutual Discovery Securities Fund (5/)                   .95%              .10%      1.05%
    
Precious Metals Fund                                    .61%              .05%       .66%

Small Cap Fund (5/)                                     .75%              .15%       .90%

Templeton Developing Markets Equity Fund               1.25%              .16%      1.41%

Templeton Global Growth Fund                            .93%              .04%       .97%

Templeton International Equity Fund                     .83%              .09%       .92%

Templeton International Smaller Companies
 Fund (5/)                                             1.00%              .10%      1.10%

Templeton Pacific Growth Fund                           .90%              .11%      1.01%
<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 Shares
Securities  Fund  and  the  Mutual Discovery Securities Fund; other funds pay for similar
services  indirectly  through  the  Management  Fee.  See  the  Franklin  Valuemark Funds
prospectus  for  further  information  regarding  these  fees.    

     2/    Franklin Advisers, Inc. agreed to waive a portion of its Management Fee and to
pay  certain  expenses  of  the Money Market Fund during 1995. It is currently continuing
this  arrangement  in  1996.  This  arrangement  may be terminated at any time. With this
reduction,  the fund's total annual expenses for 1995 were 0.40% of the average daily net
assets  of  the  fund.

     3/  Prior  to  May 1, 1996, the Templeton Global Income Securities Fund was known as
the  Global  Income  Fund.

     4/  Although not obligated to, Franklin Advisers, Inc. has agreed to waive a portion
of its Management Fees and to pay certain expenses of the three Zero Coupon Funds through
at  least  December 31, 1996 so that the total expenses of the Zero Coupon Funds will not
exceed  0.40%  of  each  fund's net assets. Absent the management fee waivers and expense
payments,  for the year ended December 31, 1995, the Total Annual Expenses and Management
and  Fund Administration Fees would have been as follows: Zero Coupon Fund-2000, .63% and
 .60%;  Zero  Coupon  Fund-2005, .66% and .63%; and Zero Coupon Fund- 2010, .66% and .63%.
   
     5/  The  Templeton Global Asset Allocation Fund began operations on May 1, 1995; the
Small  Cap  Fund  began  operations on November 1, 1995; the Capital Growth and Templeton
International  Smaller  Companies  Funds  began operations on May 1, 1996; and the Mutual
Shares  Securities  and Mutual Discovery Securities Funds began operations on November 8,
1996.  The  expenses  shown  above  for  these  funds  are  therefore estimated for 1996.
    
</TABLE>


The  purpose  of  this  Fee  Table  is to show you the expenses you will incur
directly  or  indirectly with the contract. The Fee Table reflects expenses of
the  Separate  Account  as well as the funds. The examples below should not be
considered a representation of past or future expenses. Actual expenses may be
greater  or  less  than  those  shown.  The $30 contract maintenance charge is
included  in  the  Examples  as  a  prorated  charge  of $1. Since the average
contract  account size is greater than $1,000, the contract maintenance charge
is  reduced  accordingly.  Premium  taxes  are  not  reflected in the tables. 
Premium  taxes may apply. For additional information, see Section 5 - Expenses
and  the  Franklin  Valuemark  Funds  prospectus.


EXAMPLES

You  will  pay  the  following  expenses on a $1,000 investment, assuming a 5%
annual  return on your money if you surrender your Contract at the end of each
time  period:

<TABLE>
<CAPTION>
<S>                                        <C>    <C>     <C>     <C>
                                               1       3       5      10
                                           Year   Years   Years   Years
   
Money Market Fund                          $  82  $  117  $  148  $  245

High Income Fund                           $  82  $  118  $  149  $  248

Templeton Global Income Securities Fund    $  83  $  121  $  153  $  256

The U.S. Government Securities Fund        $  81  $  117  $  147  $  244

Zero Coupon Fund-2000#                     $  80  $  113  $  141  $  231

Zero Coupon Fund-2005#                     $  80  $  113  $  141  $  231

Zero Coupon Fund-2010#                     $  80  $  113  $  141  $  231

Growth and Income Fund                     $  81  $  117  $  147  $  244

Income Securities Fund                     $  81  $  117  $  147  $  243

Mutual Shares Securities Fund **           $  85  $  127

Real Estate Securities Fund                $  82  $  119  $  151  $  251

Rising Dividends Fund                      $  84  $  125  $  161  $  271

Templeton Global Asset Allocation Fund**   $  85  $  129  $  167  $  283

Utility Equity Fund                        $  81  $  116  $  146  $  242

Capital Growth Fund**                      $  84  $  125  $  161  $  272

Mutual Discovery Securities **             $  87  $  133

Precious Metals Fund                       $  83  $  121  $  154  $  258

Small Cap Fund**                           $  85  $  129  $  167  $  283

Templeton Developing Markets Equity Fund   $  90  $  144  $  192  $  332

Templeton Global Growth Fund               $  86  $  131  $  170  $  290

Templeton International Equity Fund        $  85  $  129  $  168  $  285

Templeton International Smaller Companies
   Fund**                                  $  87  $  135  $  177  $  302

Templeton Pacific Growth Fund              $  86  $  132  $  172  $  294
</TABLE>



 **      Estimated
  #      Calculated  with  waiver  of  fees  and  reimbursement  of  expenses



You  would  pay  the  following expenses on a $1,000 investment, assuming a 5%
annual  return  on  your  money  if  your  contract  is  not surrendered or is
annuitized:

<TABLE>
<CAPTION>
<S>                                        <C>    <C>     <C>     <C>
                                               1       3       5      10
                                           Year   Years   Years   Years

Money Market Fund                          $  22  $   66  $  114  $  245

High Income Fund                           $  22  $   67  $  115  $  248

Templeton Global Income Securities Fund    $  23  $   70  $  119  $  256

The U.S. Government Securities Fund        $  22  $   66  $  113  $  244

Zero Coupon Fund-2000#                     $  20  $   62  $  107  $  231

Zero Coupon Fund-2005#                     $  20  $   62  $  107  $  231

Zero Coupon Fund-2010#                     $  20  $   62  $  107  $  231

Growth and Income Fund                     $  21  $   66  $  113  $  244

Income Securities Fund                     $  21  $   66  $  113  $  243

Mutual Shares Securities Fund**            $  25  $   76

Real Estate Securities Fund                $  22  $   68  $  117  $  251

Rising Dividends Fund                      $  24  $   74  $  127  $  271

Templeton Global Asset Allocation Fund**   $  25  $   78  $  133  $  283

Utility Equity Fund                        $  21  $   65  $  112  $  242

Capital Growth Fund**                      $  24  $   74  $  127  $  272

Mutual Discovery Securities Fund**         $  27  $   82

Precious Metals Fund                       $  23  $   70  $  120  $  258

Small Cap Fund**                           $  25  $   78  $  133  $  283

Templeton Developing Markets Equity Fund   $  30  $   93  $  158  $  332

Templeton Global Growth Fund               $  26  $   80  $  136  $  290

Templeton International Equity Fund        $  25  $   78  $  134  $  285

Templeton International Smaller Companies
   Fund**                                  $  27  $   84  $  143  $  302

Templeton Pacific Growth Fund              $  26  $   81  $  138  $  294    
</TABLE>



**    Estimated
#      Calculated  with  waiver  of  fees  and reimbursement of other expenses


As  of  the  date  of this prospectus, no contracts have been sold. Therefore,
Allianz  Life  has  not  provided  Condensed  Financial  Information.


1.     THE  VALUEMARK  IV  VARIABLE  ANNUITY  CONTRACT    

This  prospectus  describes  a  variable annuity contract with a fixed account
option  offered  by  Allianz  Life.

An  annuity is a contract between you, the owner, and an insurance company (in
this  case  Allianz Life), where the insurance company promises to pay you (or
someone else you choose) an income, in the form of annuity payments, beginning
on  a  designated  date  that  is  at least two years in the future. Until you
decide  to  begin  receiving  annuity  payments,  your  annuity  is  in  the
accumulation  phase.  Once you begin receiving annuity payments, your contract
switches  to  the  income  phase.  The  contract  benefits  from tax deferral.

Tax  deferral  means that you are not taxed on earnings or appreciation on the
assets  in  your  contract  until  you  take  money  out  of  your  contract.

The  contract  is  called  a  variable annuity because you can choose among 23
funds.  Depending upon market conditions, you can make or lose money in any of
these  funds.  If you select the variable annuity portion of the contract, the
amount  of  money  you  are  able  to  accumulate  in your contract during the
accumulation  phase  depends  in  part  upon the investment performance of the
fund(s)  you select. The amount of the annuity payments you receive during the
income  phase  from  the variable annuity portion of the contract also depends
upon  the investment performance of the funds you select for the income phase.

     The contract also contains a fixed  account.  The fixed account offers an
interest rate that is guaranteed for all deposits made within the twelve month
period  by  Allianz  Life. This interest rate is set monthly and is guaranteed
for 12 months. Allianz Life guarantees that the interest credited to the fixed
account  will  not  be less than 3% per year. If you select the fixed account,
your  money  will  be placed with the other general assets of Allianz Life. If
you  select  the fixed account, the amount of money you are able to accumulate
in your contract during the accumulation phase depends upon the total interest
credited  to  your  contract.    

We  will  not make any changes to your contract without your permission except
as  may  be  required  by  law.
   
CONTRACT  OWNER  .  You,  as the contract owner, have all the rights under the
contract.  The  contract  owner  is  as designated at the time the contract is
issued,  unless  changed. You may change contract owners at any time. This may
be  a  taxable  event.  You  should consult with your tax adviser before doing
this.

JOINT  OWNER . The contract can be owned by joint owners. Any joint owner must
be the spouse of the other contract owner (except in Pennsylvania and Oregon).
Upon  the  death  of  either  joint  owner,  the  surviving spouse will be the
designated  beneficiary.  Any  other  beneficiary  designation at the time the
contract  was  issued  or  as may have been later changed will be treated as a
contingent  beneficiary  unless  otherwise  indicated.

ANNUITANT  .  You name an annuitant.  You may change the annuitant at any time
before  the  income date unless the contract is owned by a non-individual (for
example,  a  corporation).

BENEFICIARY

The  beneficiary  is  the  person(s)  or  entity you name to receive any death
benefit.  The  beneficiary  is named at the time the contract is issued unless
changed at a later date. Unless an irrevocable beneficiary has been named, you
can  change  the  beneficiary  or  contingent  beneficiary.

ASSIGNMENT

You  can  assign  the  contract at any time during your lifetime. Allianz Life
will  not  be  bound by the assignment until it receives the written notice of
the  assignment.  Allianz  Life  will  not  be liable for any payment or other
action we take in accordance with the contract before we receive notice of the
assignment. Any assignment made after the death benefit has become payable can
only  be  done  with  our  consent.  AN  ASSIGNMENT  MAY  BE  A TAXABLE EVENT.

If  the  contract  is  issued  pursuant  to  a  qualified  plan,  there may be
limitations  on  your  ability  to  assign  the  contract.    

2.    ANNUITY  PAYMENTS  (THE  INCOME  PHASE)

You  can  receive regular monthly income payments under your contract. You can
choose the month and year in which those payments begin. We call that date the
income  date.  Your  income date must be the first day of a calendar month and
must be at least 2 years after you buy the contract. You can also choose among
income  plans.  We  call  those  annuity  options.
   
We  ask you to choose your income date when you purchase the contract. You can
change  it  at  any  time  before  the  income date with 30 days notice to us.
Annuity  payments must begin by the annuitant's 85th birthday or 10 years from
the  date  the  contract  was issued, whichever is later. The annuitant is the
person  whose  life  we look to when we make annuity payments. You (or someone
you  designate)  will  receive  the  annuity  payments.  You  will receive tax
reporting  on  those  payments.    

If  you  do  not  choose  an  annuity option prior to the income date, we will
assume  that you selected Option 2 which provides a life annuity with 10 years
of  guaranteed  payments.
   
You  may  elect to receive your annuity payments as a variable payout, a fixed
payout,  or  a  combination  of both. Under a fixed payout, all of the annuity
payments will be the same dollar amount (equal installments). Under a variable
payout,  you  have  the  same  investment  choices  from  the  funds that were
available during the accumulation phase. If you do not tell us otherwise, your
annuity  payments  will  be  based  on the investment allocations that were in
place  on  the  income  date.    

If  you  choose  to  have  any  portion of your annuity payments come from the
fund(s),  the  dollar amount of your payment will depend upon three things: 1)
the  value  of  your  contract  in  the  fund(s) on the income date, 2) the 5%
assumed investment rate used in the annuity table for the contract, and 3) the
performance of the fund(s) you selected. If the actual performance exceeds the
5% assumed rate, your annuity payments will increase. Similarly, if the actual
rate  is  less  than  5%,  your  annuity  payments  will  decrease.

ANNUITY  OPTIONS

You  can  choose  one  of  the  following annuity options or any other annuity
option  you  want  and  that  Allianz  Life  agrees  to provide. After annuity
payments  begin,  you  cannot  change  the  annuity  option.

OPTION  1.  LIFE  ANNUITY.  Under  this  option,  we will make monthly annuity
payments  so long as the annuitant is alive. After the annuitant dies, we stop
making  annuity  payments.

OPTION  2.  LIFE  ANNUITY WITH 5, 10, 15 or 20 YEAR PAYMENTS GUARANTEED. Under
this option, we will make monthly annuity payments so long as the annuitant is
alive. However, if, when the annuitant dies, we have made annuity payments for
less  than  the  selected  guaranteed period, we will continue to make annuity
payments  to  you for the rest of the guaranteed period. If you do not want to
receive  annuity  payments,  you  can  ask  us  for  a  single  lump  sum.

OPTION  3.  JOINT  AND  LAST SURVIVOR ANNUITY. Under this option, we will make
monthly  annuity  payments  during the joint lifetime of the annuitant and the
joint  annuitant.  When  the  annuitant  dies, if the joint annuitant is still
alive,  we  will  continue  to  make  annuity  payments,  so long as the joint
annuitant  continues  to live. The amount of the annuity payments we will make
to  the  survivor can be equal to 100%, 75% or 50% of the amount that we would
have  paid if they both were alive. The monthly annuity payments will end when
the  last    surviving  annuitant  dies.    
   
OPTION  4.  JOINT AND LAST SURVIVOR ANNUITY WITH 5, 10, 15 or 20 YEAR PAYMENTS
GUARANTEED.  Under  this  option, we will make monthly annuity payments during
the  joint  lifetime  of  the  annuitant  and  the  joint  annuitant. When the
annuitant  dies,  if  the  joint annuitant is still alive, we will continue to
make  annuity  payments, so long as the surviving annuitant continues to live,
at  100%  of the amount that would have been paid if they were both alive. If,
when  the  last  death occurs, we have made annuity payments for less than the
selected  guaranteed  period, we will continue to make annuity payments to you
or  any  person you designate for rest of the guaranteed period. If you do not
want  to  receive  annuity  payments,  you  can  ask us for a single lump sum.
    
OPTION 5. REFUND LIFE ANNUITY. Under this option, we will make monthly annuity
payments  during  the  annuitant's  lifetime. The last annuity payment will be
made before the annuitant dies with a guarantee that Allianz Life will pay you
a  refund.

3.  PURCHASE

PURCHASE  PAYMENTS
   
A  purchase  payment  is  the  money  you  invest in the contract. The minimum
payment  Allianz  Life  will accept is $5,000 when the contract is bought as a
non-qualified  contract. If you enroll in the Automatic Investment Plan (which
is  described  below),  your purchase payment can be $2,000. If you are buying
the  contract  as  part  of  an IRA (Individual Retirement Annuity), 401(k) or
other qualified plan, the minimum amount we will accept is $2,000. The maximum
we  will  accept  without  our  prior  approval  is  $1  million. You can make
additional  purchase  payments of $250 (or as low as $100 if you have selected
the Automatic Investment Plan) or more to either type of contract. At the time
you buy the contract, you and the annuitant cannot be older than 85 years old.

AUTOMATIC  INVESTMENT  PLAN

The  Automatic  Investment  Plan  (AIP)  is a program which allows you to make
additional  purchase payments to your contract on a monthly or quarterly basis
by electronic transfer of funds from your savings or checking account. You may
participate  in  this  program  by  completing  the  appropriate form. We must
receive  your  form  by  the first of the month in order for AIP to begin that
same  month. Investments will take place on the 20th of the month, or the next
business  day. The minimum investment that can be made by AIP is $100. You may
stop  AIP  at  any  time  you want. We need to be notified by the first of the
month  in  order  to  stop  or  change  AIP  that  month. If AIP is used for a
qualified  contract,  you should consult your tax adviser for advice regarding
maximum  contributions.    

ALLOCATION  OF  PURCHASE  PAYMENTS
   
When  you  purchase  a contract, we will allocate your purchase payment to the
fixed  account  and/or one or more of the funds you have selected. We ask that
you  allocate  your  money  in  either whole percentages or round dollars. The
fixed  account  may not be available in your state (check with your registered
representative).  You  can  instruct  us  how  to allocate additional purchase
payments  you  make.  If  you do not instruct us, we will allocate them in the
same  way as your previous instructions to us. Allianz Life reserves the right
to  limit  the  number of funds that you may invest in at one time. Currently,
you may invest in 10 investment options at one time (which includes any of the
23  funds of Franklin Valuemark Funds listed in Section 4 and the Allianz Life
fixed  account).  We  may  change  this in the future. However, we will always
allow  you  to  invest  in  at  least  five  funds.    

Once  we  receive your purchase payment, the necessary information and federal
funds  (federal  funds  means  monies  credited  to  a bank's account with its
regional  federal reserve bank), we will issue your contract and allocate your
first  purchase  payment  within 2 business days. If you do not give us all of
the  information we need, we will contact you to get it. If for some reason we
are  unable  to  complete  this process within 5 business days, we will either
send back your money or get your permission to keep it until we get all of the
necessary  information.  If  you  make  additional  purchase payments, we will
credit  these  amounts  to your contract within one business day. Our business
day  closes  when the New York Stock Exchange closes, which is usually at 4:00
p.m.  Eastern  time.

FREE  LOOK

If you change your mind about owning the contract, you can cancel it within 10
days  after  receiving  it  (or  the  period required in your state). When you
cancel  the  contract  within this time period, Allianz Life will not assess a
contingent deferred sales charge. You will receive back whatever your contract
is  worth on the day we receive your request. In certain states or if you have
purchased  the  contract  as  an IRA, we may be required to give you back your
purchase  payment  if  you decide to cancel your contract within 10 days after
receiving  it  (or  whatever period is required in your state). If that is the
case,  we  reserve  the right to put your purchase payment in the Money Market
Fund for 15 days after we issue your contract. (In some states, the period may
be  longer.) At the end of that period, we will re-allocate those funds as you
selected.  Currently,  however,  we  will  directly allocate your money to the
funds  and/or  the  fixed  account  as  you  have  selected.

ACCUMULATION  UNITS

The value of the portion of your contract allocated to the funds will go up or
down  depending upon the investment performance of the fund(s) you choose. The
value  of  your  contract will also depend on the expenses of the contract. In
order to keep track of the value of your contract, we use a measurement called
an  accumulation  unit  (which  is  like a share of a mutual fund). During the
income  phase  of  the  contract  we  call  it  an  annuity  unit.

Every  business  day we determine the value of an accumulation unit for a fund
by multiplying the accumulation unit value for the previous period by a factor
for  each  fund for the current period. The factor for each fund is determined
by:

     1.    dividing the value of a fund share at the end of the current period
by  the  value  of  a  fund  share  for  the  previous  period;  and

     2.  multiplying it by one minus the daily amount of the insurance charges
and  any  charges  for  taxes.

The  value  of  an  accumulation  unit  may  go  up  or  down from day to day.

When  you  make  a purchase payment, we credit your contract with accumulation
units. The number of accumulation units credited is determined by dividing the
amount  of  the  purchase  payment  allocated  to  a  fund by the value of the
accumulation  unit  for  that  fund.

We  calculate  the  value  of an accumulation unit for each fund after the New
York  Stock  Exchange  closes  each  day  and  then  credit  your  contract.

EXAMPLE:

On Wednesday we receive an additional purchase payment of $3,000 from you. You
have  told  us you want this to go to the Growth and Income Fund. When the New
York  Stock  Exchange closes on that Wednesday, we determine that the value of
an  accumulation unit for the Growth and Income Fund is $12.50. We then divide
$3,000  by  $12.50  and  credit  your  contract  on  Wednesday  night with 240
accumulation  units  for  the  Growth  and  Income  Fund.

4.  INVESTMENT  OPTIONS

The  Contract  offers 23 funds of Franklin Valuemark Funds and a fixed account
option  of  Allianz  Life.    Additional funds may be available in the future.

YOU  SHOULD READ THE FRANKLIN VALUEMARK FUNDS PROSPECTUS (WHICH IS ATTACHED TO
THIS  PROSPECTUS)  CAREFULLY  BEFORE  INVESTING.

Franklin  Valuemark  Funds  is  the mutual fund underlying your contract. Each
fund  has its own investment objective. Franklin Advisers, Inc. serves as each
fund's  investment  manager  (except  the  Templeton  Global  Growth Fund, the
Templeton  Developing  Markets  Equity  Fund,  the  Templeton  Global  Asset
Allocation  Fund,  the  Templeton  International  Smaller  Companies Fund, the
Rising  Dividends  Fund,  the  Mutual  Shares  Securities  Fund and the Mutual
Discovery  Securities  Fund).  The investment manager for the Templeton Global
Growth  and  the  Templeton  Global Asset Allocation Funds 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 Rising Dividends Fund is Franklin
Advisory  Services,  Inc..  The  investment  manager  for  the  Mutual  Shares
Securities  and  the  Mutual  Discovery  Securities  Funds  is Franklin Mutual
Advisers, Inc. Certain managers have retained one or more sub-advisers to help
them  manage  the  funds.

Franklin  Valuemark  Funds  serves  as the underlying mutual fund for variable
life  insurance  policies  offered  by Allianz Life and other variable annuity
contracts offered by Allianz Life and its affiliates. Franklin Valuemark Funds
does  not  believe  that  offering  its  shares  in  this  manner  will  be
disadvantageous  to  you.

The  following  is a list of the funds which are available under the contract:

FUND  SEEKING  STABILITY  OF  PRINCIPAL  AND  INCOME:

Money  Market

FUNDS  SEEKING  CURRENT  INCOME:

High  Income
Templeton  Global  Income  Securities
The  U.S.  Government  Securities
Zero  Coupon  -  2000,  2005  and  2010

FUNDS  SEEKING  GROWTH  AND  INCOME:

Growth  and  Income
Income  Securities
Mutual  Shares  Securities
Real  Estate  Securities
Rising  Dividends
Templeton  Global  Asset  Allocation
Utility  Equity

FUNDS  SEEKING  CAPITAL  GROWTH:

Capital  Growth
Mutual  Discovery  Securities
Precious  Metals
Small  Cap
Templeton  Developing  Markets  Equity
Templeton  Global  Growth
Templeton  International  Equity
Templeton  International  Smaller  Companies
Templeton  Pacific  Growth

TRANSFERS

You  can  transfer  money among the 23 funds and/or the fixed account. Allianz
Life  currently allows you to make as many transfers as you want to each year.
Allianz  Life may change this practice in the future. However, this product is
not designed for professional market timing organizations or other individuals
using  programmed and frequent transfers. Such activity may be disruptive to a
fund.  We reserve the right to stop or prohibit these types of transfers if we
determine  that  they  could  harm  a  fund.

Your  contract  provides  that  you  can  make  3 transfers every year without
charge. However, currently Allianz Life permits you to make 12 transfers every
year  without  charge.  We  measure  a year from the anniversary of the day we
issued your contract. You can make a transfer to or from the fixed account and
to  or from any fund. If you make more than 12 transfers in a year, there is a
transfer  fee  deducted.  The  fee  is $25 per transfer or, if less, 2% of the
amount  transferred.  The  following  applies  to  any  transfer:
   
     1.  The  minimum  amount  which  you  can transfer is $1,000 ($500 in New
Jersey) or your entire value in the fund or fixed account. This requirement is
waived  if  the  transfer  is  in connection with the Dollar Cost Averaging or
Flexible  Rebalancing  Programs  (which  are  described  below).    

     2.  We  may  not allow you to make transfers during the free look period.

     3.  Your  request  for a transfer must clearly state which fund(s) or the
fixed  account  is  involved  in  the  transfer.

     4.  Your  request for a transfer must clearly state how much the transfer
is  for.

     5. You cannot make any transfers within 7 calendar days prior to the date
your  first  annuity  payment  is  due.

     6.    During  the  income phase, you may not make a transfer from a fixed
annuity  option  to  a  variable  annuity  option.

     7.    During  the income phase, you can make at least one transfer from a
variable  annuity  option  to  a  fixed  annuity  option.

Allianz  Life has reserved the right to modify the transfer provisions subject
to  the  guarantees  described  above.
   
You  can  make  transfers  by telephone. We may allow you to authorize someone
else  to  make  transfers by telephone on your behalf. If you own the contract
with  a joint owner, unless Allianz Life is instructed otherwise, Allianz Life
will  accept  instructions  from  either  one  of  you.  Allianz Life will use
reasonable  procedures  to confirm that instructions given us by telephone are
genuine. If we do not use such procedures, we may be liable for any losses due
to  unauthorized  or  fraudulent  instructions.  Allianz Life tape records all
telephone  instructions.    

DOLLAR  COST  AVERAGING  PROGRAM
   
The Dollar  Cost Averaging Program allows you to systematically transfer a set
amount   of money each month or quarter from any one fund or the fixed account
to  up  to  eight  of  the  other  funds. By allocating amounts on a regularly
scheduled  basis,  as opposed to allocating the total amount at one particular
time,  you  may  be less susceptible to the impact of market fluctuations. You
may  only  participate  in  this  program  during  the  accumulation  phase.

You  must participate in the program for at least six months (or two quarters)
and  must  transfer  at  least  $500  each time (or $1,500 each quarter). Your
allocations  can  be  in  whole percentages or dollar amounts. The fund(s) you
transfer  from may not be the fund(s) you transfer to in this program. You may
elect  this  program  by  properly  completing the Dollar Cost Averaging forms
provided  by  Allianz  Life.    

All  Dollar Cost Averaging transfers will be made on the 10th day of the month
unless that day is not a business day. If it is not, then the transfer will be
made  the  next  business  day.

Your  participation  in the program will end when any of the following occurs:
(1) the number of desired transfers have been made; (2) you do not have enough
money  in  the fund(s) or fixed account to make the transfer (if less money is
available, that amount will be dollar cost averaged and the program will end);
(3)  you request to terminate the program (your request must be received by us
by  the  first  of  the  month  to  terminate that month); (4) the contract is
terminated;  or  (5)  we  receive  proof  of  the  owner's  death.
   
If  you  participate  in the Dollar Cost Averaging Program, the transfers made
under  the program are not taken into account in determining any transfer fee.
You  may  not  participate  in  the Dollar Cost Averaging Program and Flexible
Rebalancing  at  the  same  time.    
   
FLEXIBLE  REBALANCING

Once  your  money  has  been  invested,  the  performance of the funds and the
earnings  from  the fixed account may cause your allocation to shift. Flexible
Rebalancing  is  designed  to  help you maintain your specified allocation mix
between  the  different  funds.  You can direct us to readjust your money on a
quarterly, semi-annual or annual basis to return to your original allocations.
Flexible  Rebalancing  transfers  will  be  made  on the 20th day of the month
unless that day is not a business day. If it is not, then the transfer will be
made  on  the  previous  day.  If  you participate in the Flexible Rebalancing
Program,  the  transfers  made under the program are not taken into account in
determining any transfer fee. The fixed account is not permitted to be part of
Flexible  Rebalancing.    

VOTING  RIGHTS

Allianz  Life  is  the  legal  owner of the fund shares. However, Allianz Life
believes  that  when a fund solicits proxies in conjunction with a shareholder
vote, it is required to obtain from you and other contract owners instructions
as  to  how  to vote those shares. When we receive those instructions, we will
vote  all  of the shares we own in proportion to those instructions. This will
also  include  any  shares  that  Allianz  Life owns on its own behalf. Should
Allianz Life determine that it is no longer required to comply with the above,
we  will  vote  the  shares  in  our  own  right.

SUBSTITUTION

Allianz  Life may be required to substitute one of the funds you have selected
with  another  fund.  We  would  not do this without the prior approval of the
Securities  and  Exchange Commission. We will give you notice of our intention
to  do  this.

5.  EXPENSES

There  are  charges  and other expenses associated with the contract that will
reduce  your  investment  return.  These  charges  and  expenses  are:

INSURANCE  CHARGES

Each  day,  Allianz  Life makes a deduction for its insurance charges. Allianz
Life  does  this  as  part of its calculation of the value of the accumulation
units  and  the  annuity  units.  The  insurance  charge has two parts: 1) the
mortality  and  expense  risk  charge  and  2)  the  administrative  charge.

MORTALITY AND EXPENSE RISK CHARGE . During the accumulation phase, this charge
is  equal,  on  an  annual  basis,  to 1.34% of the average daily value of the
contract  invested  in  a  fund,  after  the deduction of expenses. During the
income phase, the charge is equal, on an annual basis, to 1.25% of the average
daily  value  of  the  contract  invested  in  a  fund, after the deduction of
expenses.  This  charge compensates us for all the insurance benefits provided
by  your  contract  (for  example,  the  guarantee of annuity rates, the death
benefits,  certain expenses related to the contract, and for assuming the risk
(expense  risk) that the current charges will be insufficient in the future to
cover the cost of administering the contract). The amount of the mortality and
expense  risk charge is less during the income phase because Allianz Life does
not  pay a death benefit if you die during the income phase. If this charge is
not  sufficient,  then  Allianz  Life  will  bear the loss. Allianz Life does,
however,  expect  to  profit  from this charge. The mortality and expense risk
charge  cannot  be  increased.  Allianz Life may use any profits it makes from
this  charge  to  pay  for  the  costs  of  distributing  the  contract.

ADMINISTRATIVE  CHARGE  . This charge is equal, on an annual basis, to .15% of
the  average  daily  value  of  the  contract  invested  in  a fund, after the
deduction  of  expenses.  This  charge, together with the contract maintenance
charge (which is explained below), is for all the expenses associated with the
administration of the contract. Some of these expenses include: preparation of
the  contract,  confirmations,  annual  reports and statements, maintenance of
contract records, personnel costs, legal and accounting fees, filing fees, and
computer  and  systems  costs.  Because this charge is taken out of every unit
value, you may pay more in administrative costs than those that are associated
solely  with  your  contract. Allianz Life does not intend to profit from this
charge.  However,  if  this charge and the contract maintenance charge are not
enough  to  cover  the costs of the contracts in the future, Allianz Life will
bear  the  loss.

CONTRACT  MAINTENANCE  CHARGE

Every  year  on  the  anniversary  of  the date when your contract was issued,
Allianz  Life deducts $30 from your contract as a contract maintenance charge.
This charge is for administrative expenses (see above). This charge can not be
increased.
   
However,  during  the  accumulation phase, if the value of your contract is at
least  $50,000  when  the deduction for the charge is to be made, Allianz Life
will  not  deduct this charge. If you own more than one Valuemark IV contract,
Allianz  Life  will  determine  the  total value of all your contracts. If the
total  value of all contracts registered under the same social security number
is  at  least  $50,000,  Allianz Life will not assess the contract maintenance
charge.  If  the  contract  is  owned  by  a  non-natural  person  (e.g.,  a
corporation),  Allianz Life will look to the annuitant to determine if it will
assess  the  charge.    

If you make a complete withdrawal from your contract, the contract maintenance
charge  will  also  be  deducted.  During the income phase, the charge will be
collected  monthly  out  of  each  annuity  payment.

CONTINGENT  DEFERRED  SALES  CHARGE

Withdrawals  may  be subject to a contingent deferred sales charge. During the
accumulation  phase, you can make withdrawals from your contract. Allianz Life
keeps  track  of  each purchase payment you make. The amount of the contingent
deferred sales charge depends upon how long Allianz Life has had your payment.
The  charge  is:

<TABLE>
<CAPTION>

<S>                                <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
    Number of complete years from
   receipt of payment:             0   1   2   3   4   5   6   7 or more 
Contingent Deferred Sales Charge:  6%  6%  6%  5%  4%  3%  2%          0%
</TABLE>

However,  after  Allianz Life has had a purchase payment for 7 years, there is
no  charge  when  you  withdraw  that  purchase  payment.  For purposes of the
contingent  deferred  sales  charge, Allianz Life treats withdrawals as coming
from  the  oldest  purchase  payments  first. Allianz Life does not assess the
contingent  deferred sales charge on any payments paid out as annuity payments
or  as  death  benefits.

NOTE:  For tax purposes, withdrawals are considered to have come from the last
money  you  put  into  the  contract.  Thus,  for  tax  purposes, earnings are
considered  to  come  out  first.
   
Free Withdrawal Amount - Each year after the first contract year, you can make
multiple withdrawals up to 15% of the value of your contract and no contingent
deferred  sales charge will be deducted from the 15% you take out. Withdrawals
in excess of that free amount will be subject to the contingent deferred sales
charge.    

You may also select to participate in the Systematic Withdrawal Program or the
Minimum  Distribution  Program  which  allow you to withdraw money without the
deduction of the contingent deferred sales charge under certain circumstances.
See  Section  7  -  Access  to  Your Money for a description of the Systematic
Withdrawal  Plan  and  the  Minimum  Distribution  Program.

WAIVER  OF  CONTINGENT  DEFERRED  SALES  CHARGE  BENEFITS
   
Under  certain  circumstances,  after the first year, Allianz Life will permit
you  to  take  your  money  out of the contract without deducting a contingent
deferred  sales charge: 1) if you become confined to a nursing home; 2) if you
become  terminally  ill,  which  is defined as life expectancy of 12 months or
less  (a full surrender of the contract will be required); or 3) if you become
totally  disabled  for  at  least  90  days.

Also, after the first year, if you become unemployed for at least 90 days, you
can  take  up to 50% of your money out without incurring a contingent deferred
sales  charge.  This  benefit  is  available  only once during the life of the
contract  and  you  may  not use both this benefit and the 15% free withdrawal
amount  in  the  same  contract  year.    

These  benefits  may  not  be  available  in  your  state.

REDUCTION  OR  ELIMINATION  OF  THE  CONTINGENT  DEFERRED  SALES  CHARGE

Allianz  Life  will  reduce or eliminate the amount of the contingent deferred
sales  charge  when  the contract is sold under circumstances which reduce its
sales  expenses.  Some  examples are: if there is a large group of individuals
that  will be purchasing the contract or a prospective purchaser already had a
relationship  with  Allianz  Life.  Allianz  Life will not deduct a contingent
deferred  sales  charge  under  a  contract  issued to an officer, director or
employee of Allianz Life or any of its affiliates. Also, Allianz Life will not
deduct  a contingent deferred sales charge when a contract is sold by an agent
of  Allianz  Life  to  any  members  of  his  or  her immediate family and the
commission is reduced. Any circumstances resulting in reduction or elimination
of  the  contingent  deferred  sales charge requires prior approval of Allianz
Life.

TRANSFER  FEE

You  can  make 12 free transfers every year. We measure a year from the day we
issue your contract. If you make more than 12 transfers a year, we will deduct
a  transfer  fee  of $25 or 2% of the amount that is transferred, whichever is
less,  for  each  additional  transfer.

If  the  transfer  is  part  of  the Dollar Cost Averaging Program or Flexible
Rebalancing,  it  will  not  count  in  determining  the  transfer  fee.

PREMIUM  TAXES

Some  states  and  other  governmental  entities (e.g., municipalities) charge
premium taxes or similar taxes. Allianz Life is responsible for the payment of
these taxes and will make a deduction from the value of the contract for them.
Some  of  these taxes are due when the contract is issued, others are due when
annuity  payments  begin.  It is Allianz Life's current practice to not charge
you  for  these  taxes  until  you  die,  annuity payments begin or a complete
withdrawal  is made. Allianz Life may some time in the future discontinue this
practice  and  assess  the charge when the tax is due. Premium taxes generally
range  from  0%  to  3.5%,  depending  on  the  state.

INCOME  TAXES

Allianz  Life  will deduct from the contract for any income taxes which it may
incur  because of the contract. Currently, Allianz Life is not making any such
deductions.

FUND  EXPENSES

There  are  deductions from and expenses paid out of the assets of the various
funds  which  are  described in the attached prospectus for Franklin Valuemark
Funds.

6.  TAXES

NOTE:  Allianz  Life  has  prepared  the  following  information on taxes as a
general  discussion  of  the  subject.  It  is not intended as tax advice. You
should consult your own tax adviser about your own circumstances. Allianz Life
has  included  additional  information  regarding  taxes  in  the Statement of
Additional  Information.

ANNUITY  CONTRACTS  IN  GENERAL

Annuity  contracts  are  a  means  of  setting  aside money for future needs -
usually  retirement.  Congress  recognized how important saving for retirement
was  and  provided  special  rules  in  the  Internal  Revenue Code (Code) for
annuities.

Basically,  these  rules provide that you will not be taxed on the earnings on
the  money held in your annuity contract until you take the money out. This is
referred  to as tax deferral. There are different rules regarding how you will
be  taxed depending upon how you take the money out and the type of contract -
qualified  or  non-qualified  (see  following  sections).

You,  as  the  owner,  will  not  be  taxed  on increases in the value of your
contract  until  a  distribution occurs - either as a withdrawal or as annuity
payments.  When  you  make  a  withdrawal  you  are taxed on the amount of the
withdrawal  that  is  earnings. For annuity payments, different rules apply. A
portion  of  each  annuity  payment  you  receive will be treated as a partial
return  of your purchase payments and will not be taxed. The remaining portion
of  the  annuity  payment  will be treated as ordinary income. How the annuity
payment  is  divided between taxable and non-taxable portions depends upon the
period  over  which  the  annuity  payments  are  expected to be made. Annuity
payments  received  after  you have received all of your purchase payments are
fully  includible  in  income.

When  a  non-qualified  contract  is  owned  by  a non-natural person (e.g., a
corporation  or  certain  other entities other than tax-qualified trusts), the
contract  will  generally  not be treated as an annuity for tax purposes. This
means  that  the contract may not receive the benefits of tax-deferral. Income
may  be  taxed  as  ordinary  income  every  year.

QUALIFIED  AND  NON-QUALIFIED  CONTRACTS

If you purchase the contract under a qualified plan, your contract is referred
to  as  a  qualified  contract.  Examples  of  qualified plans are: Individual
Retirement Annuities (IRAs), Tax-Sheltered Annuities (sometimes referred to as
403(b)  contracts),  H.R. 10 Plans (sometimes referred to as Keogh Plans), and
pension  and  profit-sharing  plans,  which  include  401(k)  plans.

If  you  do not purchase the contract under a qualified plan, your contract is
referred  to  as  a  non-qualified  contract.

WITHDRAWALS  -  NON-QUALIFIED  CONTRACTS
   
If you make a withdrawal from your contract, the Code treats such a withdrawal
as  first  coming  from earnings and then from your purchase payments. In most
cases,  such  withdrawn  earnings  are  includible  in  income.

The  Code  also  provides  that  any amount received under an annuity contract
which is included in income may be subject to a tax penalty. The amount of the
penalty  is  equal  to  10%  of  the amount that is includible in income. Some
withdrawals  will  be  exempt  from the penalty. They include any amounts: (1)
paid  on or after the taxpayer reaches age 59 1/2; (2) paid after you die; (3)
paid  if the taxpayer becomes totally disabled (as that term is defined in the
Code);  (4) paid in a series of substantially equal payments made annually (or
more  frequently)  for  the  life or life expectancy of the taxpayer; (5) paid
under  an  immediate  annuity;  or  (6) which come from purchase payments made
prior  to  August  14,  1982.    

WITHDRAWALS  -  QUALIFIED  CONTRACTS

The  above information describing the taxation of non-qualified contracts does
not  apply  to  qualified  contracts.  There  are  special  rules  that govern
qualified  contracts. A more complete discussion of withdrawals from qualified
contracts  is  contained  in  the  Statement  of  Additional  Information.

WITHDRAWALS  -  TAX-SHELTERED  ANNUITIES

The  Code  limits  the  withdrawal  of  purchase  payments made by owners from
certain  Tax-Sheltered  Annuities. Withdrawals can only be made when an owner:
(1) reaches age 59-1/2; (2) leaves his/her job; (3) dies; (4) becomes disabled
(as  that  term  is  defined  in  the  Code);  or (5) in the case of hardship.
However,  in  the  case  of hardship, the owner can only withdraw the purchase
payments  and  not  any  earnings.

DIVERSIFICATION

The  Code provides that the underlying investments for a variable annuity must
satisfy  certain  diversification  requirements  in  order to be treated as an
annuity contract. Allianz Life believes that the funds are being managed so as
to  comply  with  the  requirements.

Neither  the  Code nor the Internal Revenue Service Regulations issued to date
provide  guidance  as  to  the  circumstances  under which you, because of the
degree  of  control  you  exercise  over  the  underlying investments, and not
Allianz Life would be considered the owner of the shares of the funds. If this
occurs,  it  will  result  in  the loss of the favorable tax treatment for the
contract.  It  is unknown to what extent under federal tax law contract owners
are permitted to select funds, to make transfers among the funds or the number
and type of funds owners may select from. If any guidance is provided which is
considered  a  new  position,  then  the  guidance  would generally be applied
prospectively.  However,  if  such  guidance  is  considered  not  to be a new
position,  it  may  be applied retroactively. This would mean that you, as the
owner  of  the  contract,  could  be  treated  as  the  owner  of  the  funds.

Due to the uncertainty in this area, Allianz Life reserves the right to modify
the  contract  in  an  attempt  to  maintain  favorable  tax  treatment.

7.  ACCESS  TO  YOUR  MONEY

You  can have access to the money in your contract: (1) by making a withdrawal
(either  a  partial or a total withdrawal); (2) by receiving annuity payments;
or  (3) when a death benefit is paid to your beneficiary. Withdrawals can only
be  made  during  the  accumulation  phase.

When you make a complete withdrawal you will receive the value of the contract
on  the  day  you  made the withdrawal less any applicable contingent deferred
sales  charge,  less any premium tax and less any contract maintenance charge.
(See  Section  5  -  Expenses  for  a  discussion  of  the  charges.)

Any  partial  withdrawal  must  be  for at least $500 and, unless you instruct
Allianz  Life  otherwise, and will be made pro-rata from all the funds and the
fixed  account  you  selected.  Allianz  Life  requires  that after you make a
partial  withdrawal  the  value  of  your  contract  must  be at least $2,000.

INCOME  TAXES,  TAX  PENALTIES  AND  CERTAIN  RESTRICTIONS  MAY  APPLY  TO ANY
WITHDRAWAL  YOU  MAKE.

There are limits to the amount you can withdraw from a qualified plan referred
 to  as  a  403(b) plan. For a more complete explanation see Section 6 - Taxes
and  the  discussion  in  the  SAI.

SYSTEMATIC  WITHDRAWAL    PROGRAM    

If  the value of your contract is at least $25,000, Allianz Life offers a plan
which  provides  automatic monthly or quarterly payments to you each year. The
total systematic withdrawals which you can make each year without Allianz Life
deducting a contingent deferred sales charge is limited to 15% of the value of
your  contract on the day the request is received. You may withdraw any amount
you  want  under  this  program  if your payments are no longer subject to the
contingent  deferred sales charge. You may not participate in this plan if you
own a non-qualified contract and are under age 59 1/2. If you make withdrawals
under  this  plan,  you  may  not also use the 15% free withdrawal amount that
year.  For  a  discussion  of the contingent deferred sales charge and the 15%
free  withdrawal  amount, see Section 5 - Expenses. All Systematic Withdrawals
will  be  made  on  the 9th day of the month unless that day is not a business
day. If it is not, then the withdrawal will be made the previous business day.

INCOME  TAXES  MAY  APPLY  TO  SYSTEMATIC  WITHDRAWALS.
   
MINIMUM  DISTRIBUTION  PROGRAM

If  you own a contract that is an Individual Retirement Annuity (IRA), you may
select the Minimum Distribution Program. Under this program, Allianz Life will
make  payments  to  you  that  are  designed  to  meet  the applicable minimum
distribution  requirements  imposed  by the Internal Revenue Code for IRAs. If
the  value  of  your  contract  is  at  least  $25,000, Allianz Life will make
payments  to  you  on  a  monthly or quarterly basis. The payments will not be
subject to the contingent deferred sales charge and will be instead of the 15%
free  withdrawal  amount.    

SUSPENSION  OF  PAYMENTS  OR  TRANSFERS

Allianz  Life  may be required to suspend or postpone payments for withdrawals
or  transfers  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 the fund shares
is not reasonably practicable or Allianz Life cannot reasonably value the fund
shares;

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

Allianz  Life  has  reserved  the  right  to defer payment for a withdrawal or
transfer  from  the  fixed account for the period permitted by law but not for
more  than  six  months.

8.  PERFORMANCE

Allianz Life periodically advertises performance of the various funds. Allianz
Life  will  calculate  performance by determining the percentage change in the
value  of  an  accumulation  unit by dividing the increase (decrease) for that
unit  by  the  value  of the accumulation unit at the beginning of the period.
This  performance  number  reflects the deduction of the insurance charges. It
does  not  reflect  the  deduction of any applicable contingent deferred sales
charge  and  contract  maintenance  charge.  The  deduction  of any applicable
contract maintenance charge and contingent deferred sales charges would reduce
the  percentage  increase  or  make  greater  any  percentage  decrease.  Any
advertisement  will  also  include  average  annual total return figures which
reflect  the  deduction of the insurance charges, contract maintenance charge,
contingent  deferred sales charges and the expenses of the funds. Allianz Life
may  also advertise aggregate total return information. Aggregate total return
is  determined  the  same  way  except  that  the  results are not annualized.

Certain  funds  have  been  in  existence  for  some  time and have investment
performance  history.  However, the contracts are new. In order to demonstrate
how the actual investment experience of the funds may affect your accumulation
unit  values,  Allianz  Life has prepared hypothetical performance information
   (Part  A  of the Appendix to this prospectus).     The performance is based
on the performance of the funds, modified to reflect the charges and expenses
of your contract as if it had been in existence for the time periods shown.
The information is based upon the historical experience of the funds and does
not necessarily represent what your investment would earn  in  those  funds.
   
The  Mutual  Shares  Securities  Fund and the Mutual Discovery Securities Fund
(New Valuemark funds) are newly created and therefore also do not yet have any
meaningful  performance  history.  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  B  of  the  Appendix to this prospectus 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.  There  are  hypothetical  performance  figures  for  the
accumulation  units  which  assume  the deduction of the Mortality and Expense
Risk  Charge,  the  Administrative  Charge  and the fees and expenses that the
Public  Funds  paid.  There  are also hypothetical performance figures for the
accumulation  units  which  reflect the deduction of the Mortality and Expense
Risk  Charge,  the Administrative Charge, the Contingent Deferred Sales Charge
and  the  fees  and  expenses  that  the  Public  Funds paid. The hypothetical
performance  figures  for  the  accumulation  units  have not been restated to
reflect  the  higher fees for the New Valuemark funds. If the higher fees were
used,  the  hypothetical  performance shown would be lower. Future performance
may  vary  and  the results shown are not necessarily representative of future
results.    

Allianz  Life  may  in  the future also advertise yield information for one or
more  of the funds. If it does, it will provide you with information regarding
how  yield is calculated.  More detailed information regarding how performance
is  calculated  is  found  in  the  SAI.

Any  performance  advertised  will  be  based  on historical data and does not
guarantee  future  results  of  the  funds.

9.  DEATH  BENEFIT

UPON  YOUR  DEATH

If  you  die  during  the  accumulation  phase,  Allianz Life will pay a death
benefit  to  your beneficiary (see below). No death benefit is paid during the
income  phase.  If  you  have  a  joint  owner,  and the joint owner dies, the
surviving  owner  will  be  considered  the  beneficiary. Joint owners must be
spouses  (except  in  Pennsylvania  and  Oregon).       
   
The  death  benefit  will  be  the  greater  of:  1) the current value of your
contract,  less  any  taxes  on  the day all claim proofs and payment election
forms  are  received by Allianz Life at the Valuemark Service Center; or 2) as
set  forth  in  the  enhanced  death  benefit endorsement to the contract, the
guaranteed  minimum  death  benefit,  less  any  taxes, as of the day you die.
Certain  owners  will  not  receive an enhanced death benefit endorsement. For
these  owners,  the  death benefit is as set forth in Item No. 1 above. During
the  first year, the guaranteed minimum death benefit is equal to the payments
you  have  made, less any money you have taken out and any charges paid on the
money  you have taken out. After the first year and before your 76th birthday,
the  guaranteed  minimum death benefit is the greater of: A) payments you have
made, less any money you have taken out and charges paid on the money you have
taken  out,  increased  by 5% per year on each contract anniversary; or B) the
highest  of  the  contract  values  for  each  six  year  contract anniversary
determined  by  the  contract  value  on  such  six  year anniversary plus any
payments  made,  less any money taken out since that contract anniversary, and
charges  paid  on  the money you have taken out. After your 76th birthday, the
guaranteed  minimum  death  benefit will only be increased by any payments you
have  made  since the last contract anniversary before your 76th birthday less
any  money you have taken out and any charges paid on the money you have taken
out  since  such  contract anniversary.  If you have a joint owner, the age of
the  oldest  owner  will  be  used  to  determine the guaranteed minimum death
benefit.  The  guaranteed minimum death benefit will be reduced by any amounts
withdrawn  after  the date of death. If the contract is owned by a non-natural
person,  then  all  references  to  you  mean  the  annuitant.    

The  death  benefit  provision  described  above  may not be available in your
state. If it is not available, the death benefit will be equal to the value of
your  contract  (less any premium taxes) on the business day that Allianz Life
receives  proof  of  the  death  and  payment  instructions.
   
A  beneficiary  may  request  that  the  death  benefit  be paid in one of the
following  ways: (1) payment of the entire death benefit within 5 years of the
date  of  death;  or (2) payment of the death benefit under an annuity option.
The  death  benefit  payable  under  an  annuity  option must be paid over the
beneficiary's  lifetime or for a period not extending beyond the beneficiary's
life  expectancy.  Payment must begin within one year of the date of death. If
the  beneficiary  is  the  spouse  of the contract owner, he/she can choose to
continue  the  contract  in  his/her own name at the then current value, or if
greater, the death benefit value. If a lump sum payment is elected and all the
necessary  requirements  are  met,  the  payment  will  be made within 7 days.
    
If  you  (or  any joint owner) die during the income phase and you are not the
annuitant,  any payments which are remaining under the annuity option selected
will  continue  at  least as rapidly as they were being paid at your death. If
you  die  during the income phase, the beneficiary becomes the contract owner.

DEATH  OF  ANNUITANT

If  the annuitant, who is not a contract owner or joint owner, dies during the
accumulation  phase,  you  can name a new annuitant. If a new annuitant is not
named  within  30  days  of  the  death  of the annuitant, you will become the
annuitant.  However,  if  the  contract owner is a non-natural person (e.g., a
corporation),  then the death of the annuitant will be treated as the death of
the  contract  owner,  and  a  new  annuitant  may  not  be  named.
   
If the annuitant dies after annuity payments have begun, the remaining amounts
payable,  if  any, will be as provided for in the annuity option selected. The
remaining  amounts  payable  will  be  paid  to the contract owner at least as
rapidly  as  they  were  being  paid  at  the  annuitant's  death.    

10.  OTHER  INFORMATION

ALLIANZ  LIFE

Allianz  Life Insurance Company of North America (Allianz Life), 1750 Hennepin
Avenue,  Minneapolis,  Minnesota  55403,  was  organized under the laws of the
state  of  Minnesota  in  1896.  Allianz  Life  offers fixed and variable life
insurance and annuities and group life, accident and health insurance. Allianz
Life  is  licensed  to  do business in 49 states and the District of Columbia.
Allianz Life is a wholly-owned subsidiary of Allianz Versicherungs-AG Holding.

THE  SEPARATE  ACCOUNT

Allianz  Life  established a separate account, Allianz Life Variable Account B
(Separate  Account), to hold the assets that underlie the contracts. The Board
of  Directors  of  Allianz Life adopted a resolution to establish the Separate
Account  under  Minnesota  insurance  law  on  May  31, 1985. Allianz Life has
registered the Separate Account with the Securities and Exchange Commission as
a unit investment trust under the Investment Company Act of 1940. The Separate
Account  is  divided  into  sub-accounts.  Each sub-account invests in a fund.

The  assets  of the Separate Account are held in Allianz Life's name on behalf
of  the  Separate  Account  and legally belong to Allianz Life. However, those
assets  that  underlie  the  contracts,  are  not  chargeable with liabilities
arising  out  of  any other business Allianz Life may conduct. All the income,
gains  and  losses  (realized  or  unrealized) resulting from these assets are
credited  to  or  charged  against  the  contracts  and  not against any other
contracts  Allianz  Life  may  issue.

DISTRIBUTION

NALAC  Financial  Plans LLC    (NFP)     1750 Hennepin Avenue, Minneapolis, MN
55403, acts  as the distributor of the contracts. NFP is a wholly-owned
subsidiary of Allianz  Life.

Commissions  will  be  paid  to  broker-dealers  who  sell  the  contracts.
Broker-dealers  will  be  paid  commissions  up  to 6.0% of purchase payments.
Sometimes, Allianz Life enters into an agreement with the broker-dealer to pay
the  broker-dealer  commissions  as  a  combination of a certain amount of the
commission  at  the  time  of  sale and a trail commission (which when totaled
could  exceed 6% of purchase payments). In addition, Allianz Life and Franklin
Advisers,  Inc.  and/or  its  affiliates  may  pay  certain  sellers for other
services  not  directly  related to the sale of the contracts (such as special
marketing  support  allowances).  To  the  extent that the contingent deferred
sales charge is insufficient to cover the actual cost of distribution, Allianz
Life  may  use  any  of  its  corporate  assets, including any profit from the
mortality  and  expense  risk  charge,  to  make  up  any  difference.

ADMINISTRATION

Allianz  Life  has  hired Delaware Valley Financial Services, Inc. (DVFS), 300
Berwyn  Park,  Berwyn,  Pennsylvania,  to  perform  administrative  services
regarding  the  contracts. The administrative services include issuance of the
contracts  and  maintenance  of  contract  owner's  records.
       
FINANCIAL  STATEMENTS

The consolidated financial statements of Allianz Life and the Separate Account
have  been  included  in  the  Statement  of  Additional  Information.



APPENDIX

PERFORMANCE  INFORMATION

The following information is based on the historical investment performance of
the  funds.  The  results  shown  are not necessarily representative of future
performance.

    PART  A  -  FRANKLIN  VALUEMARK  FUNDS  -  EXISTING  FUNDS    
   
The funds of Franklin Valuemark Funds have been in existence for some time and
have  investment  performance  history  (except the Small Cap, Capital Growth,
Templeton International Smaller Companies, Mutual Shares Securities and Mutual
Discovery  Securities  Funds). In order to show you how investment performance
of the funds affects accumulation unit values, we have developed the following
hypothetical  performance  information.    

The  chart  below  shows  the  actual historical investment performance of the
funds  and  hypothetical  accumulation  unit  performance.  The  hypothetical
accumulation  unit  performance  assumes  that  the  accumulation  units  were
invested in each of the funds for the same periods. The performance figures in
Column  I  reflect  the  deduction of the actual fees and expenses paid by the
funds.  Column  II  represents  hypothetical  performance  figures  for  the
accumulation  units  which reflects the deduction of the insurance charges and
the  fees  and  expenses  of  the  funds.  Column  III represents hypothetical
performance  figures  for  the accumulation units which reflects the insurance
charges,  the  contract maintenance charge, the fees and expenses of the funds
and assumes that you make a withdrawal at the end of the period (therefore the
contingent  deferred  sales  charge  is  reflected).

Total  Return  for  the  periods  ended  9/30/96

<TABLE>
<CAPTION>
<S>                                  <C>        <C>                        <C>                         <C>
                                                Column I                   Column II                   Column III

                                                Fund Performance           Hypothetical Accumulation   Unit Performance
                                                -------------------------  --------------------------  -------------------------

                                     Inception  Since                      Since                       Since
                                     ---------  -------------------------  --------------------------  -------------------------
FUND                                 Date       1 yr.  5 yrs.  Inception   1 yr.  5 yrs.  Inception    1 yr.  5 yrs.  Inception
- -----------------------------------  ---------  -------------------------  --------------------------  -------------------------
                                        
Money Market                           1/24/89  5.27%   4.03%    5.14%     3.71%   2.50%    3.63%      -2.39%   1.77%   3.53%
High Income                            1/24/89  12.29%  12.48%    9.96%    10.61%  10.79%    8.35%     4.51%  10.79%   8.26%
Templeton Global Income Securities     1/24/89  9.29%   6.39%    7.71%     7.65%   5.01%    6.26%      1.55%   4.35%   6.18%
The U.S. Government Securities         3/14/89  4.65%   7.23%    8.04%     3.09%   5.75%    6.51%      -3.01%   5.11%   6.43%
Zero Coupon - 2000                     3/14/89  4.44%   8.87%    9.61%     2.89%   7.31%    8.03%      -3.21%   6.71%   7.95%
Zero Coupon - 2005                     3/14/89  2.80%  10.27%   10.79%     1.27%   8.82%    9.26%      -4.83%   8.24%   9.18%
Zero Coupon - 2010                     3/14/89  1.87%  10.92%   10.96%     0.35%   9.73%    9.61%      -5.75%   9.18%   9.53%
Growth and Income                      1/24/89  13.70%  11.47%    9.34%    12.00%  10.12%    7.94%     5.90%   9.57%   7.85%
Income Securities                      1/24/89  10.35%  11.29%   11.42%    8.70%   9.70%    9.83%      2.60%   9.14%   9.76%
Real Estate Securities                 1/24/89  20.87%  14.94%   11.38%    19.06%  13.17%    9.73%     12.96%  12.67%   9.64%
Rising Dividends                       1/27/92  18.73%    --      8.64%    16.95%    --      7.05%     10.85%    --     6.37%
Utility Equity                         1/24/89  10.82%   8.78%   10.58%    9.27%   7.38%    9.12%      3.17%   6.78%   9.04%
Precious Metals                        1/24/89  2.55%   8.36%    6.47%     1.02%   6.74%    4.90%      -5.08%   6.12%   4.81%
Templeton Developing Markets Equity    3/15/94  10.88%    --      4.53%    9.22%    --      2.98%      3.12%    --     0.91%
Templeton Global Growth                3/15/94  11.81%    --     10.81%    10.14%    --      9.17%     4.04%    --     7.28%
Templeton International Equity         1/27/92  11.60%    --     10.35%    9.93%    --      8.74%      3.83%    --     8.11%
Templeton Pacific Growth               1/27/92  11.24%    --     10.37%    9.58%    --      8.76%      3.48%    --     8.12%
Templeton Global Asset Allocation       5/1/96  14.80%    --     13.23%    13.09%    --     11.46%     6.99%     --     7.87%    

</TABLE>



    PART  B  -  PUBLIC  FUNDS

The  Mutual  Shares Securities Fund and Mutual Discovery Securities Fund ("New
Valuemark  funds") are newly created series of Franklin Valuemark Funds and do
not  yet  have any meaningful performance history. 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").

Chart  1  below  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.

Chart  2 below 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. These figures do not reflect any Contingent Deferred Sales Charge and
have  not  been  restated  to reflect the higher expenses of the New Valuemark
funds;  all  of  which  would  lower  the  hypothetical  performance  shown.

Chart  3 below shows hypothetical performance of accumulation units of the New
Valuemark  funds,  based on the past average annual total return of the Public
Funds  and  the  deduction  of  all current recurring expenses of the Separate
Account,  as  well  as  deduction  of the applicable Contingent Deferred Sales
Charge. These figures have not been restated to reflect the higher expenses of
the  New Valuemark funds which would lower the hypothetical performance shown.

Past  performance  cannot  predict  or  guarantee  future  results  of the New
Valuemark  funds. In addition, the investment performance of the New 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
<S>                                                  <C>        <C>         <C>        <C>      <C>
                                                                                       Since    Inception
            Periods Ended 9/30/96:                   One-Year   Five-Years  Ten-Years  Inception    Date
            ----------------------                   -------    ----------  ---------  --------- ---------
            Mutual Discovery Fund.................    18.52%        --         --       21.90%    12/31/92
            Mutual Shares Fund....................    13.59%     17.47%     14.87%        --       7/1/49
</TABLE>

<TABLE>
<CAPTION>
2. Hypothetical Accumulation Unit Performance (includes all current recurring expenses of the Separate Account)
<S>                                                  <C>        <C>         <C>        <C>        <C>
                                                                                         Since    Inception
            Periods Ended 9/30/96:                   One-Year   Five-Years  Ten-Years  Inception    Date
            ----------------------                   --------   ----------  ---------  ---------  ---------
            Mutual Discovery Securities
             Sub-Account .........................    16.71%        --         --       20.03%%    12/31/92
            Mutual Shares Securities
             Sub-Account .........................    11.82%     15.64%     13.09%        --       7/1/49
</TABLE>

<TABLE>
<CAPTION>
3.  Hypothetical  Accumulation  Unit  Performance  (includes  all current  recurring  expenses of the Separate
Account and deduction of the Contingent Deferred Sales Charge)
<S>                                                  <C>        <C>         <C>        <C>        <C>
                                                                                         Since    Inception
            Periods Ended 9/30/96:                   One-Year   Five-Years  Ten-Years  Inception    Date
            ----------------------                   --------   ----------  ---------  ---------  ---------
            Mutual Discovery Securities
             Sub-Account..........................     10.61%        --         --       19.31%    12/31/92
            Mutual Shares Securities
             Sub-Account..........................      5.72%     15.18%     13.08%        --       7/1/49
</TABLE>
    
     TABLE  OF  CONTENTS  OF  THE  STATEMENT  OF  ADDITIONAL  INFORMATION


Insurance  Company

Experts

Legal  Opinions

Distributor

Reduction  or  Elimination  of  the  Contingent  Deferred  Sales  Charge

Calculation  of  Performance  Data

Annuity  Provisions

Tax  Status

Mortality  and  Expense  Guarantee

Financial  Statements


                                    PART B


                     STATEMENT OF ADDITIONAL INFORMATION

                         INDIVIDUAL FLEXIBLE PAYMENT
                          VARIABLE ANNUITY CONTRACTS

                                  ISSUED BY

                       ALLIANZ LIFE VARIABLE ACCOUNT B

                                     AND

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                          ____________________, 1996



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

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

THIS    STATEMENT    OF  ADDITIONAL   INFORMATION   AND  THE  PROSPECTUS  ARE 
DATED  ____________,  1996,  AND  AS  MAY  BE  AMENDED  FROM  TIME  TO  TIME.


                              TABLE OF CONTENTS

                                                                         PAGE

INSURANCE  COMPANY

EXPERTS

LEGAL  OPINIONS

DISTRIBUTOR

REDUCTION  OR  ELIMINATION  OF  THE  CONTINGENT  DEFERRED  SALES  CHARGE

CALCULATION  OF  PERFORMANCE  DATA

TAX  STATUS

ANNUITY  PROVISIONS

MORTALITY  AND  EXPENSE  RISK  GUARANTEE

FINANCIAL  STATEMENTS


                              INSURANCE COMPANY

Allianz Life Insurance Company of North America (the "Insurance Company") is a
stock  life  insurance  company  organized  under  the  laws  of  the state of
Minnesota  in  1896.  The  Insurance  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 insurance
company  offers  fixed  and  variable  life insurance and annuities, and group
life,  accident  and health insurance. On April 1, 1993, the Insurance Company
changed  its name from North American Life and Casualty Company to its present
name.

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

                                   EXPERTS
   
The  financial  statements  of  Allianz  Life  Variable  Account  B  and  the
consolidated  financial  statements of Allianz Life Insurance Company of North
America  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 LLC, a wholly owned subsidiary of the Insurance Company,
acts  as  the  distributor.  The  offering  is  on  a  continuous  basis.

       REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE

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

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

                       CALCULATION OF PERFORMANCE DATA

TOTAL  RETURN

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

Any  such advertisement will include total return figures for the time periods
indicated  in  the  advertisement.  Such total return figures will reflect the
deduction  of a 1.34% Mortality and Expense Risk Charge, a .15% Administrative
Charge,  the  fees  of  the  fund being advertised and any applicable Contract
Maintenance  Charge  and  Contingent  Deferred  Sales  Charges.

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

                                    n
                           P  (1  +  T)  =    ERV
<TABLE>
<CAPTION>
<S>   <C>  <C>
   P  =  a hypothetical initial payment of $1,000
   T  =  average annual total return
   n  =  number of years
 ERV  =  ending redeemable value of a hypothetical $1,000 payment made at
         the beginning of the time periods used at the end of such time
         periods (or fractional portion thereof).
</TABLE>



The  Insurance  Company  may  also  advertise  performance  data which will be
calculated  in  the  same manner as described above but which will not reflect
the  deduction  of  the  Contingent  Deferred  Sales  Charge  and the Contract
Maintenance Charge. The Company may also advertise aggregate and average total
return  information  over  different  periods  of  time.

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


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.

YIELD

THE  MONEY  MARKET FUND. The Insurance Company may advertise yield information
for the Money Market Fund. The Money Market Fund'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 Charge and the Contract Maintenance Charge and, in certain
instances,  the value of the underlying Fund's investment securities. The fact
that  the  Fund's  current  yield  will  fluctuate  and  that the principal is
not  guaranteed  should  be  taken  into  consideration  when using the Fund'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 Insurance Company does not currently
advertise  any  yield  information  for  the  Money  Market  Fund.

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

(Effective  yield  =  [(Base  Period  Return  +  1)365/7]-1.)

OTHER  FUNDS.  The  Insurance  Company  may  also  quote  current  yield  in
advertisements  and  Contract  Owner  communications for the other Funds. Each
Fund (other than the Money Market Fund) will publish standardized total return
information  with  any  quotation  of  current  yield.

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

                                   6
              Yield  =  2  [[(a-b)  +  1]  -  1]
                          _____
                            cd
Where:

<TABLE>
<CAPTION>
<S>    <C>  <C>
    a  =  net investment income earned during the period by the Fund
          attributable to shares owned by the Fund.

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

    c  =  the average daily number of accumulation units outstanding during
          the period.

    d  =  the maximum offering price per accumulation unit on the last day
          of the period.
</TABLE>



The  above  formula  will be used in calculating quotations of yield, based on
specified  30-day  periods  identified  in the advertisement or communication.
Yield  calculations  assume  no  sales  load.  The  Insurance Company does not
currently  advertise  any  yield  information  for  any  Fund.

PERFORMANCE  RANKING

Total return may be compared to relevant indices, including U. S. domestic and
international  taxable  bond indices and data from Lipper Analytical Services,
Inc.,  Standard  &  Poor's  Indices,  or  VARDS.

From  time  to time, evaluation of performance by independent sources may also
be  used  in  advertisements  and  in  information  furnished  to  present  or
prospective  contract  owners.
       
                                  TAX STATUS

NOTE:  The  following  description  is  based  upon  the  Insurance  Company's
understanding  of  current  federal  income tax law applicable to annuities in
general. The Insurance 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 Insurance 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 herein
may be applicable in certain situations. Moreover, no attempt has been made to
consider  any  applicable  state  or  other  tax  laws.

GENERAL

Section  72  of  the Code governs taxation of annuities in general. A Contract
Owner  is not taxed on increases in the value of a Contract until distribution
occurs,  either in the form of a lump sum payment or as annuity payments under
the  Annuity  Option  elected.  For  a  lump  sum  payment received as a total
surrender  (total  redemption) or death benefit, the recipient is taxed on the
portion  of  the  payment  that  exceeds  the  cost basis of the Contract. For
Non-Qualified  Contracts,  this cost basis is generally the purchase payments,
while  for Qualified Contracts there may be no cost basis. The taxable portion
of  the  lump  sum  payment  is  taxed  at  ordinary  income  tax  rates.

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

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

DIVERSIFICATION

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

On  March  2,  1989,  the  Treasury Department issued regulations (Treas. Reg.
1.817-5)  which  established  diversification  requirements for the investment
portfolios  underlying  variable  contracts  such  as  the  Contracts.  The
regulations  amplify  the  diversification requirements for variable contracts
set  forth in the Code and provide an alternative to the safe harbor provision
described  above.

Under  the  regulations,  an  investment  portfolio  will be deemed adequately
diversified  if:  (1) no more than 55% of the value of the total assets of the
portfolio  is  represented  by any one investment; (2) no more than 70% of the
value  of  the  total  assets  of  the  portfolio  is  represented  by any two
investments;  (3)  no  more  than  80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the  value  of  the  total  assets of the portfolio is represented by any four
investments.

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

The  Insurance  Company  intends  that  all  Funds of Franklin Valuemark Funds
underlying  the  Contracts  will  be  managed  by  the  Managers  for Franklin
Valuemark  Funds  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 Separate Account will cause the Contract
Owner  to  be  treated  as  the  owner  of the assets of the Separate 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 Separate 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  Separate  Account.

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

MULTIPLE  CONTRACTS

The  Code  provides  that  multiple  non-qualified annuity contracts which are
issued within a calendar year period to the same contract owner by one company
or  its  affiliates  are  treated  as  one  annuity  contract  for purposes of
determining  the  tax  consequences  of  any  distribution. Such treatment may
result  in  adverse  tax  consequences,  including  more rapid taxation of the
distributed amounts from such combination of contracts. Contract Owners should
consult  a tax adviser prior to purchasing more than one non-qualified annuity
contract  in  any  calendar  year  period.

CONTRACTS  OWNED  BY  OTHER  THAN  NATURAL  PERSONS

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

TAX  TREATMENT  OF  ASSIGNMENTS

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

INCOME  TAX  WITHHOLDING

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

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

TAX  TREATMENT  OF  WITHDRAWALS  -  NON-QUALIFIED  CONTRACTS

Section  72  of  the  Code  governs  treatment  of  distributions from annuity
contracts.  It  provides  that  if  the  contract  value exceeds the aggregate
purchase  payments  made, any amount withdrawn will be treated as coming first
from  the  earnings  and  then, only after the income portion is exhausted, as
coming  from the principal. Withdrawn earnings are includible in gross income.
It  further provides that a ten percent (10%) penalty will apply to the income
portion  of  any  distribution. However, the penalty is not imposed on amounts
received:  (a)  after  the taxpayer reaches age 59 1/2; (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) in a series of
substantially  equal  periodic payments made not less frequently than annually
for  the  life (or life expectancy) of the taxpayer or for the joint lives (or
joint  life  expectancies)  of  the taxpayer and his Beneficiary; (e) under an
immediate  annuity; or (f) which are allocable to purchase payments made prior
to  August  14,  1982.

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

QUALIFIED  PLANS

The  Contracts  offered by this Prospectus are designed to be suitable for use
under  various  types  of  Qualified  Plans.  Because  of the minimum purchase
payment requirements, these Contracts may not be appropriate for some periodic
payment  retirement  plans.  Taxation  of  participants in each Qualified Plan
varies  with  the type of plan and terms and conditions of each specific plan.
Contract  Owners,  Annuitants  and  Beneficiaries  are cautioned that benefits
under  a Qualified Plan may be subject to the terms and conditions of the plan
regardless of the terms and conditions of the Contracts issued pursuant to the
plan. Some retirement plans are subject to distribution and other requirements
that  are  not  incorporated  into  the  Insurance  Company's  administrative
procedures.  Contract  Owners,  participants and Beneficiaries are responsible
for determining that contributions,  distributions and other transactions with
respect  to  the  Contracts  comply with applicable law. Following are general
descriptions  of  the types of Qualified Plans with which the Contracts may be
used.  Such  descriptions are not exhaustive and are for general informational
purposes  only.  The  tax rules regarding Qualified Plans are very complex and
will  have  differing  applications,  depending  on  individual  facts  and
circumstances.  Each  purchaser  should  obtain  competent tax advice prior to
purchasing  a  Contract  issued  under  a  Qualified  Plan.

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

Contracts  issued  pursuant  to  Qualified  Plans  include  special provisions
restricting  Contract provisions that may otherwise be available and described
in  this  Prospectus.  Generally, Contracts issued pursuant to Qualified Plans
are  not  transferable except upon surrender or annuitization. Various penalty
and excise taxes may apply to contributions or distributions made in violation
of  applicable  limitations.    Furthermore,  certain withdrawal penalties and
restrictions  may  apply  to  surrenders  from  Qualified Contracts. (See "Tax
Treatment  of  Withdrawals  -  Qualified  Contracts.")

a.    H.R.  10  Plans

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

b.    Tax-Sheltered  Annuities

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

c.    Individual  Retirement  Annuities

Section  408(b)  of  the Code permits eligible individuals to contribute to an
individual  retirement  program  known  as  an "Individual Retirement Annuity"
("IRA").  Under  applicable limitations, certain amounts may be contributed to
an  IRA which may be deductible from the individual's gross income. These IRAs
are  subject to limitations on eligibility, contributions, transferability and
distributions.  (See  "Tax  Treatment  of Withdrawals - Qualified Contracts.")
Under  certain  conditions,  distributions from other IRAs and other Qualified
Plans  may  be rolled over or transferred on a tax-deferred basis into an IRA.
Sales  of  Contracts  for  use  with  IRAs are subject to special requirements
imposed  by  the  Code,  including  the requirement that certain informational
disclosure  be  given  to  persons desiring to establish an IRA. Purchasers of
Contracts  to  be  qualified  as Individual Retirement Annuities should obtain
competent  tax  advice  as  to  the  tax  treatment and suitability of such an
investment.

d.    Corporate  Pension  and  Profit-Sharing  Plans

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

TAX  TREATMENT  OF  WITHDRAWALS  -  QUALIFIED  CONTRACTS

In  the  case of a withdrawal under a Qualified Contract, a ratable portion of
the  amount  received  is  taxable,  generally  based  on  the  ratio  of  the
individual's  cost  basis  to the individual's total accrued benefit under the
retirement  plan. Special tax rules may be available for certain distributions
from a Qualified Contract. Section 72(t) of the Code imposes a 10% penalty tax
on  the  taxable  portion of any distribution from qualified retirement plans,
including  Contracts issued and qualified under Code Sections 401 (H.R. 10 and
Corporate  Pension and Profit-Sharing Plans), 403(b) (Tax-Sheltered Annuities)
and  408(b)  (Individual  Retirement Annuities). To the extent amounts are not
includible  in  gross income because they have been properly rolled over to an
IRA or to another eligible Qualified Plan, no tax penalty will be imposed. The
tax penalty will not apply to the following distributions: (a) if distribution
is  made  on  or  after  the date on which the Contract Owner or Annuitant (as
applicable)  reaches  age  59    ;  (b)  distributions  following the death or
disability  of  the  Contract  Owner  or  Annuitant  (as applicable) (for this
purpose  disability  is as defined in Section 72(m)(7) of the Code); (c) after
separation  from  service,  distributions that are part of substantially equal
periodic payments made not less frequently than annually for the life (or life
expectancy)  of  the  Contract Owner or Annuitant (as applicable) or the joint
lives  (or  joint  life  expectancies) of such Contract Owner or Annuitant (as
applicable)  and  his designated beneficiary;  (d) distributions to a Contract
Owner or Annuitant (as applicable) who has separated from service after he has
attained age 55; (e) distributions made to the Contract Owner or Annuitant (as
applicable)  to  the  extent  such  distributions  do  not  exceed  the amount
allowable  as  a  deduction  under  Code  Section 213 to the Contract Owner or
Annuitant (as applicable) for amounts paid during the taxable year for medical
care;  (f)  distributions  made  to an alternate payee pursuant to a qualified
domestic  relations order; and (g) distributions from an Individual Retirement
Annuity  for  the  purchase  of  medical  insurance  (as  described in Section
213(d)(1)(D)  of  the  Code)  for the Contract Owner and his or her spouse and
dependents if the Contract Owner has received unemployment compensation for at
least  12 weeks. This exception no longer applies after the Contract Owner has
been  re-employed for at least 60 days. The exceptions stated in items (d) and
(f)  above  do  not apply in the case of an Individual Retirement Annuity. The
exception  stated  in  item  (c)  applies  to an Individual Retirement Annuity
without  the  requirement  that  there  be  a  separation  from  service.

Generally,  distributions  from  a  Qualified Plan must commence no later than
April 1 of the calendar year following the later of: (a) the year in which the
employee  attains  age  70  1/2 or (b) the calendar year in which the employee
retires.  The date set forth in (b) does not apply to an Individual Retirement
Annuity.  Required  distributions must be over a period not exceeding the life
expectancy  of  the  individual or the joint lives or life expectancies of the
individual  and  his  or  her  designated beneficiary. If the required minimum
distributions  are not made, a 50% penalty tax is imposed as to the amount not
distributed.       

TAX-SHELTERED  ANNUITIES  -  WITHDRAWAL  LIMITATIONS

The  Code  limits the withdrawal of amounts attributable to contributions made
pursuant  to a salary reduction agreement (as defined in Section 403(b)(11) of
the Code) to circumstances only when the Contract Owner: (1) attains age 59  ;
(2) separates from service; (3) dies; (4) becomes disabled (within the meaning
of  Section  72(m)(7)  of  the Code); or (5) in the case of hardship. However,
withdrawals for hardship are restricted to the portion of the Contract Owner's
Contract  Value  which represents contributions by the Contract Owner and does
not  include  any  investment  results.  The limitations on withdrawals became
effective  on January 1, 1989 and apply only to salary reduction contributions
made after December 31, 1988, and to income attributable to such contributions
and  to  income  attributable  to  amounts  held  as of December 31, 1988. The
limitations  on  withdrawals  do  not  affect  rollovers and transfers between
certain  Qualified Plans. Contract Owners should consult their own tax counsel
or  other  tax  adviser  regarding  any  distributions.

                              ANNUITY PROVISIONS

FIXED  ANNUITY  PAYOUT

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

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  Fund(s).

ANNUITY  UNIT  VALUE:

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

The  first  Annuity  Payment  is equal to the Adjusted Contract Value, 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 Fund the
fixed  number  of  Annuity  Units  is determined by dividing the amount of the
initial  Annuity Payment determined for each Fund by the Annuity Unit value on
the  Income Date. Thereafter, the number of Annuity Units in each Fund remains
unchanged  unless  the  Contract  Owner  elects to transfer between Funds. 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  for each Fund. The Annuity Payment in each Fund is
determined  by  multiplying the number of Annuity Units then allocated to such
Fund  by  the  Annuity  Unit  value  for  that  Fund.

On  each subsequent Valuation Date, the value of an Annuity Unit is determined
in  the  following  way:

First:  The Net Investment Factor is determined as described in the Prospectus
under  "Purchase  -  Accumulation  Units."

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

     a.  the value of the Annuity Unit for the immediately preceding Valuation
Period.

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

     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. The Assumed Investment
Return  that  the  Insurance  Company  will  use is 5%. However, the Insurance
Company  may  agree  to  use  a  different  value.

                     MORTALITY AND EXPENSE RISK GUARANTEE

The  Insurance  Company  guarantees  that  the  dollar  amount of each annuity
payment  after the first annuity payment will not be affected by variations in
mortality  and  expense  experience.

                             FINANCIAL STATEMENTS
   
The  audited  consolidated financial statements of the Insurance Company as of
and for the year ended December 31, 1995, included herein should be considered
only  as  bearing  upon  the  ability  of  the  Insurance  Company to meet its
obligations  under  the  Contracts.  The  audited  financial statements of the
Separate  Account  as  of  and  for  the year ended December 31, 1995 are also
included  herein.  In addition, unaudited financial statements of the Separate
Account  as  of  and  for  the  six-month  period ended September 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
September 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, 384,726 shares,
   cost $384,726..........................................   $384,726           -          -          -           -            -
  Growth and Income Fund,
   56,037 shares, cost $795,302...........................          -     911,161          -          -           -            -
  Precious Metals Fund,
   7,345 shares, cost $107,715............................          -           -    105,181          -           -            -
  High Income Fund, 28,027
   shares, cost $358,603..................................          -           -          -    380,601           -            -
  Real Estate Securities Fund,
   12,625 shares, cost $195,907...........................          -           -          -          -     242,017            -
  U.S. Government Securities Fund,
   37,983 shares, cost $491,321...........................          -           -          -          -           -      496,440
                                                             --------     -------    -------    -------     -------      -------
     Total assets.........................................    384,726     911,161    105,181    380,601     242,017      496,440
                                                             --------     -------    -------    -------     -------      -------
Liabilities:
 Accrued mortality and expense risk charges...............         76          88         15         44          30           56
 Accrued administrative charges...........................          9          11          2          5           4            7
                                                             --------     -------    -------    -------     -------      -------
     Total liabilities....................................         85          99         17         49          34           63
                                                             --------     -------    -------    -------     -------      -------
     Net assets...........................................   $384,641     911,062    105,164    380,552     241,983      496,377
                                                             ========     =======    =======    =======     =======      =======
Contract owners' equity:
 Contracts in accumulation period (note 6)................   $384,494     909,226    105,164    380,527     241,945      496,374
 Contracts in annuity payment period (note 2).............        147       1,836          -         25          38            3
                                                             --------     -------    -------    -------     -------      -------
     Total contract owners' equity........................   $384,641     911,062    105,164    380,552     241,983      496,377
                                                             ========     =======    =======    =======     =======      =======
 Accumulation units outstanding...........................     29,044      50,176      7,228     20,407      11,770       30,616
                                                             ========     =======    =======    =======     =======      =======
 Accumulation unit value per unit.........................    $13.238      18.121     14.549     18.647      20.556       16.213
                                                             ========     =======    =======    =======     =======      =======
<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.)
September 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,
   64,843 shares, cost $1,018,812................  $1,119,185             -           -           -             -             -
  Zero Coupon Fund - 2000,
   7,189 shares, cost $100,581...................           -       106,256           -           -             -             -
  Zero Coupon Fund - 2005,
   4,565 shares, cost $66,999....................           -             -      71,254           -             -             -
  Zero Coupon Fund - 2010,
   4,712 shares, cost $71,127....................           -             -           -      71,573             -             -
  Templeton Global Income Securities
   Fund, 15,390 shares, cost $195,628............           -             -           -           -       199,913             -
  Investment Grade Intermediate Bond
   Fund, 10,083 shares, cost $133,589............           -             -           -           -             -       137,027
                                                    ----------      -------      ------      ------       -------       -------
      Total assets...............................    1,119,185      106,256      71,254      71,573       199,913       137,027
                                                    ----------      -------      ------      ------       -------       -------
Liabilities:
 Accrued mortality and expense risk charges......          118           16          12          13            25            19
 Accrued administrative charges..................           14            2           1           1             3             2
                                                    ----------      -------      ------      ------       -------       -------
      Total liabilities..........................          132           18          13          14            28            21
                                                    ----------      -------      ------      ------       -------       -------
      Net assets.................................   $1,119,053      106,238      71,241      71,559       199,885       137,006
                                                    ==========      =======      ======      ======       =======       =======
Contract owners' equity:
 Contracts in accumulation period (note 6).......   $1,117,882      106,238      71,241      71,559       199,885       136,997
 Contracts in annuity payment period (note 2)....        1,171            -           -           -             -             9
                                                    ----------      -------      ------      ------       -------       -------
      Total contract owners' equity..............   $1,119,053      106,238      71,241      71,559       199,885       137,006
 
 Accumulation units outstanding..................       56,807        5,889       3,624       3,553        12,445         8,761
                                                    ==========      =======      ======      ======       =======       =======
 Accumulation unit value per unit................      $19.679       18.040      19.657      20.140        16.061        15.638
                                                    ==========      =======      ======      ======       =======       =======
<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.)
September 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, 74,728
   shares, cost $1,110,537.........................   $1,222,546           -           -          -            -             -
  Adjustable U.S. Government Fund,
   14,034 shares, cost $151,255....................            -     145,392           -          -            -             -
  Templeton Pacific Growth Fund,
   23,962 shares, cost $328,062....................            -           -     351,046          -            -             -
  Rising Dividends Fund, 34,496
   shares, cost $377,287...........................            -           -           -    477,765            -             -
  Templeton International Equity Fund,
   67,163 shares, cost $851,471....................            -           -           -          -      955,733             -
  Templeton Developing Markets Equity
   Fund, 21,764 shares, cost $224,775..............            -           -           -          -            -       236,353
                                                      ----------     -------     -------    -------      -------       -------
      Total assets.................................    1,222,546     145,392     351,046    477,765      955,733       236,353
                                                      ----------     -------     -------    -------      -------       -------
Liabilities:
 Accrued mortality and expense risk charges........          114          20          25         48          129            28
 Accrued administrative charges....................           14           2           3          6           15             3
                                                      ----------     -------     -------    -------      -------       -------
      Total liabilities............................          128          22          28         54          144            31
                                                      ----------     -------     -------    -------      -------       -------
      Net assets...................................   $1,222,418     145,370     351,018    477,711      955,589       236,322
                                                      ==========     =======     =======    =======      =======       =======
Contract owners' equity:
 Contracts in accumulation period (note 6).........   $1,219,705     145,365     350,432    477,086      954,531       234,916
 Contracts in annuity payment period (note 2)......        2,713           5         586        625        1,058         1,406
                                                      ----------     -------     -------    -------      -------       -------
      Total contract owners' equity................   $1,222,418     145,370     351,018    477,711      955,589       236,322
                                                      ==========     =======     =======    =======      =======       =======
 Accumulation units outstanding....................       58,897      11,794      23,562     34,543       64,218        21,748
                                                      ==========     =======     =======    =======      =======       =======
 Accumulation unit value per unit..................      $20.709      12.326      14.873     13.811       14.864        10.802
                                                      ==========     =======     =======    =======      =======       =======
<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.)
September 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,
   37,938 shares, cost $428,552............................   $482,189            -         -        -            -
  Templeton Global Asset Allocation
   Fund, 3,363 shares, cost $36,478........................          -       39,386         -        -            -
  Small Cap Fund, 10,862 shares,
   cost $125,977...........................................          -            -   137,400        -            -
  Capital Growth Fund,  1,819 shares,
   cost $18,806............................................          -            -         -   19,844            -
  Templeton International Smaller Companies
   Fund, 900 shares, cost $9,190...........................          -            -         -        -        9,366
                                                              --------       ------   -------   ------       ------
      Total assets.........................................    482,189       39,386   137,400   19,844        9,366    8,302,354
                                                              --------       ------   -------   ------       ------    ---------
Liabilities:
Accrued mortality and expense risk charges.................         57            9        20       60           36        1,058
Accrued administrative charges.............................          7            1         2        7            4          125
                                                               -------       ------   -------   ------       ------    ---------
      Total liabilities....................................         64           10        22       67           40        1,183
                                                               -------       ------   -------   ------       ------    ---------
      Net assets.. ........................................   $482,125       39,376   137,378   19,777        9,326    8,301,171
                                                              ========       ======   =======   ======       ======    =========
Contract owners' equity:
Contracts in accumulation period (note 6)..................   $479,586       38,980   137,020   19,622        9,320    8,288,095
Contracts in annuity payment period (note 2)...............      2,539          396       358      155            6       13,076
                                                              --------       ------   -------   ------       ------    ---------
      Total contract owners' equity........................   $482,125       39,376   137,378   19,777        9,326    8,301,171
                                                              ========       ======   =======   ======       ======    =========
 Accumulation units outstanding............................     38,267        3,337    11,034    1,809          901      510,430
                                                              ========       ======   =======   ======       ======    =========
 Accumulation unit value per unit..........................    $12.533       11.681    12.418   10.847       10.349
                                                              ========       ======   =======   ======       ======
<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 September 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....................    $ 15,374      20,139     1,477     27,936        9,054      36,122
                                                            --------      ------    ------     ------       ------      ------
Expenses:
 Mortality and expense risk charges.....................       3,863       8,131     1,132      3,172        1,993       4,930
 Administrative charges.................................         464         976       136        381          239         592
                                                            --------      ------    ------     ------       ------      ------
      Total expenses....................................       4,327       9,107     1,268      3,553        2,232       5,522
                                                            --------      ------    ------     ------       ------      ------
      Investment income (loss), net.....................      11,047      11,032       209     24,383        6,822      30,600
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..................................     335,551      62,579    57,368     63,617       13,313      70,295
   Cost of investments sold.............................    (335,551)    (51,786)  (52,908)   (58,166)     (11,333)    (67,961)
                                                            --------      ------    ------     ------       ------      ------
      Total realized gains (losses) on
       sales of investments, net........................           -      10,793     4,460      5,451        1,980       2,334
                                                            --------      ------    ------     ------       ------      -------
      Realized gains (losses) on investments, net.......           -      82,122     5,814      6,934        1,980       2,334
  Net change in unrealized appreciation
   (depreciation) on investments........................           -     (54,823)   (5,112)    (4,282)      19,279     (36,715)
                                                            --------      ------    ------     ------       ------      -------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net..           -      27,299       702      2,652       21,259     (34,381)
    
                                                            --------      ------    ------     ------       ------      ------
Net increase (decrease) in net assets from operations...    $ 11,047      38,331       911     27,035       28,081      (3,781)
                                                            ========      ======    ======     ======       ======      ======
<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 September 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..............      11,428       1,014       665            661         1,947          1,382
  Administrative charges.........................       1,371         122       80             79            234            166
                                                     --------      ------       -----       ------        ------         ------
     Total expenses..............................      12,799       1,136       745            740         2,181          1,548
                                                     --------      ------       -----       ------        ------         ------
     Investment income (loss), net...............      47,164       4,779       2,989        2,947        13,144          6,245
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...........................     218,254      13,592       6,459       23,193        34,744         23,668
   Cost of investments sold......................    (194,545)    (12,495)     (5,904)     (21,389)      (33,691)       (22,851)
                                                     --------      ------       -----       ------        ------         ------
      Total realized gains (losses) on sales
       of investments, net.......................      23,709       1,097         555        1,804         1,053            817
                                                     --------      ------       -----       ------        ------         ------
      Realized gains (losses) on investments, net      23,709       1,155         555        2,803         1,053            817
  Net change in unrealized appreciation
   (depreciation) on investments.................     (65,744)     (7,501)     (7,919)     (13,440)       (7,571)        (5,448)
                                                     --------      ------       -----       ------        ------         ------
      Total realized gains (losses) and
       unrealized appreciation (depreciation)
       on investments, net.......................     (42,035)     (6,346)     (7,364)     (10,637)       (6,518)        (4,631)
                                                     --------      ------       -----       ------        ------         ------
Net increase (decrease) in net assets
 from operations.................................     $ 5,129      (1,567)     (4,375)      (7,690)        6,626          1,614
                                                     ========      ======       =====       ======        ======         ======
<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 September 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................       11,329       1,537       3,284     4,170        8,392           2,003
 Administrative charges............................        1,360         184         394       500        1,007             240
                                                         -------      ------      ------    ------       ------          ------
      Total expenses...............................       12,689       1,721       3,678     4,670        9,399           2,243
                                                         -------      ------      ------    ------       ------          ------
      Investment income (loss), net................       49,389      10,578       6,504     4,782       14,342            (155)
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.............................       71,179      49,379      80,140    37,138       44,178          25,313
   Cost of investments sold........................      (64,242)    (50,307)    (73,039)  (30,763)     (39,696)        (24,333)
                                                         -------      ------      ------    ------       ------          ------
      Total realized gains (losses) on sales
       of investments, net.........................        6,937        (928)      7,101     6,375        4,482             980
                                                         -------      ------      ------    ------       ------          ------
      Realized gains (losses) on investments, net..       17,261        (928)     13,002     6,375       33,534           4,842
  Net change in unrealized appreciation
   (depreciation) on investments...................      (11,955)     (4,657)      9,400    33,282       50,075          14,816
                                                         -------      ------      ------    ------       ------          ------
      Total realized gains (losses) and
       unrealized appreciation (depreciation)
       on investments, net.........................        5,306      (5,585)     22,402    39,657       83,609          19,658
                                                         -------      ------      ------    ------       ------          ------
Net increase (decrease) in net assets from operations    $54,695       4,993      28,906    44,439       97,951          19,503
                                                         =======      ======      ======    ======       ======          ======
<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 September 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         -            -      333,391  
                                                              -------       -----     ------     -----        -----    ---------
Expenses:
 Mortality and expense risk charges.......................      3,875         257        751        60           36       76,012
  Administrative charges..................................        465          31         90         7            4        9,122
                                                              -------       -----     ------     -----        -----    ---------
      Total expenses......................................      4,340         288        841        67           40       85,134
                                                              -------       -----     ------     -----        -----    ---------
      Investment income (loss), net.......................      2,644        (274)      (807)      (67)         (40)     248,257
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....................................     11,298       2,331     36,507     2,088        2,068    1,284,252
   Cost of investments sold...............................    (10,384)     (2,218)   (36,457)   (2,130)      (2,040)  (1,204,189)
                                                              -------       -----     ------     -----        -----    ---------
      Total realized gains (losses) on sales
       of investments, net................................        914         113         50       (42)          28       80,063
                                                              -------       -----     ------     -----        -----    ---------
      Realized gains (losses) on investments, net.........      7,898         140         53       (42)          28      211,439
  Net change in unrealized appreciation (depreciation)
   on investments.........................................     26,852       2,585     11,240     1,039          175      (56,424)
                                                              -------       -----     ------     -----        -----    ---------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net....     34,750       2,725     11,293       997          203      155,015
                                                              -------       -----     ------     -----        -----    ---------
Net increase (decrease) in net assets from operations.....    $37,394       2,451     10,486       930          163      403,272
                                                              =======       =====     ======     =====        =====    =========
<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 September 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.......    $ 11,047     17,718      11,032     (1,279)       209         52     24,383     15,167
  Realized gains (losses) on
   investments, net...................           -          -      82,122     21,076      5,814      2,150      6,934      3,298
  Net change in unrealized appreciation
   (depreciation) on investments......           -          -     (54,823)   147,406     (5,112)    (2,147)    (4,282)    27,669
                                          --------    -------     -------    -------    -------     ------    -------    -------
      Net increase (decrease) in
       net assets from operations.....      11,047     17,718      38,331    167,203        911         55     27,035     46,134
                                          --------    -------     -------    -------    -------     ------    -------    -------
 Contract transactions (note 6):
  Purchase payments...................     130,546    190,018     108,174     98,725     19,165     11,049     38,662     47,086
  Transfers between funds.............     (67,884)  (169,358)     32,137    150,088     (4,175)   (17,212)    21,744     46,491
  Surrenders and terminations.........     (86,762)  (120,722)    (78,028)   (73,514)    (8,107)   (11,728)   (30,002)   (43,591)
  Rescissions.........................      (2,174)    (5,198)     (2,759)    (1,783)      (309)      (326)      (515)    (1,643)
  Other transactions (note 2).........         (67)       238         475        240         49        (36)        48         77
                                          --------    -------     -------    -------    -------     ------    -------    -------
      Net increase (decrease)
       in net assets resulting from
       contract transactions..........     (26,341)  (105,022)     59,999    173,756      6,623    (18,253)    29,937     48,420
                                          --------    -------     -------    -------    -------     ------    -------    -------
Increase (decrease) in net assets.....     (15,294)    87,304)     98,330    340,959      7,534    (18,198)    56,972     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...........    $384,641    399,935     911,062    812,732    105,164     97,630    380,552    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 September 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.......   $ 6,822      3,361      30,600     30,379      47,164       48,876        -      2,395
  Realized gains (losses) on
   investments, net...................     1,980      1,477       2,334      2,695      23,709        1,589        -        600
  Net change in unrealized appreciation
   (depreciation) on investments......    19,279     22,517     (36,715)    54,968     (65,744)     255,500        -       (597)
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
      Net increase (decrease) in
       net assets from operations.....    28,081     27,355      (3,781)    88,042       5,129      305,965        -      2,398
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
 Contract transactions (note 6):
  Purchase payments...................    20,616     19,829      30,654     47,766      47,586       73,558        -      1,557
  Transfers between funds.............    10,018    (12,435)    (37,143)    (5,307)   (111,925)      10,721        -    (36,522)
  Surrenders and terminations.........   (15,316)   (17,397)    (52,362)   (74,423)   (126,645)    (141,926)       -    (13,413)
  Rescissions.........................      (184)      (277)       (616)    (1,813)       (704)      (1,891)       -        (49)
  Other transactions (note 2).........        (5)        99         391        132         117          537        -         88
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
      Net increase (decrease)
       in net assets resulting from
       contract transactions.........     15,129    (10,181)    (59,076)   (33,645)   (191,571)     (59,001)       -    (48,339)
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
Increase (decrease) in net assets.....    43,210     17,174     (62,857)    54,397    (186,442)     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...........  $241,983    198,773     496,377    559,234   1,119,053    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 September 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...........    $ 4,779      2,895     2,989      1,752     2,947     1,068     13,144      5,291
  Realized gains (losses) on
   investments, net.......................      1,155      1,081       555        753     2,803     2,987      1,053       (206)
  Net change in unrealized appreciation
   (depreciation) on investments..........     (7,501)    12,514    (7,919)    13,063   (13,440)   15,696     (7,571)    22,286
                                             --------    -------    ------     ------    ------    ------    -------    -------
      Net increase (decrease) in
       net assets from operations.........     (1,567)    16,490    (4,375)    15,568    (7,690)   19,751      6,626     27,371
                                             --------    -------    ------     ------    ------    ------    -------    -------
 Contract transactions (note 6):
  Purchase payments.......................     10,674     16,203    8,946      13,119     9,868    12,239      9,277     13,098
  Transfers between funds.................     (3,006)    13,339   (1,863)      4,711    (2,662)    9,807    (15,268)   (21,421)
  Surrenders and terminations.............    (10,625)   (10,927)  (4,609)     (4,654)   (4,843)   (5,624)   (20,813)   (29,898)
  Rescissions.............................       (210)      (263)    (144)       (185)     (244)     (469)      (159)      (400)
  Other transactions (note 2).............          7        (17)      (6)        (23)       (6)      177         79         25
                                             --------    -------    ------     ------    ------    ------    -------    -------
      Net increase (decrease) in
       net assets resulting from
       contract transactions..............     (3,160)    18,335     2,324     12,968     2,113    16,130    (26,884)   (38,596)
                                             --------    -------    ------     ------    ------    ------    -------    -------
Increase (decrease) in net assets.........     (4,727)    34,825    (2,051)    28,536    (5,577)   35,881    (20,258)   (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...............   $106,238    110,965    71,241     73,292    71,559    77,136    199,885    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 September 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....   $ 6,245       3,922       49,389      44,301     10,578      9,723      6,504       1,633
  Realized gains (losses)
   on investments, net.............       817         624       17,261       7,100       (928)    (1,327)    13,002       3,150
  Net change in unrealized appreciation
   (depreciation) on investments...    (5,448)      7,237      (11,955)    145,457     (4,657)     6,258      9,400      14,929
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
      Net increase (decrease) in
       net assets from operations..     1,614      11,783       54,695     196,858      4,993     14,654     28,906      19,712
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
 Contract transactions (note 6):
  Purchase payments................    10,867      15,136      123,761     145,910     26,484     43,555     27,216      27,022
  Transfers between funds..........   (12,899)        364      (21,216)     33,034    (41,567)   (75,287)    14,650     (52,319)
  Surrenders and terminations......   (12,222)    (16,323)    (107,757)   (125,202)   (18,519)   (27,666)   (26,399)    (35,125)
  Rescissions......................      (243)       (379)      (2,683)     (3,470)      (559)    (1,087)      (323)     (1,057)
  Other transactions (note 2)......         7         (24)         475         670         31        296        125         (45)
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
      Net increase (decrease) in
       net assets resulting from
       contract transactions.......   (14,490)     (1,226)      (7,420)     50,942    (34,130)   (60,189)    15,269     (61,524)
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
Increase (decrease) in net assets..   (12,876)     10,557       47,275     247,800    (29,137)   (45,535)    44,175     (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........  $137,006     149,882    1,222,418   1,175,143    145,370    174,507    351,018     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 September 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.......    $ 4,782      2,452     14,342       1,998      (155)    (1,241)     2,644      (2,008)
  Realized gains (losses))
   on investments, net................      6,375      1,323     33,534      20,155     4,842       (277)     7,898         303
  Net change in unrealized appreciation
   (depreciation) on investments......     33,282     81,539     50,075      42,587    14,816      3,149     26,852      26,429
                                         --------    -------    -------     -------   -------    -------    -------     -------
      Net increase (decrease) in
       net assets from operations.....     44,439     85,314     97,951      64,740    19,503      1,631     37,394      24,724
                                         --------    -------    -------     -------   -------    -------    -------     -------
 Contract transactions (note 6):
  Purchase payments...................     39,976     42,756     82,272      99,403    44,265     42,027    108,253     119,490
  Transfers between funds.............      4,268     50,303     43,384     (30,418)   34,064     22,865     36,808      46,237
  Surrenders and terminations.........    (33,266)   (35,907)   (61,709)    (72,338)  (11,567)    (7,387)   (21,325)    (15,658)
  Rescissions.........................       (827)      (750)    (1,331)     (2,115)     (469)    (1,069)    (1,349)     (1,966)
  Other transactions (note 2).........        129        131        352          59        45        (55)        60          64
                                         --------    -------    -------     -------   -------    -------    -------     -------
      Net increase (decrease) in
       net assets resulting from
       contract transactions..........     10,280     56,533     62,968      (5,409)   66,338     56,381    122,447     148,167
                                         --------    -------    -------     -------   -------    -------    -------     -------
Increase (decrease) in net assets.....     54,719    141,847    160,919      59,331    85,841     58,012    159,841     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...........   $477,711    422,992    955,589     794,670   236,322    150,481    482,125     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 September 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................  $  (274)       127      (807)      (25)     (67)         -      (40)         -
  Realized gains (losses) on investments, net..      140         71        53         -      (42)         -       28          -
  Net change in unrealized appreciation
   (depreciation) on investments...............    2,585        323    11,240       183    1,039          -      175          -
                                                 -------     ------   -------     -----   ------      -----    -----       ----
      Net increase (decrease) in net assets
       from operations.........................    2,451        521    10,486       158      930          -      163          -
                                                 -------     ------   -------     -----   ------      -----    -----       ----
 Contract transactions (note 6):
  Purchase payments............................   13,714      5,580    36,808     2,140    6,645          -    3,208          -
  Transfers between funds......................   10,350      9,316    83,168    11,013   12,393          -    6,128          -
  Surrenders and terminations..................   (1,316)    (1,163)   (6,263)      (36)    (156)         -     (127)         -
  Rescissions..................................      (80)       (27)     (278)      (19)     (45)         -      (36)         -
  Other transactions (note 2)..................       23          7       197         4       10          -      (10)         -
                                                 -------     ------   -------    ------   ------      -----    -----       ----
      Net increase (decrease) in net assets
       resulting from contract transactions....   22,691     13,713   113,632    13,102   18,847          -    9,163          -
                                                 -------     ------   -------    ------   ------      -----    -----       ----
Increase (decrease) in net assets..............   25,142     14,234   124,118    13,260   19,777          -    9,326          -
                                                 -------     ------   -------    ------   ------      -----    -----       ----
Net assets at beginning of period..............   14,234          -    13,260         -        -          -        -          -
                                                 -------     ------   -------    ------   ------      -----    -----       ----
Net assets at end of period....................  $39,376     14,234   137,378    13,260   19,777          -    9,326          -
                                                 =======     ======   =======    ======   ======      =====    =====       ====
<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 September 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......................................................................    $ 248,257      188,557
  Realized gains (losses) on investments, net........................................................      211,439       68,622
  Net change in unrealized appreciation (depreciation) on investments................................      (56,424)     896,966
                                                                                                        ----------    ---------
      Net increase (decrease) in net assets from operations..........................................      403,272    1,154,145
                                                                                                        ----------    ---------
 Contract transactions (note 6):
  Purchase payments..................................................................................      957,637    1,087,266
  Transfers between funds............................................................................      (10,496)     (11,990)
  Surrenders and terminations........................................................................     (738,738)    (884,622)
  Rescissions........................................................................................      (16,241)     (26,236)
  Other transactions (note 2)........................................................................        2,526        2,644
                                                                                                        ----------    ---------
      Net increase (decrease) in net assets resulting from contract transactions.....................      194,688      167,062
                                                                                                        ----------    ---------
Increase (decrease) in net assets....................................................................      597,960    1,321,207
                                                                                                        ----------    ---------
Net assets at beginning of period....................................................................    7,703,211    6,382,004
                                                                                                        ----------    ---------
Net assets at end of period..........................................................................   $8,301,171    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
September 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.)
September 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 September 30, 1996 (unaudited) and the year ended December 31, 1995
were  $3,358,013  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%
<FN>
and (c) adding the products of each multiplication in (b) above.
</FN>
</TABLE>

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  September 30, 1996  (unaudited) and the year ended December 31, 1995 were
$7,893,373 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
September 30, 1996 (unaudited) and the year ended December 31, 1995 were $66,609
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 September 30, 1996  (unaudited) and the year ended December 31,
1995 were $10,495,680 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.)
September 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  September  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              -            -     $272,750
Templeton International Smaller Companies Fund...     250,000       4/30/96              -            -      260,250
</TABLE>

4. Investment Transactions

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

<TABLE>
<CAPTION>
<S>                                                   <C>     
Money Market Fund.................................    $320,036
Growth and Income Fund............................     204,624
Precious Metals Fund..............................      65,513
High Income Fund..................................     119,282
Real Estate Securities Fund.......................      35,156
U.S. Government Securities Fund...................      41,577
Utility Equity Fund...............................      73,259
Zero Coupon Fund - 2000...........................      15,222
Zero Coupon Fund - 2005...........................      11,740
Zero Coupon Fund - 2010...........................      29,221
Templeton Global Income Securities Fund...........      20,909
Investment Grade Intermediate Bond Fund...........      15,348
Income Securities Fund............................     122,983
Adjustable U.S. Government Fund...................      25,745
Templeton Pacific Growth Fund.....................     107,678
Rising Dividends Fund.............................      51,990
Templeton International Equity Fund...............     150,165
Templeton Developing Markets Equity Fund..........      95,316
Templeton Global Growth Fund......................     143,279
Templeton Global Asset Allocation Fund............      24,673
Small Cap Fund....................................     149,330
Capital Growth Fund...............................      20,935
Templeton International Smaller Companies Fund....      11,230
</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.)
September 30, 1996 (unaudited)

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

Transactions  in units for each fund for the period  ended  September  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..........................    9,952      6,062     1,181     2,176     1,082       1,913       2,428        -
 Transfers between funds....................   (5,155)     1,748      (349)    1,186       509      (2,323)     (5,781)       -
 Surrenders and terminations................   (6,622)    (4,399)     (507)   (1,685)     (809)     (3,273)     (6,479)       -
 Rescissions................................     (166)      (155)      (19)      (29)      (10)        (38)        (36)       -
 Other transactions.........................       (5)        27         3         3         -          24           6        -
                                               ------     ------     -----    ------    ------      ------      ------    -----
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions...........   (1,996)     3,283       309     1,651       772      (3,697)     (9,862)       -
                                               ------     ------     -----    ------    ------      ------      ------    -----
Accumulation units outstanding at
 September 30, 1996 (unaudited).............   29,044     50,176     7,228    20,407    11,770      30,616      56,807        -
                                               ======     ======     =====    ======    ======      ======      ======    =====
</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...................      596       456      488          599         703        6,109       2,190       1,835
 Transfers between funds.............     (169)      (94)    (121)        (987)       (829)      (1,064)     (3,429)      1,042
 Surrenders and terminations.........     (592)     (235)    (239)      (1,343)       (790)      (5,348)     (1,524)     (1,785)
 Rescissions.........................      (12)       (7)     (12)         (10)        (16)        (133)        (46)        (22)
 Other transactions..................        -         -        -            5           1           24           3           9
                                         -----     -----    -----       ------       -----       ------      ------      ------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions....     (177)      120      116       (1,736)       (931)        (412)     (2,806)      1,079
                                         -----     -----    -----       ------       -----       ------      ------      ------
Accumulation units outstanding at
 September 30, 1996 (unaudited)......    5,889     3,624    3,553       12,445       8,761       58,897      11,794      23,562
                                         =====     =====    =====       ======       =====       ======      ======      ======
</TABLE>

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

Notes to Financial Statements (cont.)
September 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............     3,070       5,713       4,103       8,833     1,201      3,166     638      313        64,807
 Transfers between funds......       290       2,992       3,145       2,981       920      7,128   1,189      605         3,434
 Surrenders and terminations..    (2,552)     (4,302)     (1,078)     (1,750)     (117)      (555)    (15)     (12)      (46,011)
 Rescissions..................       (64)        (93)        (44)       (111)       (7)       (24)     (4)      (4)       (1,062)
 Other transactions...........        10          25           4           5         2         17       1       (1)          163
                                  ------      ------      ------      ------     -----      -----   -----      ---       -------
      Net increase (decrease)
       in accumulation units
       resulting from
       contract transactions..       754       4,335       6,130       9,958     1,999      9,732   1,809      901        21,331
                                  ------      ------      ------      ------     -----      -----   -----      ---       -------
Accumulation units outstanding at
 September 30, 1996 (unaudited)   34,543      64,218      21,748      38,267     3,337     11,034   1,809      901       510,430
                                  ======      ======      ======      ======     =====      =====   =====      ===       =======
</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>

    
                                    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  Separate Account are
included  in  Part  B  hereof.

      1. Statements of Assets and Liabilities as of September 30, 1996
         (unaudited).
      2. Statements of Operations for the period ended September 30, 1996
         (unaudited).
      3. Statements  of  Changes  in  Net Assets for the period ended
         September 30, 1996 (unaudited) and the year ended December 31,   
         1995.
      4. Notes to Financial Statements - September 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's  Agreement
      4. Individual  Variable  Annuity  Contract*
      4.a. Waiver  of  Contingent  Deferred  Sales  Charge  Endorsement*
      4.b. Enhanced  Death  Benefit  Endorsement*
      5. Application  for  Individual  Variable  Annuity  Contract*
      6. (i)    Copy  of  Articles  of  Incorporation of the Company*
         (ii)  Copy  of  the  Bylaws  of  the  Company*
      7. Not  Applicable
      8. Form  of  Fund  Participation  Agreement*
      9. Opinion  and  Consent  of  Counsel
     10. Independent  Auditors'  Consent
     11. Not  Applicable
     12. Not  Applicable
     13. Calculation  of  Performance  Data
     14. Company  Organizational  Chart
     27. Financial  Data  Schedule

*  Incorporated  by reference to Registrant's Form N-4 electronically filed on
June  24,  1996.    

Item  25.        Directors  and  Officers  of  the  Depositor

The  following  are  the  Officers  and  Directors  of  the Insurance Company:

<TABLE>
<CAPTION>
<S>                           <C>
Name and Principal            Positions and Offices
Business Address              with Depositor
- ----------------------------  ---------------------------------

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 Boulevard
Minneapolis, MN 55439

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

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

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

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

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

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

Rev. Dennis Dease             Director
c/o University of St. Thomas
215 Summit Avenue
St. Paul, MN 55105-1096

James R. Campbell             Director
c/o Norwest Corp.
Norwest Center
Sixth & Marquette
Minneapolis, MN 55479-0116
</TABLE>



Item  26.     Persons Controlled by or Under Common Control with the Depositor
            or  Registrant
   
The  Insurance  Company  organizational  chart  is  included  as  Exhibit  14.
    
Item  27.        Number  of  Contract  Owners

Not  Applicable

Item  28.        Indemnification

The  Bylaws  of  the  Insurance  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
Insurance  Company  pursuant  to  the  foregoing,  or otherwise, the Insurance
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
Insurance  Company  of  expenses  incurred  or  paid by a director, officer or
controlling  person  of the Insurance 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  LLC  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
LLC:

<TABLE>
<CAPTION>
<S>                     <C>
                        Positions and Offices
Business Address        with Underwriter
- ----------------------  ----------------------

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

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

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

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

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

Edward J. Bonach        Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Catherine L. Mielke     Compliance Officer
1750 Hennepin Avenue
Minneapolis, MN 55403
</TABLE>



Item  30.        Location  of  Accounts  and  Records

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

Item  31.        Management  Services

Not  Applicable

Item  32.        Undertakings

   a.  Registrant hereby undertakes to file a post-effective amendment to this
registration  statement  as  frequently  as  is  necessary  to ensure that the
audited financial statements in the registration statement are never more than
sixteen  (16)  months  old  for  so long as payment under the variable annuity
contracts  may  be  accepted.

   b.  Registrant  hereby  undertakes  to  include  either  (1) as part of any
application  to purchase a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard  or  similar  written  communication  affixed  to  or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.

   c.  Registrant  hereby  undertakes  to  deliver any Statement of Additional
Information  and  any financial statements required to be made available under
this  Form  promptly  upon  written  or  oral  request.

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

The  Insurance  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 has caused this Registration Statement to be
signed  on  its  behalf  in the City of Minneapolis and State of Minnesota, on
this  9th  day  of  December,  1996.

                                         ALLIANZ  LIFE
                                         VARIABLE  ACCOUNT  B
                                         (Registrant)


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



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



                                         ALLIANZ  LIFE  INSURANCE  COMPANY
                                         OF  NORTH  AMERICA
                                            (Depositor)



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






Pursuant  to the requirements of the Securities Act of 1933, this registration
statement  has  been  signed by the following persons in the capacities and on
the  dates  indicated.

Signature  and  Title

<TABLE>
<CAPTION>
<S>                      <C>                          <C>
                         Chairman of the Board,
Lowell C. Anderson*      President                    12/9/96
- -----------------------                               -------
Lowell C. Anderson       and Chief Executive Officer

Herbert F. Hansmeyer*    Director                     12/9/96
- -----------------------                               -------
Herbert F. Hansmeyer

Michael P. Sullivan*     Director                     12/9/96
- -----------------------                               -------
Michael P. Sullivan

Dr. Jerry E. Robertson*  Director                     12/9/96
- -----------------------                               -------
Dr. Jerry E. Robertson

Dr. Gerhard Rupprecht*   Director                     12/9/96
- -----------------------                               -------
Dr. Gerhard Rupprecht

Edward J. Bonach*        Chief Financial Officer      12/9/96
- -----------------------                               -------
Edward J. Bonach

Rev. Dennis Dease*       Director                     12/9/96
- -----------------------                               -------
Rev. Dennis Dease

James R. Campbell*       Director                     12/9/96
- -----------------------                               -------
James R. Campbell
</TABLE>


                                         *By    Power  of  Attorney


                                          By:  /s/  ALAN  A.  GROVE
                                              --------------------------------
                                              Alan  A.  Grove
                                              Attorney-in-Fact


                                   EXHIBITS

                                      TO

                        PRE-EFFECTIVE AMENDMENT NO. 1

                                      TO

                                   FORM N-4

                       ALLIANZ LIFE VARIABLE ACCOUNT B

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA





                              INDEX TO EXHIBITS



EXHIBIT                                                                   PAGE


99.B3        Principal  Underwriter's  Agreement

99.B9        Opinion  and  Consent  of  Counsel

99.B10       Independent  Auditor's  Consent

99.B13       Calculation  of  Performance  Data

99.B14       Company  Organizational  Chart

27           Financial  Data  Schedule

                                                
                        PRINCIPAL UNDERWRITER'S AGREEMENT



         IT IS HEREBY  AGREED by and between  NORTH  AMERICAN  LIFE AND CASUALTY
COMPANY  ("INSURANCE  COMPANY")  on  behalf  of NALAC  VARIABLE  ACCOUNT  B (the
"Variable Account") and NALAC FINANCIAL PLANS, INC. ("PRINCIPAL UNDERWRITER") as
follows:


                                        I


     INSURANCE  COMPANY  proposes to issue and sell Individual  Flexible Payment
Variable  Annuity  Contracts (the  "Contracts") to the public through  PRINCIPAL
UNDERWRITER.  The PRINCIPAL  UNDERWRITER agrees to provide sales service subject
to the terms and  conditions  hereof.  The  Contracts  to be sold are more fully
described  in  the  registration  statement  and  the  prospectuses  hereinafter
mentioned.  Such  Contracts  will be issued by  INSURANCE  COMPANY  through  the
Variable Account.

                                       II


         INSURANCE  COMPANY grants  PRINCIPAL  UNDERWRITER the exclusive  right,
during the term of this Agreement,  subject to registration  requirements of the
Securities Act of 1933 and the Investment Company Act of 1940 and the provisions
of the Securities  Exchange Act of 1934, to be the  distributor of the Contracts
issued  through  the  Variable  Account.  PRINCIPAL  UNDERWRITER  will  sell the
Contracts under such terms as set by INSURANCE  COMPANY and will make such sales
to purchasers permitted to buy such Contracts as specified in the prospectus.


                                       III


         PRINCIPAL  UNDERWRITER  agrees  that  it  shall  undertake  at its  own
expense,  to perform all duties and functions which are necessary and proper for
the distribution of the Contracts.


                                       IV


         PRINCIPAL   UNDERWRITER  shall  be  compensated  for  its  distribution
services with respect to the Contracts  covered  hereby to the extent  necessary
for PRINCIPAL UNDERWRITER to meet its obligations pursuant to selling agreements
with approved broker/dealers.


                                        V


         On behalf of the Variable  Account,  INSURANCE  COMPANY  shall  furnish
PRINCIPAL UNDERWRITER with copies of all prospectuses,  financial statements and
other  documents  which  PRINCIPAL  UNDERWRITER  reasonably  requests for use in
connection  with the  distribution  of the  Contracts.  INSURANCE  COMPANY shall
provide to PRINCIPAL  UNDERWRITER such number of copies of the current effective
prospectus as PRINCIPAL UNDERWRITER shall request.


                                       VI


         PRINCIPAL UNDERWRITER is not authorized to give any information,  or to
make any  representations  concerning  the Contracts or the Variable  Account of
INSURANCE  COMPANY  other  than  those  contained  in the  current  registration
statement or prospectus  filed with the  Securities  and Exchange  Commission or
such sales literature as may be authorized by INSURANCE COMPANY.

                                       VII


         Both parties to this Agreement  agree to keep the necessary  records as
indicated  by  applicable  state and  federal  law and to render  the  necessary
assistance  to one  another  for the  accurate  and timely  preparation  of such
records.



                                      VIII


         This Agreement  shall be effective  upon the execution  hereof and will
remain in effect unless terminated as hereinafter provided. This Agreement shall
automatically  be  terminated  in the  event  of  its  assignment  by  PRINCIPAL
UNDERWRITER.

         This  Agreement  may at any time be  terminated  by either party hereto
upon 60 days written notice to the other party.

         All  notices,  requests,  demands and other  communications  under this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if served  personally on the party to whom notice is to be given,  or
on the date of mailing if sent by First Class  Mail,  Registered  or  Certified,
postage prepaid and properly addressed.

         IN WITNESS  WHEREOF,  the parties hereto have caused this instrument to
be  signed  on  their  behalf  by  their  respective   officers  thereunto  duly
authorized.

         EXECUTED this 14 day of September, 1988.



                                INSURANCE COMPANY

                                NORTH AMERICAN LIFE AND
                                CASUALTY COMPANY


                                    /s/ Lowell C. Anderson
                                BY: _____________________________
                                    Lowell C. Anderson, President
         /s/Michael Westermeyer
ATTEST: _______________________
              Secretary

                                PRINCIPAL UNDERWRITER

                                NALAC FINANCIAL PLANS, INC.


                                     /s/ Thomas B. Clifford
                                BY: _________________________________
                                    Thomas B. Clifford, Exec. Vice Pres.
         /s/Michael Westermeyer
ATTEST: ____________________
              Secretary


                                             December  13,  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
Flexible  Payment  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        Telephone 612 305 5000      Telefax 612 305 5039
4200 Norwest Center
Minneapolis, MN 55402






                            Independent Auditors' Consent


The Board of Directors of Allianz Life Insurance Company of North America and
the 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
December 13, 1996



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

                                              Original Purchase as of September 30, 1995
                                                Valuation Date as of September 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
9-30-95      Purchase                      $1,000.00          $16.06727515      62.238     62.238    $1,000.00
9-30-96      Contract Fee                     (1.00)           17.99590776     (0.056)     62.183     1,119.03
9-30-96      Value before Surr Chg                             17.99590776       0.000     62.183     1,119.03
9-30-96      Surrender Charge                (60.00)           17.99590776     (3.334)     58.849     1,059.03
Cumulative and Average Annual Total Returns
             without/with charges                                   12.00% A                             5.90% B

                                                   High Income
9-30-95      Purchase                      $1,000.00          $16.74221226      59.729     59.729    $1,000.00
9-30-96      Contract Fee                     (1.00)           18.51829760     (0.054)     59.675     1,105.08
9-30-96      Value before Surr Chg                             18.51829760       0.000     59.675     1,105.08
9-30-96      Surrender Charge                (60.00)           18.51829760     (3.240)     56.435     1,045.08
Cumulative and Average Annual Total Returns
             without/with charges                                   10.61% A                             4.51% B

                                                Income Securities
9-30-95      Purchase                      $1,000.00          $18.92064395      52.852     52.852    $1,000.00
9-30-96      Contract Fee                     (1.00)           20.56625705     (0.049)     52.804     1,085.97
9-30-96      Value before Surr Chg                             20.56625705       0.000     52.804     1,085.97
9-30-96      Surrender Charge                (60.00)           20.56625705     (2.917)     49.886     1,025.97
Cumulative and Average Annual Total Returns
             without/with charges                                    8.70% A                             2.60% B

                                                  Money Market
9-30-95      Purchase                      $1,000.00          $12.67862500      78.873     78.873    $1,000.00
9-30-96      Contract Fee                     (1.00)           13.14897921     (0.076)     78.797     1,036.10
9-30-96      Value before Surr Chg                             13.14897921       0.000     78.797     1,036.10
9-30-96      Surrender Charge                (60.00)           13.14897921     (4.563)     74.234       976.10
Cumulative and Average Annual Total Returns
             without/with charges                                    3.71% A                            -2.39% B

                                                 Precious Metals
9-30-95      Purchase                      $1,000.00          $14.30299298      69.915     69.915    $1,000.00
9-30-96      Contract Fee                     (1.00)           14.44871469     (0.069)     69.846     1,009.19
9-30-96      Value before Surr Chg                             14.44871469       0.000     69.846     1,009.19
9-30-96      Surrender Charge                (60.00)           14.44871469     (4.153)     65.694       949.19
Cumulative and Average Annual Total Returns
             without/with charges                                    1.02% A                            -5.08% B

                                             Real Estate Securities
9-30-95      Purchase                      $1,000.00          $17.14662208      58.321     58.321    $1,000.00
9-30-96      Contract Fee                     (1.00)           20.41418251     (0.049)     58.272     1,189.57
9-30-96      Value before Surr Chg                             20.41418251       0.000     58.272     1,189.57
9-30-96      Surrender Charge                (60.00)           20.41418251     (2.939)     55.332     1,129.57
Cumulative and Average Annual Total Returns
             without/with charges                                   19.06% A                            12.96% B

                                                Rising Dividends
9-30-95      Purchase                      $1,000.00          $11.76021472      85.032     85.032    $1,000.00
9-30-96      Contract Fee                     (1.00)           13.75349501     (0.073)     84.960     1,168.49
9-30-96      Value before Surr Chg                             13.75349501       0.000     84.960     1,168.49
9-30-96      Surrender Charge                (60.00)           13.75349501     (4.363)     80.597     1,108.49
Cumulative and Average Annual Total Returns
             without/with charges                                   16.95% A                            10.85% B

                                       Templeton Developing Markets Equity
9-30-95      Purchase                      $1,000.00           $9.86694826     101.348    101.348    $1,000.00
9-30-96      Contract Fee                     (1.00)           10.77702435     (0.093)    101.256     1,091.23
9-30-96      Value before Surr Chg                             10.77702435       0.000    101.256     1,091.23
9-30-96      Surrender Charge                (60.00)           10.77702435     (5.567)     95.688     1,031.23
Cumulative and Average Annual Total Returns
             without/with charges                                    9.22% A                             3.12% B

                                        Templeton Global Asset Allocation
9-30-95      Purchase                      $1,000.00          $10.31547742      96.942     96.942    $1,000.00
9-30-96      Contract Fee                     (1.00)           11.66530262     (0.086)     96.856     1,129.85
9-30-96      Value before Surr Chg                             11.66530262       0.000     96.856     1,129.85
9-30-96      Surrender Charge                (60.00)           11.66530262     (5.143)     91.713     1,069.85
Cumulative and Average Annual Total Returns
             without/with charges                                   13.09% A                             6.99% B

                                             Templeton Global Growth
9-30-95      Purchase                      $1,000.00          $11.35313989      88.081     88.081    $1,000.00
9-30-96      Contract Fee                     (1.00)           12.50397253     (0.080)     88.001     1,100.37
9-30-96      Value before Surr Chg                             12.50397253       0.000     88.001     1,100.37
9-30-96      Surrender Charge                (60.00)           12.50397253     (4.798)     83.203     1,040.37
Cumulative and Average Annual Total Returns
             without/with charges                                   10.14% A                             4.04% B

                                       Templeton Global Income Securities
9-30-95      Purchase                      $1,000.00          $14.81615304      67.494     67.494    $1,000.00
9-30-96      Contract Fee                     (1.00)           15.95015926     (0.063)     67.431     1,075.54
9-30-96      Value before Surr Chg                             15.95015926       0.000     67.431     1,075.54
9-30-96      Surrender Charge                (60.00)           15.95015926     (3.762)     63.669     1,015.54
Cumulative and Average Annual Total Returns
             without/with charges                                    7.65% A                             1.55% B

                                         Templeton International Equity
9-30-95      Purchase                      $1,000.00          $13.46442393      74.270     74.270    $1,000.00
9-30-96      Contract Fee                     (1.00)           14.80159719     (0.068)     74.202     1,098.31
9-30-96      Value before Surr Chg                             14.80159719       0.000     74.202     1,098.31
9-30-96      Surrender Charge                (60.00)           14.80159719     (4.054)     70.149     1,038.31
Cumulative and Average Annual Total Returns
             without/with charges                                    9.93% A                             3.83% B

                                            Templeton Pacific Growth
9-30-95      Purchase                      $1,000.00          $13.51540299      73.990     73.990    $1,000.00
9-30-96      Contract Fee                     (1.00)           14.81034174     (0.068)     73.922     1,094.81
9-30-96      Value before Surr Chg                             14.81034174       0.000     73.922     1,094.81
9-30-96      Surrender Charge                (60.00)           14.81034174     (4.051)     69.871     1,034.81
Cumulative and Average Annual Total Returns
             without/with charges                                    9.58% A                             3.48% B

                                           U.S. Government Securities
9-30-95      Purchase                      $1,000.00          $15.61931137      64.023     64.023    $1,000.00
9-30-96      Contract Fee                     (1.00)           16.10244905     (0.062)     63.961     1,029.93
9-30-96      Value before Surr Chg                             16.10244905       0.000     63.961     1,029.93
9-30-96      Surrender Charge                (60.00)           16.10244905     (3.726)     60.235       969.93
Cumulative and Average Annual Total Returns
             without/with charges                                    3.09% A                            -3.01% B

                                                 Utility Equity
9-30-95      Purchase                      $1,000.00          $17.90165113      55.861     55.861    $1,000.00
9-30-96      Contract Fee                     (1.00)           19.56116280     (0.051)     55.810     1,091.70
9-30-96      Value before Surr Chg                             19.56116280       0.000     55.810     1,091.70
9-30-96      Surrender Charge                (60.00)           19.56116280     (3.067)     52.742     1,031.70
Cumulative and Average Annual Total Returns
             without/with charges                                    9.27% A                             3.17% B

                                               Zero Coupon - 2000
9-30-95      Purchase                      $1,000.00          $17.41377516      57.426     57.426    $1,000.00
9-30-96      Contract Fee                     (1.00)           17.91679072     (0.056)     57.370     1,027.89
9-30-96      Value before Surr Chg                             17.91679072       0.000     57.370     1,027.89
9-30-96      Surrender Charge                (60.00)           17.91679072     (3.349)     54.021       967.89
Cumulative and Average Annual Total Returns
             without/with charges                                    2.89% A                            -3.21% B

                                               Zero Coupon - 2005
9-30-95      Purchase                      $1,000.00          $19.28096297      51.865     51.865    $1,000.00
9-30-96      Contract Fee                     (1.00)           19.52625010     (0.051)     51.813     1,011.72
9-30-96      Value before Surr Chg                             19.52625010       0.000     51.813     1,011.72
9-30-96      Surrender Charge                (60.00)           19.52625010     (3.073)     48.741       951.72
Cumulative and Average Annual Total Returns
             without/with charges                                    1.27% A                            -4.83% B

                                               Zero Coupon - 2010
9-30-95      Purchase                      $1,000.00          $19.93315414      50.168     50.168    $1,000.00
9-30-96      Contract Fee                     (1.00)           20.00293397     (0.050)     50.118     1,002.50
9-30-96      Value before Surr Chg                             20.00293397       0.000     50.118     1,002.50
9-30-96      Surrender Charge                (60.00)           20.00293397     (3.000)     47.118       942.50
Cumulative and Average Annual Total Returns
             without/with charges                                    0.35% A                            -5.75% B
<FN>
A = (Unit Value as of September 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
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                       Units This    Accum.      Accum.
   Date           Transaction            Amount        Unit Value       Trans.      Units       Value
<S>        <C>                          <C>            <C>            <C>           <C>         <C>
                                             Growth and Income
9-30-91    Purchase                       $1,000.00      $11.11307938      89.984     89.984    $1,000.00
9-30-92    Contract Fee                      (1.00)       11.77981877     (0.085)     89.899     1,059.00
9-30-93    Contract Fee                      (1.00)       12.98367595     (0.077)     89.822     1,166.22
9-30-94    Contract Fee                      (1.00)       13.30137398     (0.075)     89.747     1,193.76
9-30-95    Contract Fee                      (1.00)       16.06727515     (0.062)     89.685     1,440.99
9-30-96    Contract Fee                      (1.00)       17.99590776     (0.056)     89.629     1,612.96
9-30-96    Value before Surr Chg                          17.99590776       0.000     89.629     1,612.96
9-30-96    Surrender Charge                 (34.00)       17.99590776     (1.889)     87.740     1,578.96
Cumulative Total Returns without/with chrgs.                   61.93% A                            57.90% C
Avg. Annual Total Returns without/with chrgs.                  10.12% B                             9.57% D

                                                High Income
9-30-91    Purchase                       $1,000.00      $11.09352674      90.143     90.143    $1,000.00
9-30-92    Contract Fee                      (1.00)       13.04375499     (0.077)     90.066     1,174.80
9-30-93    Contract Fee                      (1.00)       14.40649362     (0.069)     89.997     1,296.54
9-30-94    Contract Fee                      (1.00)       14.50024299     (0.069)     89.928     1,303.97
9-30-95    Contract Fee                      (1.00)       16.74221226     (0.060)     89.868     1,504.59
9-30-96    Contract Fee                      (1.00)       18.51829760     (0.054)     89.814     1,663.20
9-30-96    Value before Surr Chg                          18.51829760       0.000     89.814     1,663.20
9-30-96    Surrender Charge                 (34.00)       18.51829760     (1.836)     87.978     1,629.20
Cumulative Total Returns without/with chrgs.                   66.93% A                            62.92% C
Avg. Annual Total Returns without/with chrgs.                  10.79% B                            10.25% D

                                             Income Securities
9-30-91    Purchase                       $1,000.00      $12.94854349      77.229     77.229    $1,000.00
9-30-92    Contract Fee                      (1.00)       15.04352509     (0.066)     77.162     1,160.79
9-30-93    Contract Fee                      (1.00)       17.17256419     (0.058)     77.104     1,324.07
9-30-94    Contract Fee                      (1.00)       16.76538096     (0.060)     77.044     1,291.68
9-30-95    Contract Fee                      (1.00)       18.92064395     (0.053)     76.992     1,456.73
9-30-96    Contract Fee                      (1.00)       20.56625705     (0.049)     76.943     1,582.43
9-30-96    Value before Surr Chg                          20.56625705       0.000     76.943     1,582.43
9-30-96    Surrender Charge                 (34.00)       20.56625705     (1.653)     75.290     1,548.43
Cumulative Total Returns without/with chrgs.                   58.83% A                            54.84% C
Avg. Annual Total Returns without/with chrgs.                   9.70% B                             9.14% D

                                                Money Market
9-30-91    Purchase                       $1,000.00      $11.62427827      86.027     86.027    $1,000.00
9-30-92    Contract Fee                      (1.00)       11.85934433     (0.084)     85.943     1,019.22
9-30-93    Contract Fee                      (1.00)       11.98111664     (0.083)     85.859     1,028.69
9-30-94    Contract Fee                      (1.00)       12.18621456     (0.082)     85.777     1,045.30
9-30-95    Contract Fee                      (1.00)       12.67862500     (0.079)     85.698     1,086.53
9-30-96    Contract Fee                      (1.00)       13.14897921     (0.076)     85.622     1,125.84
9-30-96    Value before Surr Chg                          13.14897921       0.000     85.622     1,125.84
9-30-96    Surrender Charge                 (34.00)       13.14897921     (2.586)     83.036     1,091.84
Cumulative Total Returns without/with chrgs.                   13.12% A                             9.18% C
Avg. Annual Total Returns without/with chrgs.                   2.50% B                             1.77% D

                                              Precious Metals
9-30-91    Purchase                       $1,000.00      $10.42792473      95.896     95.896    $1,000.00
9-30-92    Contract Fee                      (1.00)       10.41331878     (0.096)     95.800       997.60
9-30-93    Contract Fee                      (1.00)       11.85475192     (0.084)     95.716     1,134.69
9-30-94    Contract Fee                      (1.00)       15.18429112     (0.066)     95.650     1,452.38
9-30-95    Contract Fee                      (1.00)       14.30299298     (0.070)     95.580     1,367.08
9-30-96    Contract Fee                      (1.00)       14.44871469     (0.069)     95.511     1,380.01
9-30-96    Value before Surr Chg                          14.44871469       0.000     95.511     1,380.01
9-30-96    Surrender Charge                 (34.00)       14.44871469     (2.353)     93.158     1,346.01
Cumulative Total Returns without/with chrgs.                   38.56% A                            34.60% C
Avg. Annual Total Returns without/with chrgs.                   6.74% B                             6.12% D

                                           Real Estate Securities
9-30-91    Purchase                       $1,000.00      $10.99590200      90.943     90.943    $1,000.00
9-30-92    Contract Fee                      (1.00)       12.26872901     (0.082)     90.861     1,114.75
9-30-93    Contract Fee                      (1.00)       16.07323172     (0.062)     90.799     1,459.44
9-30-94    Contract Fee                      (1.00)       15.29416684     (0.065)     90.734     1,387.70
9-30-95    Contract Fee                      (1.00)       17.14662208     (0.058)     90.676     1,554.78
9-30-96    Contract Fee                      (1.00)       20.41418251     (0.049)     90.627     1,850.07
9-30-96    Value before Surr Chg                          20.41418251       0.000     90.627     1,850.07
9-30-96    Surrender Charge                 (34.00)       20.41418251     (1.666)     88.961     1,816.07
Cumulative Total Returns without/with chrgs.                   85.65% A                            81.61% C
Avg. Annual Total Returns without/with chrgs.                  13.17% B                            12.67% D

                                     Templeton Global Income Securities
9-30-91    Purchase                       $1,000.00      $12.49203165      80.051     80.051    $1,000.00
9-30-92    Contract Fee                      (1.00)       12.51234189     (0.080)     79.971     1,000.63
9-30-93    Contract Fee                      (1.00)       14.11181721     (0.071)     79.900     1,127.54
9-30-94    Contract Fee                      (1.00)       13.72647440     (0.073)     79.827     1,095.75
9-30-95    Contract Fee                      (1.00)       14.81615304     (0.067)     79.760     1,181.73
9-30-96    Contract Fee                      (1.00)       15.95015926     (0.063)     79.697     1,271.18
9-30-96    Value before Surr Chg                          15.95015926       0.000     79.697     1,271.18
9-30-96    Surrender Charge                 (34.00)       15.95015926     (2.132)     77.566     1,237.18
Cumulative Total Returns without/with chrgs.                   27.68% A                            23.72% C
Avg. Annual Total Returns without/with chrgs.                   5.01% B                             4.35% D

                                         U.S. Government Securities
9-30-91    Purchase                       $1,000.00      $12.17838777      82.113     82.113    $1,000.00
9-30-92    Contract Fee                      (1.00)       13.53894292     (0.074)     82.039     1,110.72
9-30-93    Contract Fee                      (1.00)       14.66831622     (0.068)     81.971     1,202.37
9-30-94    Contract Fee                      (1.00)       13.70372342     (0.073)     81.898     1,122.30
9-30-95    Contract Fee                      (1.00)       15.61931137     (0.064)     81.834     1,278.19
9-30-96    Contract Fee                      (1.00)       16.10244905     (0.062)     81.772     1,316.72
9-30-96    Value before Surr Chg                          16.10244905       0.000     81.772     1,316.72
9-30-96    Surrender Charge                 (34.00)       16.10244905     (2.111)     79.660     1,282.72
Cumulative Total Returns without/with chrgs.                   32.22% A                            28.27% C
Avg. Annual Total Returns without/with chrgs.                   5.75% B                             5.11% D

                                               Utility Equity
9-30-91    Purchase                       $1,000.00      $13.69965004      72.995     72.995    $1,000.00
9-30-92    Contract Fee                      (1.00)       15.56051892     (0.064)     72.930     1,134.83
9-30-93    Contract Fee                      (1.00)       18.00360267     (0.056)     72.875     1,312.01
9-30-94    Contract Fee                      (1.00)       14.77614344     (0.068)     72.807     1,075.81
9-30-95    Contract Fee                      (1.00)       17.90165113     (0.056)     72.751     1,302.37
9-30-96    Contract Fee                      (1.00)       19.56116280     (0.051)     72.700     1,422.10
9-30-96    Value before Surr Chg                          19.56116280       0.000     72.700     1,422.10
9-30-96    Surrender Charge                 (34.00)       19.56116280     (1.738)     70.962     1,388.10
Cumulative Total Returns without/with chrgs.                   42.79% A                            38.81% C
Avg. Annual Total Returns without/with chrgs.                   7.38% B                             6.78% D

                                             Zero Coupon - 2000
9-30-91    Purchase                       $1,000.00      $12.59260278      79.412     79.412    $1,000.00
9-30-92    Contract Fee                      (1.00)       14.71494891     (0.068)     79.344     1,167.54
9-30-93    Contract Fee                      (1.00)       16.81558014     (0.059)     79.284     1,333.21
9-30-94    Contract Fee                      (1.00)       15.40589641     (0.065)     79.219     1,220.45
9-30-95    Contract Fee                      (1.00)       17.41377516     (0.057)     79.162     1,378.51
9-30-96    Contract Fee                      (1.00)       17.91679072     (0.056)     79.106     1,417.33
9-30-96    Value before Surr Chg                          17.91679072       0.000     79.106     1,417.33
9-30-96    Surrender Charge                 (34.00)       17.91679072     (1.898)     77.208     1,383.33
Cumulative Total Returns without/with chrgs.                   42.28% A                            38.33% C
Avg. Annual Total Returns without/with chrgs.                   7.31% B                             6.71% D

                                             Zero Coupon - 2005
9-30-91    Purchase                       $1,000.00      $12.79857996      78.134     78.134    $1,000.00
9-30-92    Contract Fee                      (1.00)       14.90429381     (0.067)     78.067     1,163.53
9-30-93    Contract Fee                      (1.00)       18.28851943     (0.055)     78.012     1,426.72
9-30-94    Contract Fee                      (1.00)       15.78150738     (0.063)     77.949     1,230.15
9-30-95    Contract Fee                      (1.00)       19.28096297     (0.052)     77.897     1,501.92
9-30-96    Contract Fee                      (1.00)       19.52625010     (0.051)     77.845     1,520.03
9-30-96    Value before Surr Chg                          19.52625010       0.000     77.845     1,520.03
9-30-96    Surrender Charge                 (34.00)       19.52625010     (1.741)     76.104     1,486.03
Cumulative Total Returns without/with chrgs.                   52.57% A                            48.60% C
Avg. Annual Total Returns without/with chrgs.                   8.82% B                             8.24% D

                                             Zero Coupon - 2010
9-30-91    Purchase                       $1,000.00      $12.57337363      79.533     79.533    $1,000.00
9-30-92    Contract Fee                      (1.00)       14.15737846     (0.071)     79.463     1,124.98
9-30-93    Contract Fee                      (1.00)       18.48051806     (0.054)     79.408     1,467.51
9-30-94    Contract Fee                      (1.00)       15.25790641     (0.066)     79.343     1,210.61
9-30-95    Contract Fee                      (1.00)       19.93315414     (0.050)     79.293     1,580.55
9-30-96    Contract Fee                      (1.00)       20.00293397     (0.050)     79.243     1,585.09
9-30-96    Value before Surr Chg                          20.00293397       0.000     79.243     1,585.09
9-30-96    Surrender Charge                 (34.00)       20.00293397     (1.700)     77.543     1,551.09
Cumulative Total Returns without/with chrgs.                   59.09% A                            55.11% C
Avg. Annual Total Returns without/with chrgs.                   9.73% B                             9.18% D
<FN>
A = (Unit Value as of September 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
B = [(A+1)^(1/5 Years)]-1
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 Sub-Account Inception
                                                Valuation Date as of September 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
9-30-96    Contract Fee                     (1.00)       10.84251110     (0.092)      99.908     1,083.25
9-30-96    Value before Surr Chg                         10.84251110       0.000      99.908     1,083.25
9-30-96    Surrender Charge                (60.00)       10.84251110     (5.534)      94.374     1,023.25
Cumulative Total Returns without/with chgs.                    8.43% A                              2.33% C
Avg. Annual Total Returns without/with chgs.                      NA B                                 NA D

                                             Growth and Income
1-24-89    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90    Contract Fee                     (1.00)        9.59756692     (0.104)      99.896       958.76
1-24-91    Contract Fee                     (1.00)       10.03104257     (0.100)      99.796     1,001.06
1-24-92    Contract Fee                     (1.00)       12.16171947     (0.082)      99.714     1,212.69
1-24-93    Contract Fee                     (1.00)       12.57661487     (0.080)      99.634     1,253.06
1-24-94    Contract Fee                     (1.00)       14.09886247     (0.071)      99.563     1,403.73
1-24-95    Contract Fee                     (1.00)       13.27759299     (0.075)      99.488     1,320.96
1-24-96    Contract Fee                     (1.00)       17.25393143     (0.058)      99.430     1,715.56
9-30-96    Value before Surr Chg                         17.99590776       0.000      99.430     1,789.34
9-30-96    Contract Fee                     (1.00)       17.99590776     (0.056)      99.375     1,788.34
9-30-96    Surrender Charge                   0.00       17.99590776       0.000      99.375     1,788.34
Cumulative Total Returns without/with chgs.                   79.96% A                             78.83% C
Avg. Annual Total Returns without/with chgs.                   7.94% B                              7.85% D

                                                High Income
1-24-89    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90    Contract Fee                     (1.00)        9.98265449     (0.100)      99.900       997.27
1-24-91    Contract Fee                     (1.00)        8.98103976     (0.111)      99.788       896.20
1-24-92    Contract Fee                     (1.00)       11.85616038     (0.084)      99.704     1,182.11
1-24-93    Contract Fee                     (1.00)       13.39874388     (0.075)      99.630     1,334.91
1-24-94    Contract Fee                     (1.00)       15.29126669     (0.065)      99.564     1,522.46
1-24-95    Contract Fee                     (1.00)       14.64571855     (0.068)      99.496     1,457.19
1-24-96    Contract Fee                     (1.00)       17.40215300     (0.057)      99.438     1,730.44
9-30-96    Value before Surr Chg                         18.51829760       0.000      99.438     1,841.43
9-30-96    Contract Fee                     (1.00)       18.51829760     (0.054)      99.384     1,840.43
9-30-96    Surrender Charge                   0.00       18.51829760       0.000      99.384     1,840.43
Cumulative Total Returns without/with chgs.                   85.18% A                             84.04% C
Avg. Annual Total Returns without/with chgs.                   8.35% B                              8.26% D

                                             Income Securities
1-24-89    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90    Contract Fee                     (1.00)       10.70345941     (0.093)      99.907     1,069.35
1-24-91    Contract Fee                     (1.00)        9.93454622     (0.101)      99.806       991.53
1-24-92    Contract Fee                     (1.00)       13.99562082     (0.071)      99.734     1,395.85
1-24-93    Contract Fee                     (1.00)       15.30544228     (0.065)      99.669     1,525.48
1-24-94    Contract Fee                     (1.00)       17.64961404     (0.057)      99.612     1,758.12
1-24-95    Contract Fee                     (1.00)       16.27638185     (0.061)      99.551     1,620.33
1-24-96    Contract Fee                     (1.00)       20.08267334     (0.050)      99.501     1,998.25
9-30-96    Value before Surr Chg                         20.56625705       0.000      99.501     2,046.37
9-30-96    Contract Fee                     (1.00)       20.56625705     (0.049)      99.453     2,045.37
9-30-96    Surrender Charge                   0.00       20.56625705       0.000      99.453     2,045.37
Cumulative Total Returns without/with chgs.                  105.66% A                            104.54% C
Avg. Annual Total Returns without/with chgs.                   9.83% B                              9.76% D

                                                Money Market
1-24-89    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90    Contract Fee                     (1.00)       10.67178511     (0.094)      99.906     1,066.18
1-24-91    Contract Fee                     (1.00)       11.31010498     (0.088)      99.818     1,128.95
1-24-92    Contract Fee                     (1.00)       11.72881708     (0.085)      99.733     1,169.75
1-24-93    Contract Fee                     (1.00)       11.90009827     (0.084)      99.649     1,185.83
1-24-94    Contract Fee                     (1.00)       12.02348344     (0.083)      99.565     1,197.12
1-24-95    Contract Fee                     (1.00)       12.32338409     (0.081)      99.484     1,225.98
1-24-96    Contract Fee                     (1.00)       12.84105599     (0.078)      99.406     1,276.48
9-30-96    Value before Surr Chg                         13.14897921       0.000      99.406     1,307.09
9-30-96    Contract Fee                     (1.00)       13.14897921     (0.076)      99.330     1,306.09
9-30-96    Surrender Charge                   0.00       13.14897921       0.000      99.330     1,306.09
Cumulative Total Returns without/with chgs.                   31.49% A                             30.61% C
Avg. Annual Total Returns without/with chgs.                   3.63% B                              3.53% D

                                              Precious Metals
1-24-89    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90    Contract Fee                     (1.00)       12.88562226     (0.078)      99.922     1,287.56
1-24-91    Contract Fee                     (1.00)        9.76834317     (0.102)      99.820       975.08
1-24-92    Contract Fee                     (1.00)       10.91292825     (0.092)      99.728     1,088.33
1-24-93    Contract Fee                     (1.00)        9.12197464     (0.110)      99.619       908.72
1-24-94    Contract Fee                     (1.00)       14.41516281     (0.069)      99.549     1,435.02
1-24-95    Contract Fee                     (1.00)       12.96347704     (0.077)      99.472     1,289.51
1-24-96    Contract Fee                     (1.00)       15.88612084     (0.063)      99.409     1,579.23
9-30-96    Value before Surr Chg                         14.44871469       0.000      99.409     1,436.34
9-30-96    Contract Fee                     (1.00)       14.44871469     (0.069)      99.340     1,435.34
9-30-96    Surrender Charge                   0.00       14.44871469       0.000      99.340     1,435.34
Cumulative Total Returns without/with chgs.                   44.49% A                             43.53% C
Avg. Annual Total Returns without/with chgs.                   4.90% B                              4.81% D

                                           Real Estate Securities
1-24-89    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90    Contract Fee                     (1.00)       10.13076509     (0.099)      99.901     1,012.08
1-24-91    Contract Fee                     (1.00)        9.36020172     (0.107)      99.794       934.10
1-24-92    Contract Fee                     (1.00)       12.25114822     (0.082)      99.713     1,221.60
1-24-93    Contract Fee                     (1.00)       13.49614031     (0.074)      99.639     1,344.74
1-24-94    Contract Fee                     (1.00)       15.30618064     (0.065)      99.573     1,524.09
1-24-95    Contract Fee                     (1.00)       14.92840438     (0.067)      99.506     1,485.47
1-24-96    Contract Fee                     (1.00)       18.04447622     (0.055)      99.451     1,794.54
9-30-96    Value before Surr Chg                         20.41418251       0.000      99.451     2,030.21
9-30-96    Contract Fee                     (1.00)       20.41418251     (0.049)      99.402     2,029.21
9-30-96    Surrender Charge                   0.00       20.41418251       0.000      99.402     2,029.21
Cumulative Total Returns without/with chgs.                  104.14% A                            102.92% C
Avg. Annual Total Returns without/with chgs.                   9.73% B                              9.64% D

                                              Rising Dividends
1-27-92    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-27-93    Contract Fee                     (1.00)       10.68876950     (0.094)      99.906     1,067.88
1-27-94    Contract Fee                     (1.00)       10.36623339     (0.096)      99.810     1,034.65
1-27-95    Contract Fee                     (1.00)        9.94675745     (0.101)      99.709       991.79
1-27-96    Contract Fee                     (1.00)       12.48933274     (0.080)      99.629     1,244.30
9-30-96    Value before Surr Chg                         13.75349501       0.000      99.629     1,370.25
9-30-96    Contract Fee                     (1.00)       13.75349501     (0.073)      99.557     1,369.25
9-30-96    Surrender Charge                (34.00)       13.75349501     (2.472)      97.085     1,335.25
Cumulative Total Returns without/with chgs.                   37.53% A                             33.53% C
Avg. Annual Total Returns without/with chgs.                   7.05% B                              6.37% D

                                                 Small Cap
11-1-95    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
9-30-96    Value before Surr Chg                         12.40823708       0.000     100.000     1,240.82
9-30-96    Contract Fee                     (1.00)       12.40823708     (0.081)      99.919     1,239.82
9-30-96    Surrender Charge                (60.00)       12.40823708     (4.835)      95.084     1,179.82
Cumulative Total Returns without/with chgs.                   24.08% A                             17.98% C
Avg. Annual Total Returns without/with chgs.                      NA B                                 NA D

                                    Templeton Developing Markets Equity
3-15-94    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
3-15-95    Contract Fee                     (1.00)        8.62058630     (0.116)      99.884       861.06
3-15-96    Contract Fee                     (1.00)       10.27729571     (0.097)      99.787     1,025.54
9-30-96    Value before Surr Chg                         10.77702435       0.000      99.787     1,075.40
9-30-96    Contract Fee                     (1.00)       10.77702435     (0.093)      99.694     1,074.40
9-30-96    Surrender Charge                (51.00)       10.77702435     (4.732)      94.962     1,023.40
Cumulative Total Returns without/with chgs.                    7.77% A                              2.34% C
Avg. Annual Total Returns without/with chgs.                   2.98% B                              0.91% D

                                     Templeton Global Asset Allocation
5-1-95     Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
5-1-96     Contract Fee                     (1.00)       11.24184599     (0.089)      99.911     1,123.18
9-30-96    Value before Surr Chg                         11.66530262       0.000      99.911     1,165.49
9-30-96    Contract Fee                     (1.00)       11.66530262     (0.086)      99.825     1,164.49
9-30-96    Surrender Charge                (51.00)       11.66530262     (4.372)      95.453     1,113.49
Cumulative Total Returns without/with chgs.                   16.65% A                             11.35% C
Avg. Annual Total Returns without/with chgs.                  11.46% B                              7.87% D

                                          Templeton Global Growth
3-15-94    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
3-15-95    Contract Fee                     (1.00)       10.09452231     (0.099)      99.901     1,008.45
3-15-96    Contract Fee                     (1.00)       11.79417892     (0.085)      99.816     1,177.25
9-30-96    Value before Surr Chg                         12.50397253       0.000      99.816     1,248.10
9-30-96    Contract Fee                     (1.00)       12.50397253     (0.080)      99.736     1,247.10
9-30-96    Surrender Charge                (51.00)       12.50397253     (4.079)      95.657     1,196.10
Cumulative Total Returns without/with chgs.                   25.04% A                             19.61% C
Avg. Annual Total Returns without/with chgs.                   9.17% B                              7.28% D

                                     Templeton Global Income Securities
1-24-89    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90    Contract Fee                     (1.00)       10.85157001     (0.092)      99.908     1,084.16
1-24-91    Contract Fee                     (1.00)       11.76337661     (0.085)      99.823     1,174.25
1-24-92    Contract Fee                     (1.00)       12.92541183     (0.077)      99.745     1,289.25
1-24-93    Contract Fee                     (1.00)       12.75002133     (0.078)      99.667     1,270.76
1-24-94    Contract Fee                     (1.00)       14.76765782     (0.068)      99.599     1,470.85
1-24-95    Contract Fee                     (1.00)       13.50498150     (0.074)      99.525     1,344.09
1-24-96    Contract Fee                     (1.00)       15.35232035     (0.065)      99.460     1,526.94
9-30-96    Value before Surr Chg                         15.95015926       0.000      99.460     1,586.41
9-30-96    Contract Fee                     (1.00)       15.95015926     (0.063)      99.397     1,585.41
9-30-96    Surrender Charge                   0.00       15.95015926       0.000      99.397     1,585.41
Cumulative Total Returns without/with chgs.                   59.50% A                             58.54% C
Avg. Annual Total Returns without/with chgs.                   6.26% B                              6.18% D

                                       Templeton International Equity
1-27-92    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-27-93    Contract Fee                     (1.00)        9.53509236     (0.105)      99.895       952.51
1-27-94    Contract Fee                     (1.00)       12.85431852     (0.078)      99.817     1,283.08
1-27-95    Contract Fee                     (1.00)       11.91221607     (0.084)      99.733     1,188.05
1-27-96    Contract Fee                     (1.00)       13.52801052     (0.074)      99.659     1,348.19
9-30-96    Value before Surr Chg                         14.80159719       0.000      99.659     1,475.12
9-30-96    Contract Fee                     (1.00)       14.80159719     (0.068)      99.592     1,474.12
9-30-96    Surrender Charge                (34.00)       14.80159719     (2.297)      97.295     1,440.12
Cumulative Total Returns without/with chgs.                   48.02% A                             44.01% C
Avg. Annual Total Returns without/with chgs.                   8.74% B                              8.11% D

                                 Templeton International Smaller Companies
5-1-96     Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
9-30-96    Value before Surr Chg                         10.34560408       0.000     100.000     1,034.56
9-30-96    Contract Fee                     (1.00)       10.34560408     (0.097)      99.903     1,033.56
9-30-96    Surrender Charge                (60.00)       10.34560408     (5.800)      94.104       973.56
Cumulative Total Returns without/with chgs.                    3.46% A                             -2.64% C
Avg. Annual Total Returns without/with chgs.                      NA B                                 NA D

                                          Templeton Pacific Growth
1-27-92    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-27-93    Contract Fee                     (1.00)        9.91965141     (0.101)      99.899       990.97
1-27-94    Contract Fee                     (1.00)       14.07652865     (0.071)      99.828     1,405.23
1-27-95    Contract Fee                     (1.00)       11.91556247     (0.084)      99.744     1,188.51
1-27-96    Contract Fee                     (1.00)       14.44474860     (0.069)      99.675     1,439.78
9-30-96    Value before Surr Chg                         14.81034174       0.000      99.675     1,476.22
9-30-96    Contract Fee                     (1.00)       14.81034174     (0.068)      99.607     1,475.22
9-30-96    Surrender Charge                (34.00)       14.81034174     (2.296)      97.312     1,441.22
Cumulative Total Returns without/with chgs.                   48.10% A                             44.12% C
Avg. Annual Total Returns without/with chgs.                   8.76% B                              8.12% D

                                         U.S. Government Securities
3-14-89    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
3-14-90    Contract Fee                     (1.00)       10.29864074     (0.097)      99.903     1,028.86
3-14-91    Contract Fee                     (1.00)       11.44148140     (0.087)      99.815     1,142.04
3-14-92    Contract Fee                     (1.00)       12.36677937     (0.081)      99.735     1,233.40
3-14-93    Contract Fee                     (1.00)       14.05074266     (0.071)      99.663     1,400.35
3-14-94    Contract Fee                     (1.00)       14.20297756     (0.070)      99.593     1,414.52
3-14-95    Contract Fee                     (1.00)       14.59412892     (0.069)      99.525     1,452.47
3-14-96    Contract Fee                     (1.00)       15.82460547     (0.063)      99.461     1,573.94
9-30-96    Value before Surr Chg                         16.10244905       0.000      99.461     1,601.57
9-30-96    Contract Fee                     (1.00)       16.10244905     (0.062)      99.399     1,600.57
9-30-96    Surrender Charge                   0.00       16.10244905       0.000      99.399     1,600.57
Cumulative Total Returns without/with chgs.                   61.02% A                             60.06% C
Avg. Annual Total Returns without/with chgs.                   6.51% B                              6.43% D

                                               Utility Equity
1-24-89    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90    Contract Fee                     (1.00)       11.47363453     (0.087)      99.913     1,146.36
1-24-91    Contract Fee                     (1.00)       11.95102656     (0.084)      99.829     1,193.06
1-24-92    Contract Fee                     (1.00)       14.20139407     (0.070)      99.759     1,416.71
1-24-93    Contract Fee                     (1.00)       15.91822229     (0.063)      99.696     1,586.98
1-24-94    Contract Fee                     (1.00)       16.43119760     (0.061)      99.635     1,637.12
1-24-95    Contract Fee                     (1.00)       15.48692698     (0.065)      99.571     1,542.04
1-24-96    Contract Fee                     (1.00)       19.69346882     (0.051)      99.520     1,959.89
9-30-96    Value before Surr Chg                         19.56116280       0.000      99.520     1,946.72
9-30-96    Contract Fee                     (1.00)       19.56116280     (0.051)      99.469     1,945.72
9-30-96    Surrender Charge                   0.00       19.56116280       0.000      99.469     1,945.72
Cumulative Total Returns without/with chgs.                   95.61% A                             94.57% C
Avg. Annual Total Returns without/with chgs.                   9.12% B                              9.04% D

                                             Zero Coupon - 2000
3-14-89    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
3-14-90    Contract Fee                     (1.00)       10.37748201     (0.096)      99.904     1,036.75
3-14-91    Contract Fee                     (1.00)       11.49325260     (0.087)      99.817     1,147.22
3-14-92    Contract Fee                     (1.00)       12.63019476     (0.079)      99.737     1,259.70
3-14-93    Contract Fee                     (1.00)       15.48457708     (0.065)      99.673     1,543.39
3-14-94    Contract Fee                     (1.00)       15.97181577     (0.063)      99.610     1,590.96
3-14-95    Contract Fee                     (1.00)       16.16440029     (0.062)      99.548     1,609.14
3-14-96    Contract Fee                     (1.00)       17.74484226     (0.056)      99.492     1,765.47
9-30-96    Value before Surr Chg                         17.91679072       0.000      99.492     1,782.58
9-30-96    Contract Fee                     (1.00)       17.91679072     (0.056)      99.436     1,781.58
9-30-96    Surrender Charge                   0.00       17.91679072       0.000      99.436     1,781.58
Cumulative Total Returns without/with chgs.                   79.17% A                             78.16% C
Avg. Annual Total Returns without/with chgs.                   8.03% B                              7.95% D

                                             Zero Coupon - 2005
3-14-89    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
3-14-90    Contract Fee                     (1.00)       10.38882453     (0.096)      99.904     1,037.88
3-14-91    Contract Fee                     (1.00)       11.53456820     (0.087)      99.817     1,151.35
3-14-92    Contract Fee                     (1.00)       12.62819047     (0.079)      99.738     1,259.51
3-14-93    Contract Fee                     (1.00)       16.36793990     (0.061)      99.677     1,631.50
3-14-94    Contract Fee                     (1.00)       16.86182251     (0.059)      99.617     1,679.73
3-14-95    Contract Fee                     (1.00)       17.12592868     (0.058)      99.559     1,705.04
3-14-96    Contract Fee                     (1.00)       19.37651757     (0.052)      99.507     1,928.11
9-30-96    Value before Surr Chg                         19.52625010       0.000      99.507     1,943.01
9-30-96    Contract Fee                     (1.00)       19.52625010     (0.051)      99.456     1,942.01
9-30-96    Surrender Charge                   0.00       19.52625010       0.000      99.456     1,942.01
Cumulative Total Returns without/with chgs.                   95.26% A                             94.20% C
Avg. Annual Total Returns without/with chgs.                   9.26% B                              9.18% D

                                             Zero Coupon - 2010
3-14-89    Purchase                      $1,000.00      $10.00000000     100.000     100.000    $1,000.00
3-14-90    Contract Fee                     (1.00)       10.25922011     (0.097)      99.903     1,024.92
3-14-91    Contract Fee                     (1.00)       11.34740047     (0.088)      99.814     1,132.63
3-14-92    Contract Fee                     (1.00)       12.25923536     (0.082)      99.733     1,222.65
3-14-93    Contract Fee                     (1.00)       16.12714811     (0.062)      99.671     1,607.41
3-14-94    Contract Fee                     (1.00)       16.82866376     (0.059)      99.611     1,676.33
3-14-95    Contract Fee                     (1.00)       17.03620553     (0.059)      99.553     1,696.00
3-14-96    Contract Fee                     (1.00)       19.87163939     (0.050)      99.502     1,977.28
9-30-96    Value before Surr Chg                         20.00293397       0.000      99.502     1,990.34
9-30-96    Contract Fee                     (1.00)       20.00293397     (0.050)      99.452     1,989.34
9-30-96    Surrender Charge                   0.00       20.00293397       0.000      99.452     1,989.34
Cumulative Total Returns without/with chgs.                  100.03% A                             98.93% C
Avg. Annual Total Returns without/with chgs.                   9.61% B                              9.53% D
<FN>
A = (Unit Value as of September 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
B = [(A+1)^(1/Years since Inception)]-1
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>
<CAPTION>
                                                     FRANKLIN VALUEMARK IV

                                                  ALLIANZ VARIABLE ACCOUNT B
                                         TOTAL RETURNS FOR THE PERIOD ENDED 9/30/96
                                                  COLUMN I FUND PERFORMANCE

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


                                                  Lump Sum Investment of $10,000
                                                 FRANKLIN MONEY MARKET PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested    Value     Held
<S>         <C>        <C>       <C>         <C>         <C>       <C>        <C>          <C>        <C>           <C>      <C>
   12/31/95   10,000      137        137       10,137        0       10,000       0         10,000        137       10,137   10,137
   09/30/96   10,000      389        526       10,527        0       10,000       0         10,000        527       10,527   10,527

                                                 Total       0

                                                                               Total Return      5.27%
                                                                Average Annual Total Return      5.27%

 
                                                  FRANKLIN HIGH INCOME PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested    Value     Held
 
   12/31/95   10,000        0          0       10,000         0      10,278        0        10,278          0       10,278     752
   09/30/96   10,000      903        903       10,903        48      10,218       51        10,269        959       11,229     829

                                                 Total          48

                                                                               Total Return     12.29%
                                                                Average Annual Total Return     12.29%

 
                                           TEMPLETON GLOBAL INCOME SECURITIES PORTFOLIO
 
             ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested    Value     Held
 
   12/31/95   10,000        0          0       10,000        0       10,450        0        10,450          0       10,450     776
   09/30/96   10,000      804        804       10,804        0       10,085        0        10,085        842       10,929     841

                                                 Total       0

                                                                               Total Return      9.29%
                                                                Average Annual Total Return      9.29%


                                          FRANKLIN U.S. GOVERNMENT SECURITIES PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested    Value     Held
 
   12/31/95   10,000       0           0       10,000        0       10,409        0        10,409         0        10,409     743
   09/30/96   10,000     722         722       10,722        0        9,717        0         9,717       747        10,465     801

                                                 Total       0

                                                                               Total Return      4.65%
                                                                Average Annual Total Return      4.65%


                                              FRANKLIN ZERO COUPON PORTFOLIO - 2000
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested   Value     Held
 
   12/31/95   10,000        0          0       10,000        0       10,480        0        10,480         0        10,480    666
   09/30/96   10,000      574        574       10,574        6        9,847        6         9,853       592        10,444    707

                                                 Total       6

                                                                               Total Return      4.44%
                                                                Average Annual Total Return      4.44%

 
                                              FRANKLIN ZERO COUPON PORTFOLIO - 2005
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested   Value     Held
 
   12/31/95   10,000        0          0       10,000        0       10,822        0        10,822          0      10,822     623
   09/30/96   10,000      536        536       10,536        0        9,720        0         9,720        560      10,280     659

                                                 Total       0

                                                                               Total Return      2.80%
                                                                Average Annual Total Return      2.80%

 
                                              FRANKLIN ZERO COUPON PORTFOLIO - 2010

            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested   Value     Held
 
   12/31/95   10,000        0          0       10,000         0      11,226        0        11,226          0      11,226     622
   09/30/96   10,000      546        546       10,546       148       9,452      157         9,609        578      10,187     671

                                                 Total      148

                                                                               Total Return      1.87%
                                                                Average Annual Total Return      1.87%

 
                                               FRANKLIN GROWTH AND INCOME PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested   Value     Held
 
   12/31/95   10,000        0          0       10,000         0      10,746         0       10,746         0       10,746     627
   09/30/96   10,000      254        254       10,254       901      10,194       916       11,111       259       11,370     699

                                                 Total      901

                                                                               Total Return     13.70%
                                                                Average Annual Total Return     13.70%

 
                                               FRANKLIN INCOME SECURITIES PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested   Value     Held
 
   12/31/95    10,000        0         0       10,000         0      10,431        0        10,431         0       10,431     633
   09/30/96    10,000      553       553       10,553        92      10,361       96        10,457       577       11,035     674

                                                 Total       92

                                                                               Total Return     10.35%
                                                                Average Annual Total Return     10.35%

 
                                            FRANKLIN REAL ESTATE SECURITIES PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested   Value     Held
 
   12/31/95   10,000        0          0       10,000        0       10,514        0        10,514          0      10,514     604
   09/30/96   10,000      470        470       10,470        0       11,583        0        11,583        502      12,087     630

                                                 Total       0

                                                                               Total Return     20.87%
                                                                Average Annual Total Return     20.87%

 
                                               FRANKLIN RISING DIVIDENDS PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested   Value     Held
 
   12/31/95   10,000        0          0       10,000        0       10,630        0        10,630          0      10,630     840
   09/30/96   10,000      234        234       10,234        0       11,629        0        11,629        243      11,873     857

                                                 Total       0

                                                                               Total Return     18.73%
                                                                Average Annual Total Return     18.73%

 
                                                FRANKLIN UTILITY EQUITY PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested   Value     Held
 
   12/31/95   10,000        0          0       10,000        0       10,901        0       10,901          0        10,901    609
   09/30/96   10,000      557        557       10,557        0       10,512        0       10,512        570        11,082    642

                                                 Total       0

                                                                               Total Return     10.82%
                                                                Average Annual Total Return     10.82%


                                                FRANKLIN PRECIOUS METALS PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested   Value     Held
 
   12/31/95   10,000        0          0       10,000         0       9,839        0         9,839         0       9,839      699
   09/30/96   10,000      137        137       10,137       126      10,007      118        10,125       129      10,255      716

                                                 Total      126

                                                                               Total Return      2.55%
                                                                Average Annual Total Return      2.55%

 
                                              TEMPLETON DEVELOPING MARKETS PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested   Value     Held
 
   12/31/95   10,000        0          0       10,000         0       9,731         0       9,731          0        9,731     995
   09/30/96   10,000      100        100       10,100       184      10,806       183      10,989         99       11,088   1,021

                                                 Total      184

                                                                               Total Return     10.88%
                                                                Average Annual Total Return     10.88%


                                                TEMPLETON GLOBAL GROWTH PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested   Value     Held
 
   12/31/95   10,000        0          0       10,000         0      10,009         0       10,009          0      10,009     852
   09/30/96   10,000      175        175       10,175       175      10,826       177       11,003        177      11,181     880

                                                 Total      175

                                                                               Total Return     11.81%
                                                                Average Annual Total Return     11.81%

 
                                             TEMPLETON INTERNATIONAL EQUITY PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested   Value     Held
 
   12/31/95   10,000        0          0       10,000         0       9,852        0        9,852          0        9,852     740
   09/30/96   10,000      281        281       10,281       344      10,525      349       10,874        285       11,160     784

                                                 Total      344

                                                                               Total Return     11.60%
                                                                Average Annual Total Return     11.60%

 
                                                TEMPLETON PACIFIC GROWTH PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested    Value     Held
 
   12/31/95   10,000        0          0       10,000         0      10,087        0        10,087          0       10,087     725
   09/30/96   10,000      319        319       10,319       185      10,624      183        10,807        316       11,124     759

                                                 Total      185

                                                                               Total Return     11.24%
                                                                Average Annual Total Return     11.24%


                                                TEMPLETON GLOBAL ASSET ALLOCATION PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested    Value     Held
 
   12/31/95   10,000      173        173       10,173         0      10,125        0        10,125        174       10,299     979
   09/30/96   10,000        5        178       10,178        10      11,270       10        11,281        199       11,480     980

                                                 Total       10

                                                                               Total Return     14.80%
                                                                Average Annual Total Return     14.80%
</TABLE>
<TABLE>
<CAPTION>
                                              Original Purchase as of September 30, 1991
                                                Valuation Date as of September 30, 1996

                                                 FRANKLIN MONEY MARKET PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested    Value     Held
<S>         <C>        <C>       <C>         <C>         <C>       <C>        <C>          <C>        <C>           <C>      <C>
   12/31/91   10,000      114        114       10,114        0       10,000       0         10,000        114       10,114   10,114
   12/31/92   10,000      309        423       10,423        0       10,000       0         10,000        423       10,423   10,423
   12/31/93   10,000      264        687       10,687        0       10,000       0         10,000        687       10,687   10,687
   12/31/94   10,000      408      1,095       11,095        0       10,000       0         10,000      1,095       11,095   11,095
   12/31/95   10,000      637      1,732       11,732        0       10,000       0         10,000      1,732       11,732   11,732
   09/30/96   10,000      450      2,183       12,183        0       10,000       0         10,000      2,183       12,183   12,183

                                                 Total       0

                                                                               Total Return     21.83%
                                                                Average Annual Total Return      4.03%


                                                  FRANKLIN HIGH INCOME PORTFOLIO

            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested    Value     Held
 
   12/31/91   10,000         0          0      10,000        0       10,423        0        10,423           0      10,423      984
   12/31/92   10,000       528        528      10,528        0       11,585        0        11,585         563      12,148    1,032
   12/31/93   10,000       471        999      10,999        0       12,923        0        12,923       1,133      14,057    1,071
   12/31/94   10,000       686      1,685      11,685        0       12,018        0        12,018       1,744      13,762    1,127
   12/31/95   10,000     1,027      2,711      12,711        0       13,445        0        13,445       3,037      16,481    1,207
   09/30/96   10,000     1,448      4,159      14,159       77       13,366       82        13,448       4,556      18,004    1,326

                                                 Total      77

                                                                               Total Return     80.04%
                                                                Average Annual Total Return     12.48%


                                           TEMPLETON GLOBAL INCOME SECURITIES PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends      Total   Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested     Value    Held
 
   12/31/91   10,000         0          0      10,000         0      10,388        0        10,388           0      10,388      825
   12/31/92   10,000       334        334      10,334       126       9,901      122        10,023         323      10,346      862
   12/31/93   10,000       430        763      10,763       140      10,982      282        11,264         809      12,072      907
   12/31/94   10,000       312      1,075      11,075         0      10,058      258        10,316       1,050      11,366      932
   12/31/95   10,000       455      1,531      11,531         0      11,106      285        11,391       1,643      13,034      968
   09/30/96   10,000     1,002      2,533      12,533         0      10,718      275        10,993       2,636      13,629    1,049

                                                 Total      266

                                                                               Total Return     36.29%
                                                                Average Annual Total Return      6.39%


                                          FRANKLIN U.S. GOVERNMENT SECURITIES PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total   Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested    Value    Held
 
   12/31/91   10,000        0           0      10,000        0       10,463        0        10,463          0      10,463      827
   12/31/92   10,000      352         352      10,352        7       10,951        8        10,959        372      11,331      856
   12/31/93   10,000      438         790      10,790       67       11,514       77        11,591        841      12,431      893
   12/31/94   10,000      579       1,368      11,368        0       10,397       70        10,467      1,335      11,801      939
   12/31/95   10,000      903       2,271      12,271        0       11,580       77        11,657      2,440      14,098    1,007
   09/30/96   10,000      978       3,249      13,249        0       10,811       72        10,883      3,291      14,174    1,084

                                                 Total      74

                                                                               Total Return     41.74%
                                                                Average Annual Total Return      7.23%


                                              FRANKLIN ZERO COUPON PORTFOLIO - 2000
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends      Total   Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested     Value    Held
 
   12/31/91   10,000        0           0      10,000        0       10,659        0        10,659          0       10,659      814
   12/31/92   10,000      428         428      10,428        0       11,294        0        11,294        471       11,765      848
   12/31/93   10,000      524         952      10,952       27       12,563       28        12,591      1,074       13,665      885
   12/31/94   10,000      671       1,623      11,623        0       11,082       25        11,107      1,608       12,715      934
   12/31/95   10,000      624       2,247      12,247        0       12,799       28        12,828      2,515       15,343      975
   09/30/96   10,000      840       3,087      13,087        8       12,026       35        12,061      3,230       15,291    1,035

                                                 Total      35

                                                                               Total Return     52.91%
                                                                Average Annual Total Return      8.87%


                                              FRANKLIN ZERO COUPON PORTFOLIO - 2005
 
             ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total   Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested     Value    Held
 
   12/31/91   10,000        0           0      10,000        0       10,581       0        10,581           0      10,581      831
   12/31/92   10,000      506         506      10,506        0       11,312       0        11,312         569      11,881      872
   12/31/93   10,000      455         961      10,961        5       13,355       5        13,361       1,160      14,520      903
   12/31/94   10,000      608       1,569      11,569        0       11,429       5        11,433       1,593      13,026      947
   12/31/95   10,000      649       2,217      12,217        0       14,435       6        14,441       2,722      17,163      987
   09/30/96   10,000      850       3,068      13,068        0       12,965       5        12,970       3,333      16,303    1,044

                                                 Total       5

                                                                               Total Return     63.03%
                                                                Average Annual Total Return     10.27%


                                              FRANKLIN ZERO COUPON PORTFOLIO - 2010
 
             ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total   Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested    Value    Held
 
   12/31/91   10,000        0           0      10,000         0      10,527        0        10,527           0      10,527     836
   12/31/92   10,000      607         607      10,607         0      11,162        0        11,162         680      11,843     887
   12/31/93   10,000      831       1,438      11,438        34      13,110       37        13,148       1,711      14,859     948
   12/31/94   10,000      621       2,058      12,058         0      10,886       31        10,917       2,041      12,958     995
   12/31/95   10,000      486       2,545      12,545         0      15,084       43        15,126       3,376      18,503   1,026
   09/30/96   10,000      901       3,445      13,445       244      12,701      294        12,995       3,795      16,790   1,105

                                                 Total      278

                                                                               Total Return     67.90%
                                                                Average Annual Total Return     10.92%


                                               FRANKLIN GROWTH AND INCOME PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends      Total   Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested     Value    Held
 
   12/31/91   10,000        0          0       10,000          0     10,444        0        10,444         0        10,444      889
   12/31/92   10,000      108        108       10,108          1     11,369        1        11,370       119        11,489      898
   12/31/93   10,000      100        207       10,207          0     12,436        1        12,437       238        12,675      906
   12/31/94   10,000       87        294       10,294          0     11,929        1        11,930       314        12,244      912
   12/31/95   10,000      171        465       10,465        373     15,236      430        15,666       598        16,264      949
   09/30/96   10,000      385        851       10,851      1,364     14,453    1,795        16,249       959        17,207    1,058

                                                 Total     1,738

                                                                               Total Return     72.07%
                                                                Average Annual Total Return     11.47%


                                               FRANKLIN INCOME SECURITIES PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends      Total   Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested     Value    Held
 
   12/31/91   10,000        0          0       10,000         0     10,410         0        10,410           0      10,410      819
   12/31/92   10,000      485        485       10,485       200     11,179       206        11,385         500      11,885      871
   12/31/93   10,000      271        756       10,756        40     12,940       281        13,221         873      14,094      892
   12/31/94   10,000      427      1,184       11,184         0     11,720       255        11,974       1,209      13,183      921
   12/31/95   10,000      818      2,002       12,002        66     13,489       365        13,854       2,282      16,136      980
   09/30/96   10,000      855      2,857       12,857       142     13,399       511        13,910       3,160      17,069    1,043

                                                 Total      447

                                                                               Total Return     70.69%
                                                                Average Annual Total Return     11.29%


                                            FRANKLIN REAL ESTATE SECURITIES PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested    Value     Held
 
   12/31/91   10,000        0          0       10,000        0       10,435       0        10,435           0      10,435      926
   12/31/92   10,000      225        225       10,225        0       11,843       0        11,843         252      12,095      946
   12/31/93   10,000      160        386       10,386        0       13,926       0        13,926         468      14,394      957
   12/31/94   10,000      199        585       10,585        0       14,176       0        14,176         670      14,846      970
   12/31/95   10,000      507      1,092       11,092        0       16,111       0        16,111       1,336      17,447    1,003
   09/30/96   10,000      780      1,872       11,872        0       17,750       0        17,750       2,306      20,056    1,046

                                                 Total       0

                                                                               Total Return    100.56%
                                                                Average Annual Total Return     14.94%


                                                FRANKLIN UTILITY EQUITY PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends      Total   Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested     Value    Held
 
   12/31/91   10,000        0          0       10,000        0       10,743        0        10,743          0       10,743     729
   12/31/92   10,000      223        223       10,223        1       11,531        1        11,531        241       11,772     744
   12/31/93   10,000      252        474       10,474        1       12,493        2        12,495        518       13,013     759
   12/31/94   10,000      455        930       10,930        0       10,510        2        10,512        896       11,408     791
   12/31/95   10,000      713      1,643       11,643        0       13,047        2        13,049      1,936       14,985     837
   09/30/96   10,000      766      2,409       12,409        0       12,580        2        12,582      2,65 0      15,233     883

                                                 Total       2

                                                                               Total Return     52.33%
                                                                Average Annual Total Return      8.78%


                                                FRANKLIN PRECIOUS METALS PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested     Value     Held
 
   12/31/91   10,000        0          0       10,000        0        9,800        0        9,800          0        9,800       953
   12/31/92   10,000      295        295       10,295        0        8,923        0        8,923        253        9,176       980
   12/31/93   10,000       88        383       10,383        0       13,785        0       13,785        495       14,279       988
   12/31/94   10,000       88        471       10,471        0       13,432        0       13,432        572       14,004       994
   12/31/95   10,000      195        666       10,666      144       13,422      144       13,566        767       14,333     1,018
   09/30/96   10,000      200        866       10,866      183       13,651      319       13,970        968       14,938     1,043

                                                 Total     328

                                                                               Total Return     49.38%
                                                                Average Annual Total Return      8.36%
</TABLE>
<TABLE>
<CAPTION>
                                                     Original Purchase as of Sub-Account Inception
                                                        Valuation Date as of September 30, 1996

                                                            FRANKLIN MONEY MARKET PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested     Value     Held
<S>         <C>        <C>       <C>         <C>         <C>       <C>        <C>          <C>        <C>            <C>       <C> 
   12/31/89   10,000      750         750      10,750        0       10,000       0        10,000         750      10,750    10,750
   12/31/90   10,000      818       1,567      11,567        0       10,000       0        10,000       1,567      11,567    11,567
   12/31/91   10,000      633       2,200      12,200        0       10,000       0        10,000       2,200      12,200    12,200
   12/31/92   10,000      373       2,573      12,573        0       10,000       0        10,000       2,573      12,573    12,573
   12/31/93   10,000      319       2,892      12,892        0       10,000       0        10,000       2,892      12,892    12,892
   12/31/94   10,000      493       3,385      13,385        0       10,000       0        10,000       3,385      13,385    13,385
   12/31/95   10,000      768       4,153      14,153        0       10,000       0        10,000       4,153      14,153    14,153
   09/30/96   10,000      543       4,696      14,696        0       10,000       0        10,000       4,696      14,696    14,696

                                                 Total       0

                                                                               Total Return     46.96%
                                                                Average Annual Total Return      5.14%


                                                   TEMPLETON HIGH INCOME PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends      Total    Shares
      Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested     Value     Held
 
   12/31/89   10,000         0          0      10,000         0      10,130        0        10,130           0      10,130    1,000
   12/31/90   10,000       329        329      10,329         0       8,940        0         8,940         311       9,251    1,035
   12/31/91   10,000       932      1,261      11,261         0      10,590        0        10,590       1,417      12,007    1,134
   12/31/92   10,000       608      1,868      11,868         0      11,770        0        11,770       2,223      13,993    1,189
   12/31/93   10,000       543      2,411      12,411         0      13,130        0        13,130       3,062      16,192    1,233
   12/31/94   10,000       790      3,201      13,201         0      12,210        0        12,210       3,643      15,853    1,298
   12/31/95   10,000     1,183      4,384      14,384         0      13,660        0        13,660       5,325      18,985    1,390
   09/30/96   10,000     1,668      6,052      16,052        89      13,580       94        13,674       7,065      20,739    1,527

                                                 Total       89

                                                                               Total Return    107.39%
                                                                Average Annual Total Return      9.96%


                                                  FRANKLIN GLOBAL INCOME SECURITIES PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
      Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested    Value     Held
 
   12/31/89   10,000         0           0      10,000        0      10,930        0        10,930          0      10,930     1,000
   12/31/90   10,000       203         203      10,203        0      11,780        0        11,780        224      12,004     1,019
   12/31/91   10,000       607         811      10,811        0      12,590        0        12,590        896      13,486     1,071
   12/31/92   10,000       433       1,244      11,244      164      12,000      159        12,159      1,273      13,432     1,119
   12/31/93   10,000       558       1,802      11,802      181      13,310      366        13,676      1,997      15,673     1,178
   12/31/94   10,000       405       2,206      12,206        0      12,190      335        12,525      2,230      14,755     1,210
   12/31/95   10,000       591       2,798      12,798        0      13,460      370        13,830      3,090      16,921     1,257
   09/30/96   10,000     1,301       4,099      14,099       89      12,990      357        13,347      4,347      17,694     1,362

                                                 Total      345

                                                                               Total Return     76.94%
                                                                Average Annual Total Return      7.71%


                                                 FRANKLIN U.S. GOVERNMENT SECURITIES PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested     Value     Held
 
   12/31/89   10,000         0          0      10,000        0       10,540        0       10,540           0      10,540     1,000
   12/31/90   10,000       109        109      10,109        1       11,360        1       11,361         119      11,480     1,011
   12/31/91   10,000       408        517      10,517        0       12,650        1       12,651         584      13,235     1,046
   12/31/92   10,000       445        962      10,962        9       13,240       11       13,251       1,082      14,332     1,082
   12/31/93   10,000       554      1,516      11,516       85       13,920       98       14,018       1,706      15,724     1,130
   12/31/94   10,000       732      2,247      12,247        0       12,570       89       12,659       2,269      14,928     1,188
   12/31/95   10,000     1,142      3,389      13,389        0       14,000       99       14,099       3,733      17,832     1,274
   09/30/96   10,000     1,237      4,627      14,627        0       13,070       92       13,162       4,766      17,928     1,372

                                                 Total          95

                                                                               Total Return     79.28%
                                                                Average Annual Total Return      8.04%


                                              FRANKLIN ZERO COUPON PORTFOLIO - 2000
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested     Value     Held
 
   12/31/89   10,000         0          0      10,000        0       11,080        0       11,080           0      11,080     1,000
   12/31/90   10,000       130        130      10,130      170       11,400      190       11,590         145      11,734     1,029
   12/31/91   10,000       387        517      10,517        0       13,100      218       13,318         616      13,933     1,064
   12/31/92   10,000       560      1,077      11,077        0       13,880      231       14,111       1,268      15,379     1,108
   12/31/93   10,000       685      1,762      11,762       35       15,440      293       15,733       2,130      17,863     1,157
   12/31/94   10,000       877      2,639      12,639        0       13,620      259       13,879       2,742      16,621     1,220
   12/31/95   10,000       816      3,455      13,455        0       15,730      299       16,029       4,027      20,056     1,275
   09/30/96   10,000     1,098      4,553      14,553       11       14,780      292       15,072       4,916      19,988     1,352

                                                 Total     216

                                                                               Total Return     99.88%
                                                                Average Annual Total Return      9.61%


                                              FRANKLIN ZERO COUPON PORTFOLIO - 2005
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested     Value     Held
 
   12/31/89   10,000        0          0       10,000         0      11,530         0      11,530           0      11,530     1,000
   12/31/90   10,000      142        142       10,142       472      11,150       530      11,680         160      11,840     1,062
   12/31/91   10,000      456        598       10,598         0      12,740       606      13,346         719      14,065     1,104
   12/31/92   10,000      673      1,271       11,271         0      13,620       648      14,268       1,525      15,793     1,160
   12/31/93   10,000      604      1,875       11,875         7      16,080       772      16,852       2,448      19,300     1,200
   12/31/94   10,000      808      2,683       12,683         0      13,760       661      14,421       2,893      17,314     1,258
   12/31/95   10,000      862      3,545       13,545         0      17,380       834      18,214       4,598      22,812     1,313
   09/30/96   10,000    1,130      4,675       14,675         0      15,610       749      16,359       5,311      21,670     1,388

                                                 Total      479

                                                                               Total Return    116.70%
                                                                Average Annual Total Return     10.79%


                                              FRANKLIN ZERO COUPON PORTFOLIO - 2010
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested     Value     Held
 
   12/31/89   10,000         0          0      10,000         0      11,610         0      11,610           0      11,610     1,000
   12/31/90   10,000       131        131      10,131       249      11,250       280      11,530         147      11,676     1,038
   12/31/91   10,000       576        706      10,706         0      12,590       313      12,903         846      13,749     1,092
   12/31/92   10,000       793      1,499      11,499         0      13,350       332      13,682       1,785      15,467     1,159
   12/31/93   10,000     1,085      2,584      12,584        44      15,680       438      16,118       3,288      19,407     1,238
   12/31/94   10,000       810      3,394      13,394         0      13,020       364      13,384       3,540      16,924     1,300
   12/31/95   10,000       635      4,030      14,030         0      18,040       504      18,544       5,622      24,166     1,340
   09/30/96   10,000     1,176      5,206      15,206       319      15,190       762      15,952       5,977      21,928     1,444

                                                 Total      612

                                                                               Total Return    119.28%
                                                                Average Annual Total Return     10.96%


                                               FRANKLIN GROWTH AND INCOME PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested   Subtotal   Reinvested    Value     Held
 
   12/31/89   10,000        0          0       10,000          0     10,290          0      10,290           0      10,290    1,000
   12/31/90   10,000       79         79       10,079          0      9,970          0       9,970          78      10,048    1,008
   12/31/91   10,000      203        282       10,282          0     11,750          0      11,750         304      12,054    1,026
   12/31/92   10,000      124        406       10,406          1     12,790          1      12,791         468      13,260    1,037
   12/31/93   10,000      115        521       10,521          0     13,990          2      13,992         636      14,627    1,046
   12/31/94   10,000      100        621       10,621          0     13,420          2      13,422         709      14,131    1,053
   12/31/95   10,000      198        819       10,819        430     17,140        497      17,637       1,133      18,770    1,095
   09/30/96   10,000      444      1,263       11,263      1,574     16,260      2,072      18,332       1,527      19,859    1,221

                                                 Total     2,006

                                                                               Total Return     98.59%
                                                                Average Annual Total Return      9.34%


                                               FRANKLIN INCOME SECURITIES PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested     Value     Held
 
   12/31/89   10,000         0          0      10,000         0      10,900         0      10,900           0      10,900     1,000
   12/31/90   10,000       211        211      10,211         0       9,890         0       9,890         201      10,091     1,020
   12/31/91   10,000       921      1,133      11,133         0      12,710         0      12,710       1,289      13,999     1,101
   12/31/92   10,000       652      1,785      11,785       268      13,650       277      13,927       2,057      15,983     1,171
   12/31/93   10,000       365      2,150      12,150        53      15,800       378      16,178       2,776      18,954     1,200
   12/31/94   10,000       575      2,724      12,724         0      14,310       342      14,652       3,077      17,729     1,239
   12/31/95   10,000     1,101      3,825      13,825        89      16,470       490      16,960       4,740      21,700     1,318
   09/30/96   10,000     1,150      4,974      14,974       191      16,360       687      17,047       5,908      22,955     1,403

                                                 Total      601

                                                                               Total Return    129.55%
                                                                Average Annual Total Return     11.42%


                                            FRANKLIN REAL ESTATE SECURITIES PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends     Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested     Value     Held
 
   12/31/89   10,000        0           0      10,000        0       10,480        0       10,480           0      10,480     1,000
   12/31/90   10,000      148         148      10,148        0        9,090        0        9,090         134       9,224     1,015
   12/31/91   10,000      453         601      10,601        0       11,270        0       11,270         639      11,909     1,057
   12/31/92   10,000      257         858      10,858        0       12,790        0       12,790       1,014      13,804     1,079
   12/31/93   10,000      183       1,041      11,041        0       15,040        0       15,040       1,388      16,428     1,092
   12/31/94   10,000      227       1,268      11,268        0       15,310        0       15,310       1,633      16,943     1,107
   12/31/95   10,000      579       1,847      11,847        0       17,400        0       17,400       2,512      19,912     1,144
   09/30/96   10,000      891       2,738      12,738        0       19,170        0       19,170       3,719      22,889     1,194

                                                 Total       0

                                                                               Total Return    128.89%
                                                                Average Annual Total Return     11.38%


                                             FRANKLIN RISING DIVIDENDS PORTFOLIO
 
             ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested    Value     Held
 
   01/31/93   10,000        0          0       10,000        0       10,860        0       10,860          0      10,860     1,000
   01/31/94   10,000       28         28       10,028        0       10,710        0       10,710         29      10,739     1,003
   01/31/95   10,000      171        199       10,199        0       10,240        0       10,240        202      10,442     1,020
   01/31/96   10,000      246        445       10,445        0       12,910        0       12,910        541      13,451     1,042
   09/30/96   10,000      290        735       10,735        0       13,850        0       13,850        881      14,731     1,064

                                                 Total       0

                                                                               Total Return     47.31%
                                                                Average Annual Total Return      8.64%

 
                                                FRANKLIN UTILITY EQUITY PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested    Value     Held
 
   12/31/89   10,000         0          0      10,000        0       12,140        0       12,140           0      12,140     1,000
   12/31/90   10,000        98         98      10,098        0       12,260        0       12,260         103      12,363     1,008
   12/31/91   10,000       348        446      10,446        0       14,740        0       14,740         535      15,275     1,036
   12/31/92   10,000       316        762      10,762        1       15,820        1       15,821         917      16,738     1,058
   12/31/93   10,000       358      1,120      11,120        2       17,140        3       17,143       1,359      18,502     1,079
   12/31/94   10,000       647      1,767      11,767        0       14,420        3       14,423       1,798      16,220     1,125
   12/31/95   10,000     1,014      2,782      12,782        0       17,900        3       17,903       3,403      21,306     1,190
   09/30/96   10,000     1,089      3,871      13,871        0       17,260        3       17,263       4,395      21,658     1,255

                                                 Total       3

                                                                               Total Return    116.58%
                                                                Average Annual Total Return     10.58%


                                                FRANKLIN PRECIOUS METALS PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested    Value     Held
 
   12/31/89   10,000        0          0       10,000         0      12,430         0      12,430           0      12,430     1,000
   12/31/90   10,000       84         84       10,084        68      10,520        59      10,579          72      10,651     1,012
   12/31/91   10,000      202        286       10,286        13      10,280        70      10,350         267      10,617     1,033
   12/31/92   10,000      320        607       10,607         0       9,360        64       9,424         517       9,941     1,062
   12/31/93   10,000       95        701       10,701         0      14,460        99      14,559         912      15,471     1,070
   12/31/94   10,000       95        797       10,797         0      14,090        96      14,186         986      15,172     1,077
   12/31/95   10,000      211      1,008       11,008       156      14,080       252      14,332       1,196      15,529     1,103
   09/30/96   10,000      217      1,225       11,225       199      14,320       443      14,763       1,420      16,184     1,130

                                                 Total      437

                                                                               Total Return     61.84%
                                                                Average Annual Total Return      6.47%


                                               TEMPLETON DEVELOPING MARKETS PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested    Value     Held
 
   12/31/94   10,000        0          0       10,000         0       9,560         0       9,560          0       9,560     1,000
   12/31/95   10,000       37         37       10,037         9       9,780         9       9,789         37       9,825     1,005
   09/30/96   10,000      100        137       10,137       186      10,860       194      11,054        140      11,194     1,031

                                                 Total      194

                                                                               Total Return     11.94%
                                                                Average Annual Total Return      4.53%


                                                TEMPLETON GLOBAL GROWTH PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested    Value     Held
 
   12/31/94   10,000        0          0       10,000         0      10,315         0      10,315          0      10,315       984
   12/31/95   10,000       59         59       10,059         0      11,565         0      11,565         62      11,627       990
   09/30/96   10,000      203        262       10,262       203      12,510       205      12,715        273      12,988     1,022

                                                 Total      203

                                                                               Total Return     29.88%
                                                                Average Annual Total Return     10.81%

 
                                             TEMPLETON INTERNATIONAL EQUITY PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested    Value     Held
 
   01/31/93   10,000        0          0       10,000         0       9,630        0        9,630          0       9,630     1,000
   01/31/94   10,000       38         38       10,038         0      13,410        0       13,410         51      13,461     1,004
   01/31/95   10,000       30         69       10,069        65      12,250       63       12,313         76      12,389     1,011
   01/31/96   10,000      226        294       10,294       279      13,770      369       14,139        325      14,464     1,050
   09/30/96   10,000      399        693       10,693       488      14,230      877       15,107        741      15,848     1,114

                                                 Total      833

                                                                               Total Return     58.48%
                                                                Average Annual Total Return     10.35%

 
                                                TEMPLETON PACIFIC GROWTH PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested    Value     Held
 
   01/31/93   10,000        0          0       10,000         0       9,980         0       9,980          0       9,980     1,000
   01/31/94   10,000        0          0       10,000         0      14,720         0      14,720          0      14,720     1,000
   01/31/95   10,000       28         28       10,028        59      12,280        52      12,332         24      12,356     1,006
   01/31/96   10,000      259        287       10,287       108      15,040       186      15,226        326      15,552     1,034
   09/30/96   10,000      455        742       10,742       264      14,650       443      15,093        769      15,862     1,083

                                                 Total      430

                                                                               Total Return     58.62%
                                                                Average Annual Total Return     10.37%


                                                TEMPLETON GLOBAL ASSET ALLOCATION PORTFOLIO
 
            ======= C O S T   O F   S H A R E S ========           ============= V A L U E   O F   S H A R E S =============
                                 Cumulative     Total                From       From                  From Inc
            Cumulative  Income     Income    Investment  Cap Gain   Initial   Cap Gains               Dividends    Total    Shares
     Date   Investment Dividends  Dividends     Cost     Distrib'n Investment Reinvested  Subtotal   Reinvested    Value     Held
 
   05/31/95   10,000        0          0       10,000         0      10,070        0       10,070          0      10,070     1,000
   12/31/95   10,000      180        180       10,180         0      10,520        0       10,520        181      10,701     1,017
   09/30/96   10,000        0        185       10,185         0      11,710       11       11,721        206      11,927     1,019

                                                 Total       10

                                                                               Total Return     19.27%
                                                                Average Annual Total Return     13.23%
</TABLE>
<TABLE>
<CAPTION>
                                                         FRANKLIN VALUEMARK IV
                                                    Allianz Life Variable Account B
                                           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        $16.99245035      58.850     58.850    $1,000.00
9-30-96     Contract Fee                                (1.00)         19.83270837     (0.050)     58.799     1,166.15
9-30-96     Value before Surr Chg                                      19.83270837       0.000     58.799     1,166.15
9-30-96     Surrender Charge                           (60.00)         19.83270837     (3.025)     55.774     1,106.15

Average Annual Total Returns without/with charges                           16.71% B                            10.61% C

                                          Mutual Shares Securities Sub-Account
9-30-95     Purchase                                 $1,000.00       $481.22222262       2.078      2.078    $1,000.00
9-30-96     Contract Fee                                (1.00)        538.11504680     (0.002)      2.076     1,117.23
9-30-96     Value before Surr Chg                                     538.11504680       0.000      2.076     1,117.23
9-30-96     Surrender Charge                           (60.00)        538.11504680     (0.112)      1.965     1,057.23

Average Annual Total Returns without/with charges                           11.82% B                             5.72% C
<FN>
B = (Unit Value as of September 30, 1996 - Unit Value at Purch.)/Unit Value at Purch.
C = (Accumulated Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                              Original Purchase as of September 30, 1991
                                                Valuation Date as of September 30, 1996

                                                     Dollar          NAV Per       Shrs. This    Accum.     Net Asset
   Date                  Transaction                 Amount           Share          Trans.      Shrs.        Value
<S>         <C>                                      <C>             <C>           <C>           <C>        <C>
                                                    Mutual Shares Fund
9-30-91     Purchase                                  $1,000.00             $66.67      14.999     14.999     $1,000.00
12-31-91    Dividend Distribution ($2.73/shr)             40.95              63.27       0.647     15.646        989.95
7-6-92      Dividend Distribution ($1.00/shr)             15.65              70.18       0.223     15.869      1,113.71
12-31-92    Dividend Distribution ($3.75/shr)             59.51              72.71       0.818     16.688      1,213.37
7-12-93     Dividend Distribution ($.70/shr)              11.68              79.65       0.147     16.835      1,340.87
12-31-93    Dividend Distribution ($6.99/shr)            117.67              80.56       1.461     18.295      1,473.86
7-11-94     Dividend Distribution ($.60/shr)              10.98              80.60       0.136     18.431      1,485.57
12-29-94    Dividend Distribution ($5.30/shr)             97.69              78.31       1.247     19.679      1,541.05
7-10-95     Dividend Distribution ($2.60/shr)             51.16              88.78       0.576     20.255      1,798.25
12-29-95    Dividend Distribution ($12.14/shr)           245.90              85.63       2.872     23.127      1,980.34
6-14-96     Dividend Distribution ($3.00/shr)             69.38              91.93       0.755     23.881      2,195.42
9-30-96     Current Value                                                    93.69       0.000     23.881      2,237.46
Cumulative Total Return                                                                                         123.75% A
Average Annual Total Return                                                                                      17.47% B
<FN>
A = (Net Asset Value as of September 30, 1996 - Net Asset Value at Purch.)/Net Asset Value at Purch.
B = [(A+1)^(1/5 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                     Dollar                        Units This    Accum.      Accum.
   Date                  Transaction                 Amount         Unit Value       Trans.      Units        Value
<S>         <C>                                      <C>            <C>            <C>           <C>         <C>
                                           Mutual Shares Securities Sub-Account
9-30-91     Purchase                                  $1,000.00      $260.24931474       3.842      3.842     $1,000.00
9-30-92     Contract Fee                                 (1.00)       291.59722082     (0.003)      3.839      1,119.45
9-30-93     Contract Fee                                 (1.00)       361.18312950     (0.003)      3.836      1,385.60
9-30-94     Contract Fee                                 (1.00)       390.55841707     (0.003)      3.834      1,497.29
9-30-95     Contract Fee                                 (1.00)       481.22222262     (0.002)      3.832      1,843.87
9-30-96     Contract Fee                                 (1.00)       538.11504680     (0.002)      3.830      2,060.86
9-30-96     Value before Surr Chg                                     538.11504680       0.000      3.830      2,060.86
9-30-96     Surrender Charge                            (34.00)       538.11504680     (0.063)      3.767      2,026.86
Cumulative Total Rtns. without/with chrgs.                                 106.77% C                            102.69% E
Avg. Annual Total Rtns. without/with chrgs.                                 15.64% D                             15.18% F
<FN>
C = (Unit Value as of September 30, 1996 - Unit Value at Purch.)/Unit Value at Purch.
D = [(C+1)^(1/5 Years)]-1
E = (Accumulated Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/5 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                              Original Purchase as of September 30, 1986
                                                Valuation Date as of September 30, 1996

                                                     Dollar          NAV Per       Shrs. This    Accum.     Net Asset
   Date                  Transaction                 Amount           Share          Trans.      Shrs.        Value
<S>         <C>                                      <C>             <C>           <C>           <C>        <C>
                                                    Mutual Shares Fund
9-30-86     Purchase                                  $1,000.00             $63.86      15.659     15.659     $1,000.00
1-9-87      Dividend Distribution ($5.65/shr)             88.47              60.08       1.473     17.132      1,029.28
7-17-87     Dividend Distribution ($1.35/shr)             23.13              71.24       0.325     17.457      1,243.60
12-31-87    Dividend Distribution ($5.26/shr)             91.82              58.12       1.580     19.036      1,106.39
7-15-88     Dividend Distribution ($1.75/shr)             33.31              70.00       0.476     19.512      1,365.86
12-29-88    Dividend Distribution ($5.93/shr)            115.71              67.38       1.717     21.230      1,430.45
6-23-89     Dividend Distribution ($1.85/shr)             39.27              74.45       0.528     21.757      1,619.81
12-29-89    Dividend Distribution ($8.79/shr)            191.24              66.80       2.863     24.620      1,644.62
6-18-90     Dividend Distribution ($.75/shr)              18.47              66.20       0.279     24.899      1,648.31
12-31-90    Dividend Distribution ($3.48/shr)             86.65              56.16       1.543     26.442      1,484.97
7-8-91      Dividend Distribution ($.90/shr)              23.80              63.59       0.374     26.816      1,705.23
12-31-91    Dividend Distribution ($2.73/shr)             73.21              63.27       1.157     27.973      1,769.86
7-6-92      Dividend Distribution ($1.00/shr)             27.97              70.18       0.399     28.372      1,991.13
12-31-92    Dividend Distribution ($3.75/shr)            106.39              72.71       1.463     29.835      2,169.30
7-12-93     Dividend Distribution ($.70/shr)              20.88              79.65       0.262     30.097      2,397.24
12-31-93    Dividend Distribution ($6.99/shr)            210.38              80.56       2.611     32.709      2,635.01
7-11-94     Dividend Distribution ($.60/shr)              19.63              80.60       0.243     32.952      2,655.94
12-29-94    Dividend Distribution ($5.30/shr)            174.65              78.31       2.230     35.182      2,755.13
7-10-95     Dividend Distribution ($2.60/shr)             91.47              88.78       1.030     36.213      3,214.96
12-29-95    Dividend Distribution ($12.14/shr)           439.62              85.63       5.134     41.347      3,540.51
6-14-96     Dividend Distribution ($3.00/shr)            124.04              91.93       1.349     42.696      3,925.04
9-30-96     Current Value                                                    93.69       0.000     42.696      4,000.18
Cumulative Total Return                                                                                         300.02% A
Average Annual Total Return                                                                                      14.87% B
<FN>
A = (Net Asset Value as of September 30, 1996 - Net Asset Value at Purch.)/Net Asset Value at Purch.
B = [(A+1)^(1/10 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                     Dollar                        Units This    Accum.      Accum.
   Date                  Transaction                 Amount         Unit Value       Trans.      Units        Value
<S>         <C>                                      <C>            <C>            <C>           <C>         <C>
                                           Mutual Shares Securities Sub-Account
9-30-86     Purchase                                  $1,000.00      $157.21256263       6.361      6.361     $1,000.00
9-30-87     Contract Fee                                 (1.00)       203.12088734     (0.005)      6.356      1,291.01
9-30-88     Contract Fee                                 (1.00)       214.21878130     (0.005)      6.351      1,360.55
9-30-89     Contract Fee                                 (1.00)       256.05239699     (0.004)      6.347      1,625.25
9-30-90     Contract Fee                                 (1.00)       213.33172521     (0.005)      6.343      1,353.08
9-30-91     Contract Fee                                 (1.00)       260.24931474     (0.004)      6.339      1,649.67
9-30-92     Contract Fee                                 (1.00)       291.59722082     (0.003)      6.335      1,847.37
9-30-93     Contract Fee                                 (1.00)       361.18312950     (0.003)      6.333      2,287.22
9-30-94     Contract Fee                                 (1.00)       390.55841707     (0.003)      6.349      2,479.52
9-30-95     Contract Fee                                 (1.00)       481.22222262     (0.002)      6.347      3,054.12
9-30-96     Contract Fee                                 (1.00)       538.11504680     (0.002)      6.345      3,414.19
9-30-96     Value before Surr Chg                                     538.11504680       0.000      6.345      3,414.19
9-30-96     Surrender Charge                               0.00       538.11504680       0.000      6.345      3,414.19
Cumulative Total Rtns. without/with chrgs.                                 242.29% C                            241.42% E
Avg. Annual Total Rtns. without/with chrgs.                                 13.09% D                             13.07% F
<FN>
C = (Unit Value as of September 30, 1996 - Unit Value at Purch.)/Unit Value at Purch.
D = [(C+1)^(1/10 Years)]-1
E = (Accumulated Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/10 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                   Original Purchase as of Inception
                                                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
12-31-92    Purchase                                  $1,000.00            $10.00     100.000    100.000    $1,000.00
12-31-93    Dividend Distribution ($.53/shr)              53.00             12.93       4.099    104.099     1,346.00
7-11-94     Dividend Distribution ($.20/shr)              20.82             13.28       1.568    105.667     1,403.25
12-29-94    Dividend Distribution ($.77/shr)              81.36             12.52       6.499    112.165     1,404.31
7-10-95     Dividend Distribution ($.13/shr)              14.58             14.49       1.006    113.172     1,639.86
12-29-95    Dividend Distribution ($.83/shr)              93.93             14.99       6.266    119.438     1,790.38
6-14-96     Dividend Distribution ($.35/shr)              41.80             16.89       2.475    121.913     2,059.11
9-30-96     Current Value                                                   17.23       0.000    121.913     2,100.56
Cumulative Total Return                                                                                       110.06% A
Average Annual Total Return                                                                                    21.90% B
<FN>
A = (Net Asset Value as of September 30, 1996 - Net Asset Value at Purch.)/Net Asset Value at Purch.
B = [(A+1)^(1/Years since Inception)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                     Dollar                       Units This    Accum.      Accum.
   Date                  Transaction                 Amount        Unit Value       Trans.      Units       Value
<S>         <C>                                      <C>           <C>            <C>           <C>         <C>
                                        Mutual Discovery Securities Sub-Account
12-31-92    Purchase                                  $1,000.00      $10.00000000     100.000    100.000    $1,000.00
12-31-93    Contract Fee                                 (1.00)       13.37903402     (0.075)     99.925     1,336.90
12-31-94    Contract Fee                                 (1.00)       13.65174819     (0.073)     99.852     1,363.15
12-31-95    Contract Fee                                 (1.00)       17.28544840     (0.058)     99.794     1,724.99
9-30-96     Contract Fee                                 (1.00)       19.83270837     (0.050)     99.744     1,978.19
9-30-96     Value before Surr Chg                                     19.83270837       0.000     99.925     1,981.79
9-30-96     Surrender Charge                            (42.50)       19.83270837     (2.143)     97.782     1,939.29
Cumulative Total Rtns. without/with chgs.                                  98.33% C                            93.93% E
Avg. Annual Total Rtns. without/with chgs.                                 20.03% D                            19.31% F
<FN>
C = (Unit Value as of September 30, 1996 - Unit Value at Purch.)/Unit Value at Purch.
D = [(C+1)^(1/Years since Inception)]-1
E = (Accumulated Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/Years since Inception)]-1
</FN>
</TABLE>

                           Organizational Chart

Allianz Aktiengesellschaft Holding (abbreviated as Allianz AG Holding), of
Munich, Germany, is the controlling owner of Allianz of America, Inc.

Allianz of America, Inc. is sole owner of Allianz Life Insurance Company
of North America.

Allianz Life is controlling owner of NALAC Financial Plans, LLC.

<TABLE> <S> <C>


<ARTICLE>                     6
<CIK>                         0000836346
<NAME>                        Allianz Life Variable Account B
<MULTIPLIER>                  1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<INVESTMENTS-AT-COST>                        7,582,700
<INVESTMENTS-AT-VALUE>                       8,302,354
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               8,302,354
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        1,183
<TOTAL-LIABILITIES>                              1,183
<SENIOR-EQUITY>                              6,655,144
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          510,430
<SHARES-COMMON-PRIOR>                          489,099
<ACCUMULATED-NII-CURRENT>                      579,273
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        347,022
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       719,732
<NET-ASSETS>                                 8,301,171
<DIVIDEND-INCOME>                              333,391
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  85,134
<NET-INVESTMENT-INCOME>                        248,257
<REALIZED-GAINS-CURRENT>                       211,439
<APPREC-INCREASE-CURRENT>                      (56,424)
<NET-CHANGE-FROM-OPS>                          403,272
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         47,073
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         579,960
<ACCUMULATED-NII-PRIOR>                        331,016
<ACCUMULATED-GAINS-PRIOR>                      135,583
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           85,134
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 85,134
<AVERAGE-NET-ASSETS>                         8,002,191
<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>                                   .011
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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