ALLIANZ LIFE VARIABLE ACCOUNT B
485BPOS, 1997-04-25
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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.                                   ( )
            Post-Effective  Amendment No.    1                             (X)

REGISTRATION  STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
            Amendment  No.    29                                           (X)

                      (Check appropriate box or boxes.)

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

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


     1750  Hennepin  Avenue,  Minneapolis,  MN                           55403
     -------------------------------------------                         -----
     (Address  of  Depositor's  Principal  Executive  Offices)      (Zip Code)

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

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

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

       
   
It is proposed that this filing will become effective:

     _____  immediately  upon filing pursuant to paragraph (b) of Rule 485
     __X__  on May 1, 1997  pursuant  to  paragraph (b) of Rule 485
     _____  60 days after filing pursuant to paragraph (a)(1) of Rule 485
     _____  on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following:

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

Registrant has declared that it has registered an indefinite number or amount of
securities in  accordance  with Rule 24f-2 under the  Investment  Company Act of
1940.  Registrant filed its Rule 24f-2 Notice for the most recent fiscal year on
or about February 24, 1997.
    

                            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. . . . . . . . . . . . Other Information-
                                                         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 Payout 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

   
May 1, 1997
    

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  option 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
Franklin Advisers, Inc. and its Templeton and Franklin affiliates. A list of the
available funds is contained in Section 4. Depending upon market conditions, you
can make or lose money in the funds based on the funds' investment  performance.
The funds are designed to offer a better return than the fixed  account  option,
however, this is not guaranteed.
    

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 payout 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 surrender. The payout phase occurs when
you begin  receiving  regular  payments  from your  Contract.  The amount of the
payments you may receive during the payout 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 PAYOUT 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 payout phase, you have the same investment choices you had during the
accumulation  phase. You can choose to have payments based on the performance of
the funds (variable payout),  the fixed account (fixed payout),  or both. If you
choose to have any part of your payments based on fund  performance,  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.  Contact your
registered  representative  to help you fill out the proper  forms.  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 Fund

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

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

FUNDS SEEKING CAPITAL GROWTH:
Capital Growth Fund
Mutual Discovery Securities Fund
Natural Resources Securities Fund
 (formerly, Precious Metals Fund)
Small Cap Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton International Equity Fund
Templeton International
 Smaller Companies Fund
Templeton Pacific Growth Fund
    

The funds are fully described in the attached  prospectus for Franklin Valuemark
Funds. You can make or lose money based on the funds performance.


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
payout  phase).  Each year Allianz Life also 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 (except in New Jersey).  There are
also annual fund  operating  expenses,  which vary  depending upon the funds you
select.  In 1996,  these expenses ranged from .40% to 1.49% of the average daily
value of the funds.


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.
Market timing transfers may not be permitted.

If you make a surrender from the Contract,  Allianz Life may assess a contingent
deferred sales charge (surrender charge).  The amount of the charge depends upon
how long Allianz Life has had your  payment.  Each  purchase  payment you add to
your Contract has its own 7 year charge period. The charge is:
    

          Number of          Contingent deferred
        complete years  sales charge (as a percentage
         from receipt       of purchase payments)
         -------------       ------------------
               0                     6%
               1                     6%
               2                     6%
               3                     5%
               4                     4%
               5                     3%
               6                     2%
           7 or more                 0%

   
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  consecutive  days,  you can take up to 50% of your  money  out of the
Contract 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 surrender.
    

<PAGE>

<TABLE>
   
We have provided the following  chart to help you  understand the expenses in your  Contract.  The column "Total Annual  Expenses"
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 expenses for each fund.  The next two columns show you two examples of the expenses,  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 surrender your
Contract:  (1) at the end of year 1, and (2) at the end of year 10. For year 1, the Total Annual  Expenses are assessed as well as
the contingent  deferred sales charge. For year 10, the Total Annual Expenses 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.  They do not represent past or future
expenses or returns. Actual expenses may be higher or lower than those shown.
<CAPTION>
                                                                                                 EXAMPLES:
    

                                                    Total
                                                    Annual      Total           Total            Expenses    Expenses
                                                    Insurance   Annual Fund     Annual           at end of   at end of
Fund                                                Charges     Expenses        Expenses         1 Year      10 Years
<S>                                                 <C>           <C>           <C>              <C>         <C>

   
Money Market                                        1.59%         .53%          2.12%            $82         $245
Growth and Income                                   1.59%         .50%          2.09%            $81         $242
Natural Resources Securities*                       1.59%         .65%          2.24%            $83         $257
Real Estate Securities                              1.59%         .57%          2.16%            $82         $249
Utility Equity                                      1.59%         .50%          2.09%            $81         $242
High Income                                         1.59%         .54%          2.13%            $82         $246
Templeton Global Income Securities                  1.59%         .61%          2.20%            $82         $253
Income Securities                                   1.59%         .50%          2.09%            $81         $242
U.S. Government Securities                          1.59%         .51%          2.10%            $81         $243
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
Rising Dividends                                    1.59%         .76%          2.35%            $84         $268
Templeton International Equity                      1.59%         .89%          2.48%            $85         $282
Templeton Pacific Growth                            1.59%         .99%          2.58%            $86         $292
Templeton Global Growth                             1.59%         .93%          2.52%            $86         $286
Templeton Developing Markets Equity                 1.59%        1.49%          3.08%            $91         $340
Templeton Global Asset Allocation                   1.59%         .86%          2.45%            $85         $279
Small Cap                                           1.59%         .77%          2.36%            $84         $270
Templeton International Smaller Companies           1.59%        1.16%          2.75%            $88         $308
Capital Growth                                      1.59%         .77%          2.36%            $84         $270
Mutual Discovery Securities                         1.59%        1.05%          2.64%            $87         $298
Mutual Shares Securities                            1.59%         .85%          2.44%            $85         $278

<FN>
*Prior to May 1, 1997, the Natural Resources Securities Fund was known as the Precious Metals Fund.
</FN>
</TABLE>
<PAGE>

The expenses for the newly  formed funds have been  estimated.  The expenses for
the Zero Coupon funds reflect  current expense  reimbursement  and/or fee waiver
arrangements. For more detailed information, see the Fee Table in the prospectus
for the Contract.
    



6. TAXES

   
Any 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 591/2 when you take money out, you may be charged a 10%
federal tax  penalty on the taxable  amounts  surrendered.  Payments  during the
payout 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 surrender at any time during the accumulation  phase. Any partial
surrender  must be for at least $500.  You may request a surrender  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 surrenders up to a total of 15% of the value of your Contract each year
without  charge from Allianz  Life.  Surrenders in excess of that amount will be
subject to a contingent  deferred sales charge. If you do not surrender the full
15% in any one Contract  year,  you may not carry over the remaining  percentage
amount to another year.  Surrenders in excess of the 15% free withdrawal will be
charged  a  contingent  deferred  sales  charge  which  declines  from  6% to 0%
depending  upon the number of  complete  years we have had your  payment.  After
Allianz  Life has had a payment for 7 years,  there is no charge for  surrenders
related to that payment.  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 of the Contract.
    



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 based upon each fund's performance.
    



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 claim
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.

   
Purchasing  Considerations.  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
monies from your savings or checking account.

   
Dollar  Cost  Averaging  Program - You can  arrange to have a regular  amount of
money  automatically  transferred from selected funds to other funds each month.
Theoretically  this can give 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 Contract
value 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 contingent  deferred sales charges,  tax penalties,
and 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

<PAGE>

                   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
select up to 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 Fund

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

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

FUNDS SEEKING CAPITAL GROWTH
Capital Growth Fund
Mutual Discovery Securities Fund
Natural Resources Securities Fund
 (formerly, Precious Metals Fund)
Small Cap Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund
    


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 May 1, 1997. 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 20 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  INVESTMENT  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.

   
THIS  PROSPECTUS IS NOT AN OFFERING OF THE  SECURITIES  HEREIN  DESCRIBED IN ANY
STATE, COUNTRY, OR JURISDICTION IN WHICH THE OFFERING IS UNAUTHORIZED.  NO SALES
REPRESENTATIVE,  DEALER OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS.

Dated: May 1, 1997



TABLE OF CONTENTS
                                                   Page
INDEX OF TERMS ...................................    3
FEE TABLE ........................................    4
 1. THE VALUEMARK IV
    VARIABLE ANNUITY CONTRACT ....................    8
    Contract Owner ...............................    8
    Joint Owner ..................................    8
    Annuitant ....................................    8
    Beneficiary...................................    8
    Assignment ...................................    8
 2. ANNUITY PAYMENTS
    (THE PAYOUTPHASE) ............................    9
    Annuity Options ..............................    9
 3. PURCHASE .....................................   10
    Purchase Payments ............................   10
    Automatic Investment Plan ....................   10
    Allocation of Purchase Payments ..............   10
    Free Look ....................................   10
    Accumulation Units ...........................   10
 4. INVESTMENT OPTIONS ...........................   11
    Transfers ....................................   12
    Dollar Cost Averaging Program ................   12
    Flexible Rebalancing .........................   13
    Voting Privileges ............................   13
    Substitution .................................   13
 5. EXPENSES .....................................   13
    Insurance Charges ............................   13
     Mortality and Expense Risk Charge ...........   13
     Administrative Charge .......................   13
    Contract Maintenance Charge ..................   13
    Contingent Deferred Sales Charge .............   14
    Waiver of Contingent
    Deferred Sales Charge Benefits ...............   14
    Reduction or Elimination of the
    Contingent Deferred Sales Charge .............   14
    Transfer Fee .................................   14
    Premium Taxes ................................   15
    Income Taxes .................................   15
    Fund Expenses ................................   15
 6. TAXES ........................................   15
    Annuity Contracts in General .................   15
    Qualified and Non-Qualified Contracts ........   15
    Surrenders - Non-Qualified Contracts .........   15
    Surrenders - Qualified Contracts .............   16
    Surrenders - Tax-Sheltered Annuities .........   16
    Diversification ..............................   16
 7. ACCESS TO YOUR MONEY .........................   16
    Systematic Withdrawal Program ................   16
    Minimum Distribution Program .................   17
    Suspension of Payments or Transfers ..........   17
 8. PERFORMANCE ..................................   17
 9. DEATH BENEFIT ................................   17
    Upon Your Death ..............................   17
    Death of Annuitant ...........................   18
10. OTHER INFORMATION ............................   18
    Allianz Life .................................   18
    The Separate Account .........................   18
    Distribution .................................   19
    Administration ...............................   19
    Financial Statements .........................   19
APPENDIX .........................................   19
TABLE OF CONTENTS
OF THE STATEMENT OF
ADDITIONAL INFORMATION ...........................   20


INDEX OF TERMS
This  prospectus  is written in plain  English to make it as  understandable  as
possible.  However, there are some technical terms used which are capitalized in
the  prospectus.  The page  that is  indicated  below is where you will find the
definition for the word or term.
                                                   Page
Accumulation Phase ...............................    8
Accumulation Unit ................................   10
Annuitant ........................................    8
Annuity Options ..................................    9
Annuity Payments .................................    8
Annuity Unit .....................................   10
Beneficiary ......................................    8
Contract..........................................    8
Contract Owner ...................................    8
Fixed Account ....................................    8
Funds ............................................   11
Income Date ......................................    9
Joint Owner ......................................    8
Non-Qualified ....................................   15
Payout Phase .....................................    8
Purchase Payment .................................   10
Qualified ........................................   15
Tax Deferral .....................................    8
    


<PAGE>


<TABLE>
FEE TABLE
CONTRACT OWNER TRANSACTION FEES
Contingent Deferred Sales Charge*
(as a percentage of Purchase Payments)
<CAPTION>
                                        Number of Complete
                                        Years From Receipt  Charge
                                          --------------     -----
<S>                                              <C>          <C>
                                                 0            6%
                                                 1            6%
                                                 2            6%
                                                 3            5%
                                                 4            4%
                                                 5            3%
                                                 6            2%
                                          7 years or more     0%
</TABLE>

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%

   
*Each  year  after  the  first  Contract  year,  you may make  multiple  partial
surrenders  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.
**The  Contract  provides that if more than three  transfers have been made in a
Contract  year,  the Company  reserves  the right to deduct a transfer fee which
will not exceed the lesser of $25 or 2% of the amount transferred. Market timing
transfers may not be permitted.
***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 (except in New Jersey).
****The Mortality and Expense Risk Charge is 1.25% during the Payout Phase.
    


<PAGE>


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

   
The Management and Fund  Administration Fees for each Fund are based on a percentage of that Fund's net assets. 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
1996  calendar  year except for Funds with fee  waivers/expense  reductions or newer Funds without a full year of operations as of
December 31, 1996.
                                                                                 Management
                                                                                  and Fund                    Total Annual
                                                                           Administration Fees1 Other Expenses Expenses
                                                                                -------------   ----------     --------
<S>                                                                                  <C>            <C>         <C>
Money Market Fund2 .........................................................         .51%           .02%        .53%
Growth and Income Fund .....................................................         .48%           .02%        .50%
Natural Resources Securities Fund3 .........................................         .60%           .05%        .65%
Real Estate Securities Fund ................................................         .55%           .02%        .57%
Utility Equity Fund ........................................................         .47%           .03%        .50%
High Income Fund ...........................................................         .52%           .02%        .54%
Templeton Global Income Securities Fund ....................................         .56%           .05%        .61%
Income Securities Fund .....................................................         .47%           .03%        .50%
U.S. Government Securities Fund ............................................         .49%           .02%        .51%
Zero Coupon Fund-20004 .....................................................         .38%           .02%        .40%
Zero Coupon Fund-20054 .....................................................         .38%           .02%        .40%
Zero Coupon Fund-20104 .....................................................         .38%           .02%        .40%
Rising Dividends Fund ......................................................         .75%           .01%        .76%
Templeton International Equity Fund ........................................         .81%           .08%        .89%
Templeton Pacific Growth Fund ..............................................         .89%           .10%        .99%
Templeton Global Growth Fund ...............................................         .88%           .05%        .93%
Templeton Developing Markets Equity Fund ...................................        1.25%           .24%       1.49%
Templeton Global Asset Allocation Fund .....................................         .80%           .06%        .86%
Small Cap Fund .............................................................         .75%           .02%        .77%
Templeton International Smaller Companies Fund5 ............................        1.00%           .16%       1.16%
Capital Growth Fund5 .......................................................         .75%           .02%        .77%
Mutual Discovery Securities Fund5 ..........................................         .95%           .10%       1.05%
Mutual Shares Securities Fund5 .............................................         .75%           .10%        .85%
<FN>
1The 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.
2Franklin  Advisers,  Inc.  agreed to waive a portion of its Management  Fee and to pay certain  expenses of the Money Market Fund
during 1996. It is currently  continuing  this  arrangement in 1997.  This  arrangement  may be terminated at any time.  With this
reduction, the Fund's total annual expenses for 1996 were 0.43% of the average daily net assets of the Fund.
3Prior to May 1, 1997, the Natural Resources Securities Fund was known as the Precious Metals Fund.
4Although  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, 1997 so that the total  expenses of each Zero Coupon Fund
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, 1996,  the Total Annual  Expenses and the Management and Fund  Administration  Fees would have been as follows:  Zero
Coupon Fund-2000, .62% and .60%; Zero Coupon Fund-2005, .65% and .63%; and Zero Coupon Fund- 2010, .65% and .63%.
5The 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 1997.
</FN>
</TABLE>
    


<PAGE>


<TABLE>
<CAPTION>
   
The purpose of this Fee Table is to help you understand the costs of investing,  directly or indirectly,  in 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 would 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:
                                                                                   1 Year    3 Years   5 Years  10 Years
                                                                                    ----      -----     -----     -----
<S>                                                                                  <C>      <C>       <C>       <C>
Money Market Fund ..............................................................     $82      $117      $148      $245
Growth and Income Fund .........................................................     $81      $116      $146      $242
Natural Resources Securities Fund ..............................................     $83      $121      $154      $257
Real Estate Securities Fund ....................................................     $82      $119      $150      $249
Utility Equity Fund ............................................................     $81      $116      $146      $242
High Income Fund ...............................................................     $82      $118      $148      $246
Templeton Global Income Securities Fund ........................................     $82      $120      $152      $253
Income Securities Fund .........................................................     $81      $116      $146      $242
U.S. Government Securities Fund ................................................     $81      $117      $147      $243
Zero Coupon Fund-2000++.........................................................     $80      $113      $141      $231
Zero Coupon Fund-2005++.........................................................     $80      $113      $141      $231
Zero Coupon Fund-2010++.........................................................     $80      $113      $141      $231
Rising Dividends Fund ..........................................................     $84      $124      $159      $268
Templeton International Equity Fund ............................................     $85      $128      $166      $282
Templeton Pacific Growth Fund ..................................................     $86      $131      $171      $292
Templeton Global Growth Fund ...................................................     $86      $129      $168      $286
Templeton Developing Markets Equity Fund .......................................     $91      $146      $196      $340
Templeton Global Asset Allocation Fund .........................................     $85      $127      $165      $279
Small Cap Fund .................................................................     $84      $125      $160      $270
Templeton International Smaller Companies Fund* ................................     $88      $136      $180      $308
Capital Growth Fund* ...........................................................     $84      $125      $160      $270
Mutual Discovery Securities Fund* ..............................................     $87      $133      $174      $298
Mutual Shares Securities Fund* .................................................     $85      $127      $164      $278
<FN>
*Estimated
++Calculated with waiver of fees and reimbursement of expenses
</FN>
</TABLE>
    


<PAGE>


<TABLE>
<CAPTION>
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:
                                                                                   1 Year    3 Years   5 Years  10 Years
                                                                                    ----      -----     -----     -----
<S>                                                                                  <C>        <C>     <C>       <C>
   
Money Market Fund .............................................................      $22        $66     $114      $245
Growth and Income Fund ........................................................      $21        $65     $112      $242
Natural Resources Securities Fund .............................................      $23        $70     $120      $257
Real Estate Securities Fund ...................................................      $22        $68     $116      $249
Utility Equity Fund ...........................................................      $21        $65     $112      $242
High Income Fund ..............................................................      $22        $67     $114      $246
Templeton Global Income Securities Fund .......................................      $22        $69     $118      $253
Income Securities Fund ........................................................      $21        $65     $112      $242
U.S. Government Securities Fund ...............................................      $21        $66     $113      $243
Zero Coupon Fund-2000++........................................................      $20        $62     $107      $231
Zero Coupon Fund-2005++........................................................      $20        $62     $107      $231
Zero Coupon Fund-2010++........................................................      $20        $62     $107      $231
Rising Dividends Fund .........................................................      $24        $73     $125      $268
Templeton International Equity Fund ...........................................      $25        $77     $132      $282
Templeton Pacific Growth Fund .................................................      $26        $80     $137      $292
Templeton Global Growth Fund ..................................................      $26        $78     $134      $286
Templeton Developing Markets Equity Fund ......................................      $31        $95     $162      $340
Templeton Global Asset Allocation Fund ........................................      $25        $76     $131      $279
Small Cap Fund ................................................................      $25        $74     $126      $270
Templeton International Smaller Companies Fund* ...............................      $28        $85     $146      $308
Capital Growth Fund* ..........................................................      $24        $74     $126      $270
Mutual Discovery Securities Fund* .............................................      $27        $82     $140      $298
Mutual Shares Securities Fund* ................................................      $25        $76     $130      $278
<FN>
*Estimated
++Calculated with waiver of fees and reimbursement of expenses
</FN>
</TABLE>
    

As of December 31, 1996, no Contracts had been sold. Therefore, Allianz Life has
not provided Condensed Financial Information.


<PAGE>


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 Payout
Phase. The Contract benefits from Tax Deferral.
    

Tax Deferral means that you are not taxed on any 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
and depending  upon market  conditions,  you can make or lose money in the Funds
based on the Funds'  investment  performance.  The Funds are designed to offer a
better return than the fixed account option, however, this is not guaranteed. 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
large part upon the investment performance of the Fund(s) you select. The amount
of the Annuity  Payments  you receive  during the Payout Phase from the variable
annuity  portion of the Contract also depends in large part upon the  investment
performance of the Funds you select for the Payout Phase.
    

The Contract  also  contains a Fixed Account  option.  The Fixed Account  option
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

   
An Annuitant is the natural person on whose life we base Annuity  Payments.  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 PAYOUT 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. This limitation may not apply when
the  contract is issued to a  charitable  remainder  trust.  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  based  on the
investment  performance of the Fund(s),  the dollar amount of your payments 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 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 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 as set forth in the contract.
    

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.  Allianz Life may, at its
sole discretion, waive the minimum payment requirements. 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 monies 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 option). 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 initial  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 your money 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 based 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 Payout
Phase  of the  Contract  we call  it an  Annuity  Unit.  Every  business  day we
determine the value of an Accumulation Unit by multiplying the Accumulation Unit
value for the previous period by a factor for the current period.  The factor 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 for any portion of your Purchase  Payment  allocated to a Fund. 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  corresponding
Accumulation Unit.
    

We  calculate  the value of each  Accumulation  Unit  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 based on an  investment  in 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.
    

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 Fund

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

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

   
FUNDS SEEKING CAPITAL GROWTH:
Capital Growth Fund
Mutual Discovery Securities Fund
Natural Resources Securities Fund
 (formerly, Precious Metals Fund)
Small Cap Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund
    

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 persons using
programmed,  large, or frequent transfers.  Such activity may be disruptive to a
Fund. We reserve the right to reject any specific Purchase Payment allocation or
transfer request from a professional  market timer or registered  representative
or to 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 Program or Flexible
Rebalancing (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 Payout  Phase,  you may not make a transfer  from a fixed  Annuity
Option to a variable Annuity Option.

7. During the Payout  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 to 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 Contract 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 may cause your
chosen  allocation  to  shift.  Flexible  Rebalancing  is  designed  to help you
maintain your specified allocation mix among the different Funds. You can direct
us to readjust your Contract  value on a quarterly,  semi-annual or annual basis
to return to your original Fund 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 Flexible  Rebalancing,  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 PRIVILEGES

Allianz  Life is the  legal  owner  of the  Fund  shares.  However,  when a Fund
solicits  proxies in  conjunction  with a  shareholder  vote,  Allianz Life will
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  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 Payout 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  Payout  Phase  because  Allianz  Life does not pay a death
benefit if you die during the Payout Phase.

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.
    

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  Valuemark IV Contracts.  If the
total  value of all  Valuemark  IV  Contracts  registered  under the same social
security  number is at least $50,000,  Allianz Life will not assess the contract
maintenance  charge  (except  in New  Jersey).  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  surrender from your Contract,  the contract  maintenance
charge  will also be  deducted.  During the  Payout  Phase,  the charge  will be
collected monthly out of each Annuity Payment.
    

CONTINGENT DEFERRED SALES CHARGE

   
Surrenders  may be subject to a contingent  deferred  sales  charge.  During the
Accumulation  Phase,  you can make surrenders  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:

           Number of Complete      Contingent
           Years from Receipt       Deferred
          of Purchase Payment:    Sales Charge
             --------------         --------
                    0                   6%
                    1                   6%
                    2                   6%
                    3                   5%
                    4                   4%
                    5                   3%
                    6                   2%
                7 or more               0%

However,  after Allianz Life has had a Purchase Payment for 7 years, there is no
charge when you surrender that Purchase Payment.  For purposes of the contingent
deferred sales charge,  Allianz Life treats surrenders 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,  surrenders  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  Surrender  Amount - Each year after the first  Contract year, you can make
multiple  surrenders  up to 15% of the value of your  Contract and no contingent
deferred  sales charge will be deducted from the 15% you take out.  (This amount
may be increased when the Contract is issued to a charitable  remainder  trust.)
Surrenders  in excess of that free  amount  will be  subject  to the  contingent
deferred sales charge.  If you do not surrender the full 15% in any one Contract
year, you may not carry over the remaining percentage amount to another year.

You may also select to participate in the Systematic  Withdrawal  Program or the
Minimum  Distribution  Program  which allow you to make  surrenders  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 Program 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 consecutive days.

Also, after the first year, if you become unemployed for at least 90 consecutive
days, you can take up to 50% of your money out of the Contract 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
surrender  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 surrender 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% of the Purchase Payment, 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 the assets of the various Funds for operating expenses
(including  management fees), 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 any 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 Contract Owner,  will not be taxed on increases in the value of your
Contract  until a  distribution  occurs - either as a  surrender  or as  Annuity
Payments. When you make a surrender you are taxed on the amount of the surrender
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.

   
SURRENDERS - NON-QUALIFIED CONTRACTS

If you make a surrender from your Contract,  the Code treats such a surrender as
first coming from earnings and then from your Purchase Payments.  In most cases,
such surrendered 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 surrenders will
be exempt from the penalty.  They include any amounts:  (1) paid on or after the
taxpayer  reaches age 591/2;  (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.

SURRENDERS - 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 surrenders from Qualified Contracts is
contained in the Statement of Additional Information.

SURRENDERS - TAX-SHELTERED ANNUITIES

The Code limits the  surrender of purchase  payments made by owners from certain
Tax-Sheltered Annuities.  Surrenders can only be made when a Contract Owner: (1)
reaches age 591/2;  (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  Contract  Owner  can only  surrender  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
Contract 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  surrender  (either  a partial  or a total  surrender);  (2) by
receiving  Annuity  Payments;  or (3)  when a  death  benefit  is  paid  to your
Beneficiary. Surrenders can only be made during the Accumulation Phase.

When you make a complete surrender you will receive the value of the Contract on
the day you made the surrender  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 surrender must be for at least $500 and, unless you instruct Allianz
Life  otherwise,  will be made pro-rata from all the Funds and the Fixed Account
you selected.  Allianz Life requires that after you make a partial surrender the
value of your Contract must be at least $2,000.

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

There are limits to the amount you can surrender  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 program
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  determined  on the  last  valuation  date  prior to the day your
request is received. You may surrender 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 program if you own a Non-Qualified  Contract and are
under age 591/2. If you make surrenders under this program, you may not also use
the 15% free  surrender  amount that year.  For a discussion  of the  contingent
deferred  sales  charge  and the 15% free  surrender  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 surrender  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 from your Contract 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 surrender amount.
    

SUSPENSION OF PAYMENTS OR TRANSFERS

   
Allianz Life may be required to suspend or postpone  payments for  surrenders 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  Contract  Owners.  

   
Allianz Life has reserved the right to defer payment for a surrender 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 may 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  typically  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  cumulative  total  return  information.  Cumulative  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  have been  available  only since
February 3, 1997. 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  which  can  be  found  in the  SAI.  The
performance  is based on the historical  performance  of the Funds,  modified to
reflect the current  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 represent past or predict future
performance.

The Appendix to this Prospectus contains additional and hypothetical performance
information  relating to the two new Franklin Valuemark Funds, the Mutual Shares
Securities Fund and the Mutual  Discovery  Securities  Fund,  which you may find
informative.  Please  review it in the  context of the other  information  about
these Funds presented in the Franklin  Valuemark Funds  prospectus.  The Company
will not present this information in sales literature or  advertisements  unless
current NASD positions are changed to permit such use.
    

       

   
Allianz Life may in the future also advertise yield information.  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 Payout
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  Contract Owners
will not receive an  enhanced  death  benefit  endorsement.  For these  Contract
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  surrendered  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  Payout  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 Payout 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 variable 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. NFP has subcontracted  with Franklin Advisers,  Inc.  ("Advisers")
for it and/or certain of its  affiliates to provide  certain  marketing  support
services and NFP compensates these entities for their services.

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers  will  be paid  commissions  up to  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.  Commissions  may be recovered  from a
broker-dealer if a surrender occurs within 12 months of a Purchase Payment.
    

ADMINISTRATION

Allianz Life has hired Delaware Valley  Financial  Services,  Inc.  (DVFS),  300
Berwyn Park, Berwyn,  Pennsylvania,  to perform certain 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
OF SELECTED PUBLIC FUNDS
    

       

   
The Mutual Shares  Securities  Fund and Mutual  Discovery  Securities Fund ("New
Valuemark  Funds")  are newly  created  (November  8, 1996)  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 Class Z shares of
two corresponding  series of Franklin Mutual Series Fund Inc.  (formerly "Mutual
Series Fund Inc.") which have been sold directly to the public ("Public Funds").
Thus,  the  performance  of the  Public  Funds  may be  considered  relevant  by
investors.
    

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 or
contract  maintenance  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  contract  maintenance  charge  and 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.

   
Important Note: 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.

1In November 1996, Franklin Mutual Advisers,  Inc., a wholly owned subsidiary of
Franklin  Resources,  Inc.,  parent  company of the  investment  managers of the
Franklin Valuemark Funds,  acquired the assets of Heine Securities  Corporation,
the  investment  manager of Mutual  Series Fund Inc. This  transaction  did not,
however, change the individual portfolio managers 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.  Franklin Mutual Series Fund
Inc. is distributed by Franklin Templeton Distributors, Inc.
    


<PAGE>


<TABLE>
<CAPTION>
   
1. Public Funds' Historical Performance
                                                                                           Since  Inception
            Periods Ended 12/31/96:                         One-Year Five-Years Ten-Years Inception  Date
- -----------------------------------------------------------------------------------------------------------------------------------
            <S>                                                <C>      <C>      <C>      <C>     <C>


            Mutual Discovery Fund - Class Z.................   24.93%     --       --     22.62%  12/31/92
            Mutual Shares Fund - Class Z....................   20.76%   19.06%   15.36%     --     7/1/49


2. Hypothetical Accumulation Unit Performance (includes all current recurring expenses of the Separate Account)
                                                                                           Since  Inception
            Periods Ended 12/31/96:                         One-Year Five-Years Ten-Years Inception  Date
- ------------------------------------------------------------------------------------------------------------------------------------


            Mutual Discovery Securities
             Sub-Account ...................................   23.09%     --       --     20.76%  12/31/92
            Mutual Shares Securities
             Sub-Account ...................................   19.02%   17.22%   13.58%     --     7/1/49

3. Hypothetical  Accumulation Unit Performance  (includes all current recurring  expenses of the Separate Account and deduction of
the contingent deferred sales charge and contract maintenance charge)

                                                                                           Since  Inception
            Periods Ended 12/31/96:                         One-Year Five-Years Ten-Years Inception  Date
- -----------------------------------------------------------------------------------------------------------------------------------

            Mutual Discovery Securities
             Sub-Account....................................   16.99%     --       --     20.07%  12/31/92
            Mutual Shares Securities
             Sub-Account....................................   12.92%   16.78%   13.51%     --     7/1/49

</TABLE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
- -------------------------------------------------------------------------------
<S>                                                   <C>

Insurance Company.................................    2
Experts...........................................    2
Legal Opinions....................................    2
Distributor.......................................    2
Reduction or Elimination of the
 Contingent Deferred Sales Charge.................    2
Calculation of Performance Data...................    2
Tax Status........................................    5
Annuity Provisions................................    9
Mortality and Expense Risk Guarantee..............   10
Financial Statements..............................   10
</TABLE>
    


                                     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
                                  May 1, 1997    

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    MAY 1,
1997    , AND AS MAY BE AMENDED FROM TIME TO TIME.




<TABLE>
<CAPTION>
Table of Contents
- ------------------------------------------------------
<S>                                               <C>
   
Contents                                          Page
Insurance Company...............................     2
Experts.........................................     2
Legal Opinions..................................     2
Distributor.....................................     2
Reduction or Elimination of the
 Contingent Deferred Sales Charge...............     2
Calculation of Performance Data.................     2
Tax Status......................................     5
Annuity Provisions..............................     9
Mortality and Expense Risk Guarantee............    10
Financial Statements............................    10
</TABLE>
    

                                                                    V4 SAI 05/97

<PAGE>
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 the  Insurance  Company  as of and for the year  ended
December 31, 1996 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 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.

<PAGE>
Calculation of Performance Data
- --------------------------------------------------------------------------------

Total Return

   
From time to time, the Insurance  Company may advertise the performance data for
the  Funds  in  sales  literature,  advertisements,   personalized  hypothetical
illustrations,  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  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  performance  data will include total return figures for the one, five,
and ten year (or since  inception)  time  periods  indicated.  Such total return
figures will reflect the deduction of a 1.34% Mortality and Expense Risk Charge,
a 0.15%  Administrative  Charge,  the operating expenses of the underlying Funds
and any applicable  Contingent  Deferred  Sales Charge and Contract  Maintenance
Charge  ("Standardized Total Return").  The Contingent Deferred Sales Charge and
Contract  Maintenance  Charge  deductions are calculated  assuming a Contract is
surrendered at the end of the reporting period.

The hypothetical  value of a Contract  purchased for the time periods  described
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:
    

                                P (1 + T)n = ERV

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

   
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 Insurance  Company may also advertise  cumulative and average total
return  information over different periods of time. The Company may also present
performance information computed on a different basis  ("Non-Standardized  Total
Return").

Cumulative  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

<PAGE>

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 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.)

   
For the seven-day period ending on 12/31/96,  the Money Market Sub-Account had a
current yield of 3.64% and an effective  yield of 3.70%.  The yield  information
assumes that the  Sub-Account was invested in the Money Market Fund for the time
period shown.

Other Funds.  The  Insurance  Company may also quote yield in sales  literature,
advertisements,  personalized  hypothetical  illustrations,  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  Contract
Maintenance Charge) by the accumulation unit value on the last day of the period
and annualizing the resulting figure, according to the following formula:

                          Yield = 2 [((a-b) + 1)6 - 1]
                                      -----
                                       cd
where:
a = net investment  income earned during the period by the Fund  attributable to
    shares  owned  by the  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.

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

Performance Ranking

   
Total return may be compared to relevant  indices,  including U.S.  domestic and
international 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.
    

<PAGE>
   
Performance Information

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 Capital Growth,  Templeton  International Smaller Companies,  Mutual
Shares Securities,  and Mutual Discovery Securities Funds). In order to show how
investment  performance  of the Funds  affects  accumulation  unit  values,  the
following hypothetical performance information was developed.

The chart below shows  hypothetical  accumulation unit performance which assumes
that the  accumulation  units  were  invested  in each of the Funds for the same
periods. The performance figures in Column I represent hypothetical  performance
figures for the accumulation units which reflects the deduction of the Mortality
and Expense Risk Charge,  Administrative  Charge,  and the operating expenses of
the  Funds.  Column  II  represents  hypothetical  performance  figures  for the
accumulation  units which  reflects the the  Mortality  and Expense Risk Charge,
Administrative  Charge, the Contract  Maintenance Charge, the operating 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).  Past performance
does not guarantee future results.

<TABLE>
<CAPTION>
Franklin Valuemark IV
Total Return for the periods ended December 31, 1996

                                                   Column I                                 Column II
                                     ----------------------------------------  ---------------------------------------
                          Inception    One      Three     Five       Since      One      Three     Five       Since
Fund                        Date      Year      Years     Years    Inception   Year      Years     Years    Inception
- ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>       <C>       <C>        <C>       <C>       <C>       <C>        <C>
Capital Growth              5/1/96     NA        NA        NA         NA        NA        NA        NA         NA
Growth and Income          1/24/89   12.49%    12.43%    10.18%     8.67%      6.39%    10.97%     9.62%     8.58%
High Income                1/24/89   12.20%     8.43%    10.74%     8.59%      6.10%     6.87%    10.20%     8.50%
Income Securities          1/24/89    9.62%     6.88%     9.74%    10.16%      3.52%     5.26%     9.18%    10.07%
Money Market#              1/24/89    4.33%     3.60%     2.67%     3.72%     -1.77%     1.89%     1.95%     3.63%
Mutual Discovery
 Securities                11/8/96     NA        NA        NA         NA        NA        NA        NA         NA
Mutual Shares
 Securities                11/8/96     NA        NA        NA         NA        NA        NA        NA         NA
Natural Resources
 Securities*               1/24/89    2.45%    -0.08%     6.25%     4.67%     -3.65%    -1.92%     5.62%     4.58%
Real Estate Securities     1/24/89   30.84%    15.38%    14.74%    11.36%     24.74%    13.99%    14.26%    11.28%
Rising Dividends           1/27/92   22.33%    13.90%      NA        8.91%    16.23%    12.48%      NA       8.32%
Small Cap                  11/1/95   27.15%      NA        NA       24.37%    21.05%      NA        NA      19.98%
Templeton Developing
 Markets Equity            3/15/94   19.78%      NA        NA        4.98%    13.68%      NA        NA       3.17%
Templeton Global
 Asset Allocation           5/1/95   18.05%      NA        NA       14.26%    11.95%      NA        NA      11.33%
Templeton Global
 Growth                    3/15/94   19.48%      NA        NA       11.39%    13.38%      NA        NA       9.76%
Templeton Global
 Income Securities         1/24/89    8.01%     4.54%     5.20%     6.64%      1.91%     2.85%     4.55%     6.56%
Templeton
 International Equity      1/27/92   21.14%     9.47%      NA       10.01%    15.04%     7.93%      NA       9.44%
Templeton International
 Smaller Companies          5/1/96     NA        NA        NA         NA        NA        NA        NA         NA
Templeton Pacific Growth   1/27/92    9.45%     1.52%      NA       8.37%      3.35%    -0.27%      NA       7.78%
U.S. Government
 Securities                3/14/89    2.07%     4.15%     5.31%     6.65%     -4.03%     2.46%     4.66%     6.57%
Utility Equity             1/24/89    5.57%     5.98%     6.79%     9.48%      0.53%     4.34%     6.17%     9.41%
Zero Coupon - 2000#        3/14/89    0.90%     3.29%     6.27%     8.08%     -5.20%     1.57%     5.64%     8.01%
Zero Coupon - 2005#        3/14/89   -1.99%     4.27%     8.31%     9.55%     -8.09%     2.58%     7.72%     9.47%
Zero Coupon - 2010#        3/14/89   -4.14%     5.76%     9.71%    10.22%    -10.24%     4.12%     9.15%    10.14%

<FN>
*Prior to May 1, 1997, the Natural Resources Securities Fund was known as the Precious Metals Fund.
#Calculated with waiver of fees and reimbursement of expenses.
</FN>
</TABLE>
    
<PAGE>


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  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 Internal  Revenue Code of 1986,  as amended  ("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 591/2; (b) after the death of the Contract Owner;
(c) if the  taxpayer is totally  disabled  (for this  purpose  disability  is as
defined in Section 72(m)(7) of the Code); (d) 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 Statement of Additional Information.  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 591/2 ; (b)
distributions  following  the  death  or  disability  of the  Contract  Owner or
Annuitant (as applicable) (for this purpose  disability is as defined in Section
72(m)(7) of the Code); (c) after separation from service, distributions that are
part of  substantially  equal periodic  payments made not less  frequently  than
annually for the life (or life  expectancy)  of the Contract  Owner or Annuitant
(as applicable) or the joint lives (or joint life expectancies) of such Contract
Owner  or  Annuitant  (as  applicable)  and  his  designated  beneficiary;   (d)
distributions to a Contract Owner or Annuitant (as applicable) who has separated
from  service  after  he has  attained  age 55;  (e)  distributions  made to the
Contract Owner or Annuitant (as applicable) to the extent such  distributions do
not exceed the amount  allowable  as a deduction  under Code  Section 213 to the
Contract Owner or Annuitant (as  applicable) for amounts paid during the taxable
year for medical care; (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    or  Annuitant (as
applicable)     and his or her spouse and dependents if the Contract Owner    or
Annuitant (as  applicable)      has received  unemployment  compensation  for at
least 12 weeks.  This exception no longer applies after the Contract Owner    or
Annuitant (as  applicable)      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  701/2 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 591/2;
(2) separates from service;  (3) dies; (4) becomes  disabled (within the meaning
of Section  72(m)(7)  of the  Code);  or (5) in the case of  hardship.  However,
withdrawals  for hardship are restricted to the portion of the Contract  Owner's
Contract Value which represents contributions by the Contract Owner and does not
include any investment results.  The limitations on withdrawals became effective
on January 1, 1989 and apply only to salary reduction  contributions  made after
December 31,  1988,  and to income  attributable  to such  contributions  and to
income  attributable to amounts held as of December 31, 1988. The limitations on
withdrawals  do not affect  rollovers and transfers  between  certain  Qualified
Plans. Contract Owners should consult their own tax counsel or other tax adviser
regarding any distributions.

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 a 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, 1996,  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 Variable Account as
of and for the year ended December 31, 1996 are also included herein.
    




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,  1996, 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,  1996, 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 24, 1997

<PAGE>

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

Statements of Assets and Liabilities
December 31, 1996
(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, 375,683 shares, cost $375,683........   $375,683           -          -         -            -           -
  Growth and Income Fund, 55,678 shares, cost $793,252....          -     977,147          -         -            -           -
  Precious Metals Fund, 7,086 shares, cost $103,815.......          -           -    101,257         -            -           -
  High Income Fund, 28,418 shares, cost $367,146..........          -           -          -   402,400            -           -
  Real Estate Securities Fund, 13,634 shares,
   cost $217,032..........................................          -           -          -         -      301,991           -
  U.S. Government Securities Fund, 55,160 shares,
    cost $719,883.........................................          -           -          -         -            -     743,008
                                                              -------     -------    -------   -------      -------     -------
     Total assets.........................................    375,683     977,147    101,257   402,400      301,991     743,008
                                                              -------     -------    -------   -------      -------     -------
Liabilities:
 Accrued mortality and expense risk charges...............         48          33          8        19           15          31
 Accrued administrative charges...........................          6           4          1         2            2           4
                                                              -------     -------    -------   -------      -------     -------
     Total liabilities....................................         54          37          9        21           17          35
                                                              -------     -------    -------   -------      -------     -------
     Net assets...........................................   $375,629     977,110    101,248   402,379      301,974     742,973
                                                              =======     =======    =======   =======      =======     =======
 
Contract owners' equity:
 Contracts in accumulation period (note 6)................   $374,865     975,004    101,248   401,759      301,930     742,567
 Contracts in annuity payment period (note 2).............        764       2,106          -       620           44         406
                                                              -------     -------    -------   -------      -------     -------
     Total contract owners' equity........................   $375,629     977,110    101,248   402,379      301,974     742,973
                                                              =======     =======    =======   =======      =======     =======
 Accumulation units outstanding...........................     28,060      50,027      6,998    20,736       12,757      44,598 
                                                              =======     =======    =======   =======      =======     =======
 Accumulation unit value per unit.........................    $13.359      19.490     14.467    19.375       23.668      16.650
                                                              =======     =======    =======   =======      =======     =======
<FN>
See accompanying notes to 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.)
December 31, 1996
(In thousands except per unit data)


                                                                                                          Templeton
                                                        Utility       Zero        Zero        Zero      Global Income   Income
                                                        Equity       Coupon      Coupon      Coupon      Securities   Securities
                                                         Fund      Fund - 2000 Fund - 2005 Fund - 2010      Fund         Fund
                                                       --------    ----------- ----------- -----------   -----------  ----------
<S>                                                   <C>          <C>         <C>         <C>          <C>           <C>   
Investments at net asset value:
 Franklin Valuemark Funds:
  Utility Equity Fund, 60,392 shares, cost $948,947   $1,097,920           -           -           -             -            -
  Zero Coupon Fund - 2000, 6,855 shares,
   cost $95,941....................................            -     104,135           -           -             -            -
  Zero Coupon Fund - 2005, 4,492 shares,
   cost $66,082....................................            -           -      73,443           -             -            -
  Zero Coupon Fund - 2010, 4,357 shares,
   cost $66,131....................................            -           -           -      70,977             -            -
  Templeton Global Income Securities Fund,
   14,609 shares, cost $185,728....................            -           -           -           -       198,981            -
  Income Securities Fund,
   72,742 shares, cost $1,082,408..................            -           -           -           -             -    1,251,888
                                                       ---------     -------     -------     -------       -------    ---------
    Total assets...................................    1,097,920     104,135      73,443      70,977       198,981    1,251,888
                                                       ---------     -------     -------     -------       -------    ---------
Liabilities:
 Accrued mortality and expense risk charges........           42           9           8           7            12           39
 Accrued administrative charges....................            5           1           1           1             1            5
                                                       ---------     -------     -------     -------       -------     --------
    Total liabilities..............................           47          10           9           8            13           44
                                                       ---------     -------     -------     -------       -------    ---------
    Net assets.....................................   $1,097,873     104,125      73,434      70,969       198,968    1,251,844
                                                       =========     =======     =======     =======       =======    =========
Contract owners' equity:
 Contracts in accumulation period (note 6).........   $1,096,456     104,125      73,434      70,969       198,968    1,248,321
 Contracts in annuity payment period (note 2)......        1,417           -           -           -             -        3,523
                                                       ---------     -------     -------     -------       -------    ---------
    Total contract owners' equity..................   $1,097,873     104,125      73,434      70,969       198,968    1,251,844
                                                       =========     =======     =======     =======       =======    =========
 Accumulation units outstanding....................       53,086       5,636       3,579       3,297        11,857       57,504
                                                       =========     =======     =======     =======      ========     ========
 Accumulation unit value per unit..................      $20.654      18.475      20.517      21.522        16.781       21.708
                                                       =========     =======     =======     =======      ========     ========

<FN>
See accompanying notes to 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.)
December 31, 1996
(In thousands except per unit data)


                                                       Templeton              Templeton     Templeton    Templeton     Templeton
                                                        Pacific    Rising   International   Developing     Global     Global Asset
                                                        Growth    Dividends    Equity     Markets Equity   Growth      Allocation
                                                         Fund       Fund        Fund           Fund         Fund          Fund
                                                        -------    -------  ------------- -------------  ---------    ------------
<S>                                                   <C>         <C>       <C>           <C>            <C>          <C> 
Investments at net asset value:
 Franklin Valuemark Funds:
  Templeton Pacific Growth Fund,
   22,370 shares, cost $307,615....................    $330,175          -            -             -           -            -
  Rising Dividends Fund,
   35,399 shares, cost $393,224....................           -    545,147            -             -           -            -
  Templeton International Equity Fund,
   67,098 shares, cost $853,455....................           -          -    1,036,664             -           -            -
  Templeton Developing Markets Equity Fund,
   22,377 shares, cost $231,910....................           -          -            -       259,352           -            -
  Templeton Global Growth Fund,
   39,862 shares, cost $454,602....................           -          -            -             -     550,097            -
  Templeton Global Asset Allocation Fund,
   4,140 shares, cost $45,904......................           -          -            -             -           -       52,122
                                                        -------    -------    ---------       -------     -------       ------
      Total assets.................................     330,175    545,147    1,036,664       259,352     550,097       52,122
                                                        -------    -------    ---------       -------     -------       ------
Liabilities:
 Accrued mortality and expense risk charges........          14         18           72             5          28            4
 Accrued administrative charges....................           2          2            9             1           3            1
                                                        -------    -------    ---------       -------     -------      -------
      Total liabilities............................          16         20           81             6          31            5
                                                        -------    -------    ---------       -------     -------      -------
      Net assets...................................    $330,159    545,127    1,036,583       259,346     550,066       52,117
                                                        =======    =======    =========       =======     =======      =======
Contract owners' equity:
 Contracts in accumulation period (note 6).........    $329,409    544,315    1,035,240       257,584     546,814       51,362
 Contracts in annuity payment period (note 2)......         750        812        1,343         1,762       3,252          755
                                                        -------    -------    ---------       -------     -------      -------
      Total contract owners' equity................    $330,159    545,127    1,036,583       259,346     550,066       52,117
                                                        =======    =======    =========       =======     =======      =======
 Accumulation units outstanding....................      22,061     35,569       64,375        22,423      40,327        4,104
                                                        =======    =======    =========       =======     =======      =======
 Accumulation unit value per unit..................     $14.932     15.303       16.081        11.487      13.560       12.514
                                                        =======    =======    =========       =======     =======      =======
<FN>
See accompanying notes to 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.)
December 31, 1996
(In thousands except per unit data)


                                                                                   Templeton
                                                                                 International  Mutual     Mutual
                                                               Small    Capital     Smaller    Discovery   Shares        Total
                                                                Cap     Growth     Companies  Securities Securities       All
                                                               Fund      Fund        Fund        Fund       Fund         Funds
                                                              -------    -----   ------------ ---------- ----------     --------
<S>                                                         <C>         <C>      <C>          <C>        <C>         <C>  
Investments at net asset value:
 Franklin Valuemark Funds:
  Small Cap Fund, 12,545 shares, cost $148,931............   $165,591         -            -          -         -
  Capital Growth Fund, 3,708 shares, cost $40,307.........          -    42,118            -          -         -
  Templeton International Smaller Companies Fund,
   1,381 shares, cost $14,403.............................          -         -       15,534          -         -  
  Mutual Discovery Securities Fund,
   1,478 shares, cost $14,879.............................          -         -            -     15,079         -
  Mutual Shares Securities Fund,
   2,623 shares, cost $26,543.............................          -         -            -          -    27,147
                                                              -------    ------       ------     ------    ------          
      Total assets........................................    165,591    42,118       15,534     15,079    27,147    8,737,856
                                                              -------    ------       ------     ------    ------    ---------
Liabilities:
 Accrued mortality and expense risk charges...............         12         7            6          4         5          446
 Accrued administrative charges...........................          1         1            1          1         1           56
                                                              -------    ------       ------     ------    ------    ---------
      Total liabilities...................................         13         8            7          5         6          502
                                                              -------    ------       ------     ------    ------    ---------
      Net assets..........................................   $165,578    42,110       15,527     15,074    27,141    8,737,354
                                                              =======    ======       ======     ======    ======    =========
Contract owners' equity:
 Contracts in accumulation period (note 6)................   $165,073    41,883       15,467     14,976    26,991    8,718,760
 Contracts in annuity payment period (note 2).............        505       227           60         98       150       18,594
                                                              -------    ------       ------     ------    ------    ---------
      Total contract owners' equity.......................   $165,578    42,110       15,527     15,074    27,141    8,737,354
                                                              =======    ======       ======     ======    ======    =========
 Accumulation units outstanding..........................      12,784     3,722        1,388      1,471     2,613      508,972
                                                              =======    ======       ======     ======    ======    =========
 Accumulation unit value per unit.........................    $12.913    11.254       11.145     10.180    10.330
                                                              =======    ======       ======     ======    ======

<FN>
See accompanying notes to 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 year ended December 31, 1996
(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.....................    $ 20,371      20,139     1,477     27,936       9,054       36,122
                                                             --------     -------    ------    -------      ------      -------
Expenses:
 Mortality and expense risk charges......................       5,107      11,169     1,463      4,365       2,832        7,067
 Administrative charges..................................         613       1,340       176        524         340          848
                                                             --------     -------    ------    -------      ------      -------
      Total expenses.....................................       5,720      12,509     1,639      4,889       3,172        7,915
                                                             --------     -------    ------    -------      ------      -------
      Investment income (loss), net......................      14,651       7,630      (162)    23,047       5,882       28,207
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...................................     451,939      87,838    70,163    101,305      16,530      114,831
   Cost of investments sold..............................    (451,939)    (72,627)  (66,041)   (93,324)    (13,792)    (111,215)
                                                             --------     -------    ------    -------      ------      -------
      Total realized gains (losses) on sales of
       investments, net..................................           -      15,211     4,122      7,981       2,738        3,616
                                                             --------     -------    ------    -------      ------      -------
      Realized gains (losses) on investments, net........           -      86,540     5,476      9,464       2,738        3,616
Net change in unrealized appreciation (depreciation)
 on investments..........................................           -      13,214    (5,135)     8,973      58,128      (18,709)
                                                             --------     -------    ------    -------      ------      -------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net...           -      99,754       341     18,437      60,866      (15,093)
                                                             --------     -------    ------    -------      ------      -------
Net increase (decrease) in net assets from operations....    $ 14,651     107,384       179     41,484      66,748       13,114 
                                                             ========     =======    ======    =======      ======      =======

<FN>
See accompanying notes to 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 year ended December 31, 1996
(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...............      14,961       1,350         898         890          2,579         1,516
 Administrative charges...........................       1,795         162         108         107            310           182
                                                      --------      ------     -------      ------         ------         -----
      Total expenses..............................      16,756       1,512       1,006         997          2,889         1,698
                                                      --------      ------     -------      ------         ------         -----
      Investment income (loss), net...............      43,207       4,403       2,728       2,690         12,436         6,095
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............................     298,295      19,016       9,028      33,589         45,486       161,712
   Cost of investments sold.......................    (264,853)    (17,510)     (8,221)    (31,159)       (43,916)     (156,449)
                                                      --------      ------     -------      ------         ------       -------
      Total realized gains (losses) on sales of
       investments, net...........................      33,442       1,506         807       2,430          1,570         5,263
                                                      --------      ------     -------      ------         ------      --------
      Realized gains (losses) on investments, net.      33,442       1,564         807       3,429          1,570         5,263
Net change in unrealized appreciation (depreciation)
  on investments..................................     (17,145)     (4,982)     (4,814)     (9,041)         1,397        (8,886)
                                                      --------      ------     -------      ------         ------      --------
      Total realized gains (losses) and
       unrealized appreciation (depreciation)
       on investments, net........................      16,297      (3,418)     (4,007)     (5,612)         2,967        (3,623)
                                                      --------      ------     -------      ------         ------      --------
Net increase (decrease) in net assets
 from operations..................................    $ 59,504         985      (1,279)     (2,922)        15,403         2,472
                                                      ========      ======     =======      ======         ======      ========
<FN>
See accompanying notes to 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 year ended December 31, 1996
(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...............       15,271        1,678       4,369       5,805      11,564         2,769
 Administrative charges...........................        1,833          201         524         697       1,388           332
                                                       --------     --------     -------      ------     -------        ------
     Total expenses...............................       17,104        1,879       4,893       6,502      12,952         3,101
                                                       --------     --------     -------      ------     -------        ------
     Investment income (loss), net................       44,974       10,420       5,289       2,950      10,789        (1,013)
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...........................      116,053      195,626     125,924      48,263      65,043        29,440
    Cost of investments sold......................     (103,909)    (201,593)   (115,808)    (39,102)    (57,533)      (28,163)
                                                       --------     --------     -------      ------     -------        ------
       Total realized gains (losses) on sales of
       investments, net...........................       12,144       (5,967)     10,116       9,161       7,510         1,277
                                                       --------     --------     -------      ------     -------        ------
       Realized gains (losses) on investments, net       22,468       (5,967)     16,017       9,161      36,562         5,139
Net change in unrealized appreciation (depreciation)
 on investments...................................       45,516        1,206       8,976      84,727     129,022        30,681
                                                       --------     --------     -------      ------     -------        ------
         Total realized gains (losses) and
         unrealized appreciation (depreciation)
         on investments, net......................       67,984       (4,761)     24,993      93,888     165,584        35,820
                                                       --------     --------     -------      ------     -------        ------
Net increase (decrease) in net assets
 from operations..................................     $112,958        5,659      30,282      96,838     176,373        34,807
                                                       ========     ========     =======      ======     =======        ======
<FN>
See accompanying notes to 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 year ended December 31, 1996
(In thousands)
                                                                            Templeton                       Templeton
                                                                Templeton    Global                       International  Mutual
                                                                 Global       Asset      Small   Capital     Smaller    Discovery
                                                                 Growth    Allocation     Cap    Growth     Companies  Securities
                                                                  Fund        Fund       Fund     Fund        Fund        Fund
                                                                 -------   ----------   -------  -------  ------------ ----------
<S>                                                             <C>        <C>         <C>      <C>       <C>          <C> 
Investment income:
 Dividends reinvested in fund shares.........................    $ 6,984         14         34        -            -          -
                                                                 -------     ------     ------    -----        -----       ----
Expenses:
 Mortality and expense risk charges..........................      5,483        397      1,212      167           85         16
 Administrative charges......................................        658         48        145       20           10          2
                                                                 -------     ------     ------    -----        -----       ----
      Total expenses.........................................      6,141        445      1,357      187           95         18
                                                                 -------     ------     ------    -----        -----       ----
      Investment income (loss), net..........................        843       (431)    (1,323)    (187)         (95)       (18)
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds........      6,984         27          3        -            -          -
                                                                 -------     ------     ------    -----        -----       ----
  Realized gains (losses) on sales of investments:
   Proceeds from sales.......................................     16,063      2,629     50,761    3,099        3,111          -
   Cost of investments sold..................................    (14,521)    (2,488)   (49,958)  (3,075)      (3,051)         -
                                                                 -------     ------     ------    -----        -----       ----
      Total realized gains (losses) on sales of
       investments, net......................................      1,542        141        803       24           60          -
                                                                 -------     ------     ------    -----        -----       ----
      Realized gains (losses) on investments, net............      8,526        168        806       24           60          -
Net change in unrealized appreciation (depreciation)
 on investments..............................................     68,710      5,895     16,477    1,811        1,131        200
                                                                 -------     ------     ------    -----        -----       ----
       Total realized gains (losses) and unrealized
        appreciation (depreciation) on investments, net......     77,236      6,063     17,283    1,835        1,191        200
                                                                 -------     ------     ------    -----        -----       ----
Net increase (decrease) in net assets from operations........    $78,079      5,632     15,960    1,648        1,096        182
                                                                 =======     ======     ======    =====        =====       ====
                                                                 
<FN>
See accompanying notes to 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 year ended December 31, 1996
(In thousands)
                                                                                                           Mutual
                                                                                                           Shares        Total
                                                                                                         Securities       All
                                                                                                            Fund         Funds
                                                                                                         ----------     --------
<S>                                                                                                      <C>         <C>
Investment income:
 Dividends reinvested in fund shares...................................................................     $   -       338,388
                                                                                                           ------     ---------
Expenses:
 Mortality and expense risk charges....................................................................        30       103,043
 Administrative charges................................................................................         4        12,367
                                                                                                           ------     ---------
       Total expenses..................................................................................        34       115,410
                                                                                                           ------     ---------
       Investment income (loss), net...................................................................       (34)      222,978
Realized gains (losses) and unrealized appreciation (depreciation) on investments:
 Realized capital gain distributions on mutual funds...................................................         -       131,376
                                                                                                           ------     ---------
 Realized gains (losses) on sales of investments:
  Proceeds from sales..................................................................................         -     2,065,744
  Cost of investments sold.............................................................................         -    (1,950,247)
                                                                                                           ------     ---------
       Total realized gains (losses) on sales of investments, net......................................         -       115,497
                                                                                                           ------     ---------
       Realized gains (losses) on investments, net.....................................................         -       246,873
Net change in unrealized appreciation (depreciation) on investments....................................       604       407,956
                                                                                                           ------     ---------
       Total realized gains (losses) and unrealized appreciation (depreciation) on investments, net....       604       654,829
                                                                                                           ------     ---------
Net increase (decrease) in net assets from operations..................................................      $570       877,807
                                                                                                           ======     =========
<FN>
See accompanying notes to 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 years ended  December 31, 1996 and 1995
(In thousands)

                                           Money Market Fund   Growth and 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......    $ 14,651     17,718        7,630     (1,279)      (162)       52      23,047     15,167
  Realized gains (losses) on
   investments, net..................           -          -       86,540     21,076      5,476     2,150       9,464      3,298
  Net change in unrealized
   appreciation (depreciation)
   on investments....................           -          -       13,214    147,406     (5,135)   (2,147)      8,973     27,669
                                          -------    -------      -------    -------    -------   -------      ------     ------
      Net increase (decrease) in
       net assets from operations....      14,651     17,718      107,384    167,203        179        55      41,484     46,134
                                          -------    -------      -------    -------    -------   -------      ------     ------
Contract transactions (note 6):
 Purchase payments...................     175,341    190,018      134,960     98,725     20,879    11,049      51,687     47,086
 Transfers between funds.............     (91,126)  (169,358)      35,764    150,088     (5,980)  (17,212)     30,106     46,491
 Surrenders and terminations.........    (120,353)  (120,722)    (111,266)   (73,514)   (11,177)  (11,728)    (43,860)   (43,591)
 Rescissions.........................      (2,971)    (5,198)      (2,911)    (1,783)      (321)     (326)       (691)    (1,643)
 Other transactions (note 2).........         152        238          447        240         38       (36)         73         77
                                          -------    -------      -------    -------    -------   -------      ------     ------
      Net increase (decrease) in
       net assets resulting from
       contract transactions.........     (38,957)  (105,022)      56,994    173,756      3,439   (18,253)     37,315     48,420
                                          -------    -------      -------    -------    -------   -------      ------     ------
Increase (decrease) in net assets....     (24,306)   (87,304)     164,378    340,959      3,618   (18,198)     78,799     94,554
Net assets at beginning of year......     399,935    487,239      812,732    471,773     97,630   115,828     323,580    229,026
                                          -------    -------      -------    -------    -------   -------     -------     ------
Net assets at end of year............    $375,629    399,935      977,110    812,732    101,248    97,630     402,379    323,580
                                          =======    =======      =======    =======    =======   =======     =======    =======
<FN>
See accompanying notes to 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 years ended  December 31, 1996 and 1995
(In thousands)
                                              Real Estate          U.S. Government                             Zero Coupon Fund -
                                            Securities Fund        Securities Fund      Utility Equity 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.......     $ 5,882     3,361      28,207     30,379      43,207      48,876       -      2,395
  Realized gains (losses) on
   investments, net...................       2,738     1,477       3,616      2,695      33,442       1,589       -        600
  Net change in unrealized
   appreciation (depreciation)
   on investments.....................      58,128    22,517     (18,709)    54,968     (17,145)    255,500       -       (597)
                                           -------   -------     -------     ------      ------     -------    ----    -------
       Net increase (decrease) in
        net assets from operations....      66,748    27,355      13,114     88,042      59,504     305,965       -      2,398
                                           -------   -------     -------     ------      ------     -------    ----    -------
Contract transactions (note 6):
 Purchase payments....................      30,999    19,829      42,193     47,766      56,194      73,558       -      1,557
 Transfers between funds..............      27,778   (12,435)    211,454     (5,307)   (148,616)     10,721       -    (36,522)
 Surrenders and terminations..........     (22,133)  (17,397)    (82,684)   (74,423)   (174,285)   (141,926)      -    (13,413)
 Rescissions..........................        (204)     (277)       (717)    (1,813)       (734)     (1,891)      -        (49)
 Other transactions (note 2)..........          13        99         379        132         315         537       -         88
                                           -------   -------     -------     ------     -------     -------    ----    -------
       Net increase (decrease) in
        net assets resulting from
        contract transactions.........      36,453   (10,181)    170,625    (33,645)   (267,126)    (59,001)      -    (48,339)
                                           -------   -------     -------     ------   ---------     -------    ----    -------
Increase (decrease) in net assets.....     103,201    17,174     183,739     54,397    (207,622)    246,964       -    (45,941)
Net assets at beginning of year.......     198,773   181,599     559,234    504,837   1,305,495   1,058,531       -     45,941
                                           -------   -------     -------    -------   ---------   ---------    ----    -------
Net assets at end of year.............    $301,974   198,773     742,973    559,234   1,097,873   1,305,495       -          -
                                           =======   =======     =======    =======   =========   =========    ====    =======
<FN>
See accompanying notes to 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 years ended  December 31, 1996 and 1995
(In thousands)
                                               Zero Coupon Fund -   Zero Coupon Fund -  Zero Coupon Fund -    Templeton Global
                                                      2000                 2005               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.............    $ 4,403      2,895    2,728    1,752     2,690     1,068     12,436      5,291
  Realized gains (losses) on
   investments, net.........................      1,564      1,081      807      753     3,429     2,987      1,570       (206)
  Net change in unrealized appreciation
   (depreciation) on investments............     (4,982)    12,514   (4,814)  13,063    (9,041)   15,696      1,397     22,286
                                                -------    -------    -----   ------     -----    ------    -------     ------
      Net increase (decrease) in net assets
       from operations......................        985     16,490   (1,279)  15,568    (2,922)   19,751     15,403     27,371
                                                -------    -------   ------   ------     -----    ------    -------     ------
Contract transactions (note 6):
 Purchase payments..........................     12,076     16,203   10,095   13,119    12,642    12,239     11,615     13,098
 Transfers between funds....................     (5,558)    13,339   (2,776)   4,711    (8,596)    9,807    (19,697)   (21,421)
 Surrenders and terminations................    (14,126)   (10,927)  (5,726)  (4,654)   (7,034)   (5,624)   (28,371)   (29,898)
 Rescissions................................       (214)      (263)    (158)    (185)     (244)     (469)      (174)      (400)
 Other transactions (note 2)................         (3)       (17)     (14)     (23)      (13)      177         49         25
                                                -------    -------   ------   ------     -----    ------    -------     ------
      Net increase (decrease) in net assets
       resulting from contract transactions.     (7,825)    18,335    1,421   12,968    (3,245)   16,130    (36,578)   (38,596)
                                                -------    -------   ------   ------     -----    ------    -------     ------
Increase (decrease) in net assets...........     (6,840)    34,825      142   28,536    (6,167)   35,881    (21,175)   (11,225)
Net assets at beginning of year.............    110,965     76,140   73,292   44,756    77,136    41,255    220,143    231,368
                                                -------    -------   ------   ------    ------    ------    -------    -------
Net assets at end of year...................   $104,125    110,965   73,434   73,292    70,969    77,136    198,968    220,143
                                                =======    =======   ======   ======    ======    ======    =======    =======
<FN>
See accompanying notes to 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 years ended  December 31, 1996 and 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....    $  6,095      3,922      44,974      44,301      10,420     9,723       5,289      1,633
  Realized gains (losses) on
   investments, net................       5,263        624      22,468       7,100      (5,967)   (1,327)     16,017      3,150
  Net change in unrealized
   appreciation (depreciation)
   on investments..................      (8,886)     7,237      45,516     145,457       1,206     6,258       8,976     14,929
                                       --------     ------    --------     -------     -------   -------     -------     ------
      Net increase (decrease) in
       net assets from operations..       2,472     11,783     112,958     196,858       5,659    14,654      30,282     19,712
                                       --------     ------    --------     -------     -------   -------     -------     ------
Contract transactions (note 6):
 Purchase payments.................      11,116     15,136     152,823     145,910      26,642    43,555      32,634     27,022
 Transfers between funds...........    (149,196)       364     (37,286)     33,034    (185,683)  (75,287)     (1,902)   (52,319)
 Surrenders and terminations.......     (14,036)   (16,323)   (149,073)   (125,202)    (20,600)  (27,666)    (37,424)   (35,125)
 Rescissions.......................        (275)      (379)     (3,237)     (3,470)       (559)   (1,087)       (382)    (1,057)
 Other transactions (note 2).......          37        (24)        516         670          34       296         108        (45)
                                       --------     ------    --------    --------     -------   -------     -------     ------
      Net increase (decrease) in
       net assets resulting from
       contract transactions.......    (152,354)    (1,226)    (36,257)     50,942    (180,166)  (60,189)     (6,966)   (61,524)
                                       --------     ------   ---------   ---------     -------   -------     -------     ------
Increase (decrease) in net assets..    (149,882)    10,557      76,701     247,800    (174,507)  (45,535)     23,316    (41,812)
Net assets at beginning of year....     149,882    139,325   1,175,143     927,343     174,507   220,042     306,843    348,655
                                       --------    -------   ---------   ---------     -------   -------     -------    -------
Net assets at end of year..........    $      -    149,882   1,251,844   1,175,143           -   174,507     330,159    306,843
                                       ========    =======   =========   =========     =======   =======     =======    =======
                                       
<FN>
See accompanying notes to 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 years ended  December 31, 1996 and 1995
(In thousands)

                                                                      Templeton          Templeton Developing        Templeton
                                        Rising Dividends Fund International Equity Fund  Markets 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........   $ 2,950     2,452       10,789     1,998      (1,013)    (1,241)         843     (2,008)
  Realized gains (losses) on
   investments, net....................     9,161     1,323       36,562    20,155       5,139       (277)       8,526        303
  Net change in unrealized
   appreciation (depreciation)
   on investments......................    84,727    81,539      129,022    42,587      30,681      3,149       68,710     26,429
                                          -------    ------      -------    ------     -------     ------      -------     ------
      Net increase (decrease) in
       net assets from operations......    96,838    85,314      176,373    64,740      34,807      1,631       78,079     24,724
                                          -------    ------      -------    ------     -------     ------      -------     ------
Contract transactions (note 6):
 Purchase payments.....................    51,514    42,756      106,669    99,403      54,987     42,027      139,155    119,490
 Transfers between funds...............    24,084    50,303       50,892   (30,418)     36,529     22,865       46,194     46,237
 Surrenders and terminations...........   (49,247)  (35,907)     (90,832)  (72,338)    (16,917)    (7,387)     (33,945)   (15,658)
 Rescissions...........................    (1,165)     (750)      (1,605)   (2,115)       (568)    (1,069)      (1,728)    (1,966)
 Other transactions (note 2)...........       111       131          416        59          27        (55)          27         64
                                          -------    ------      -------    ------     -------     ------      -------    -------
      Net increase (decrease) in
       net assets resulting from
       contract transactions...........    25,297    56,533       65,540    (5,409)     74,058     56,381      149,703    148,167
                                          -------   -------      -------    ------     -------    -------      -------    -------
Increase (decrease) in net assets......   122,135   141,847      241,913    59,331     108,865     58,012      227,782    172,891
Net assets at beginning of year........   422,992   281,145      794,670   735,339     150,481     92,469      322,284    149,393
                                          -------   -------    ---------   -------     -------    -------      -------    -------
Net assets at end of year..............  $545,127   422,992    1,036,583   794,670     259,346    150,481      550,066    322,284
                                          =======   =======    =========   =======     =======    =======      =======    =======
<FN>
See accompanying notes to 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 years ended  December 31, 1996 and 1995
(In thousands)

                                                Templeton Global                                           Templeton International
                                             Asset Allocation Fund   Small Cap Fund    Capital Growth Fund  Smaller 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...........     $ (431)      127     (1,323)      (25)       (187)      -         (95)       -
  Realized gains (losses) on
   investments, net.......................        168        71        806         -          24       -          60        -
  Net change in unrealized appreciation
   (depreciation) on investments..........      5,895       323     16,477       183       1,811       -       1,131        -
                                               ------    ------     ------     -----      ------    ----      ------      ---
     Net increase (decrease) in
      net assets from operations..........      5,632       521     15,960       158       1,648       -       1,096        -
                                               ------    ------     ------     -----      ------    ----      ------      ---
Contract transactions (note 6):
 Purchase payments........................     19,536     5,580     51,827     2,140      13,726       -       5,995        -
 Transfers between funds..................     14,964     9,316     93,997    11,013      28,227       -       9,255        -
 Surrenders and terminations..............     (2,138)   (1,163)    (9,173)      (36)     (1,326)      -        (763)       -
 Rescissions..............................       (139)      (27)      (459)      (19)       (185)      -         (46)       -
 Other transactions (note 2)..............         28         7        166         4          20       -         (10)       -
                                               ------    ------     ------     -----      ------    ----      ------      ---
     Net increase (decrease) in net assets
      resulting from contract transactions     32,251    13,713    136,358    13,102      40,462       -      14,431        -
                                               ------    ------     ------    ------      ------    ----      ------      ---
Increase (decrease) in net assets.........     37,883    14,234    152,318    13,260      42,110       -      15,527        -
Net assets at beginning of year...........     14,234         -     13,260         -           -       -           -        -
                                               ------    ------    -------    ------      ------    ----      ------      ---
Net assets at end of year.................    $52,117    14,234    165,578    13,260      42,110       -      15,527        -
                                               ======    ======    =======    ======      ======    ====      ======     ====
<FN>
See accompanying notes to 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 years ended  December 31, 1996 and 1995
(In thousands)
                                                                      Mutual Discovery   Mutual Shares
                                                                       Securities Fund  Securities Fund      Total All Funds
                                                                      ----------------  ---------------      ---------------
                                                                        1996     1995    1996     1995      1996         1995
                                                                       ------    ----    ----     ----     ------       ------
<S>                                                                   <C>               <C>             <C>  
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net....................................      $ (18)     -      (34)     -      222,978      188,557
  Realized gains (losses) on investments, net......................          -      -        -      -      246,873       68,622
  Net change in unrealized appreciation (depreciation)
   on investments..................................................        200      -      604      -      407,956      896,966
                                                                       -------     ---    ----    ---    ---------    ---------
      Net increase (decrease) in net assets from operations........        182      -      570      -      877,807    1,154,145
                                                                       -------     ---    ----    ---    ---------    ---------
Contract transactions (note 6):
 Purchase payments.................................................      3,317      -    8,157      -    1,236,779    1,087,266
 Transfers between funds...........................................     12,081      -   18,952      -      (16,139)     (11,990)
 Surrenders and terminations.......................................       (506)     -     (537)     -   (1,047,532)    (884,622)
 Rescissions.......................................................          -      -        -      -      (19,687)     (26,236)
 Other transactions (note 2).......................................          -      -       (1)     -        2,915        2,644
                                                                       -------     ---    ----    ---    ---------    ---------
      Net increase (decrease) in net assets resulting
       from contract transactions..................................     14,892      -   26,571      -      156,336      167,062
                                                                       -------     ---  ------    ---    ---------    ---------
Increase (decrease) in net assets..................................     15,074      -   27,141      -    1,034,143    1,321,207
Net assets at beginning of year....................................          -      -        -      -    7,703,211    6,382,004
                                                                       -------     ---  ------    ---    ---------    ---------
Net assets at end of year..........................................    $15,074      -   27,141      -    8,737,354    7,703,211
                                                                       =======     ===  ======    ===    =========    =========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================
Notes to Financial Statements
December 31, 1996


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. or other of its affiliated adviser entities, 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. The Mutual  Discovery  Securities  Fund and Mutual Shares  Securities Fund
were added as available investment options on November 8, 1996.

The Investment Grade Intermediate Bond Fund and Adjustable U.S. Government Fund
were closed on October 25,  1996 when shares of the U.S. Government Securities
Fund were substituted for all shares of both funds.

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.

<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

2. Significant Accounting Policies (cont.)

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,  1996  and  1995  were  $4,491,487  and  $4,294,361,
respectively.  These contract charges are reflected in the Statements of Changes
in Net Assets as other transactions.

A contingent  deferred  sales charge is deducted from the contract value at the
time of a  surrender.  This  charge  applies  only to a  surrender  of  purchase
payments received within five years of the date of surrender.  For this purpose,
purchase  payments are allocated on a first-in,  first-out basis. The amount of
the contingent  deferred sales charge is calculated by: (a) allocating  purchase
payments to the amount surrendered;  and (b) multiplying each allocated purchase
payment  that has been held under the contract for the period shown below by the
charge shown below:
<TABLE> 
<CAPTION>
             Valuemark II                            Valuemark III
     ---------------------------             ----------------------------
     Years Since Payment  Charge             Years Since Payment   Charge
     -------------------  ------             -------------------   ------
<S>  <C>                                     <C>
             0-1            5%                       0-1             6%
             1-2            5%                       1-2             5%
             2-3            4%                       2-3             4%
             3-4            3%                       3-4             3%
             4-5           1.5%                      4-5            1.5%
             5+             0%                       5+              0%
</TABLE>
and (c) adding the products of each multiplication in (b) above.

A deferred annuity contract owner may, not more frequently than once annually on
a cumulative basis, make a surrender each contract year of fifteen percent (15%)
of purchase  payments paid,  less any prior  surrenders,  without  incurring a
contingent  deferred  sales  charge.  For a partial  surrender,  the  contingent
deferred  sales charge will be deducted from the remaining  contract  value,  if
sufficient;  otherwise it will be deducted from the amount surrendered.  Total
contingent  deferred  sales  charges paid by the  contract  owners for the years
ended   December   31,  1996  and  1995  were   $10,529,337   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  years  ended
December 31, 1996 and 1995 were $93,255 and $119,180,  respectively.  Transfer
charges  are  reflected  in the  Statements  of  Changes  in Net Assets as other
transactions.  Net transfers to the Fixed  Account for the years ended  December
31, 1996 and 1995 were $16,138,672 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.)
December 31, 1996

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 years ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
                                                  Capitalization    Date of     Market Value    Date of      
Fund                                                  Amount     Capitalization at Withdrawal Withdrawal  
- ------------------------------------------------- -------------- -------------- ------------- ----------   
<S>                                               <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       $281,250      11/7/96   
Templeton International Smaller Companies Fund...    $250,000       4/30/96       $269,250      11/7/96   
Mutual Discovery Securities Fund.................    $250,000       11/8/96       $252,250     12/23/96
Mutual Shares Securities Fund....................    $250,000       11/8/96       $255,750     12/23/96
</TABLE>

4. Investment Transactions

The  sub-account  purchases of fund shares,  including  reinvestment of dividend
distributions,  were as  follows  during the year ended  December  31,  1996 (in
thousands):

<TABLE>
<CAPTION>
<S>                                                <C>
Money Market Fund................................. $ 427,380
Growth and Income Fund............................   223,414
Precious Metals Fund..............................    74,746
High Income Fund..................................   162,983
Real Estate Securities Fund.......................    58,740
U.S. Government Securities Fund...................   313,392
Utility Equity Fund...............................    73,703
Zero Coupon Fund - 2000...........................    15,596
Zero Coupon Fund - 2005...........................    13,140
Zero Coupon Fund - 2010...........................    33,995
Templeton Global Income Securities Fund...........    21,233
Investment Grade Intermediate Bond Fund...........    15,348
Income Securities Fund............................   134,521
Adjustable U.S. Government Fund...................    25,745
Templeton Pacific Growth Fund.....................   130,000
Rising Dividends Fund.............................    76,266
Templeton International Equity Fund...............   169,986
Templeton Developing Markets Equity Fund..........   106,281
Templeton Global Growth Fund......................   173,466
Templeton Global Asset Allocation Fund............    34,368
Small Cap Fund....................................   185,786
Capital Growth Fund...............................    43,381
Templeton International Smaller Companies Fund....    17,454
Mutual Discovery Securities Fund..................    14,879
Mutual Shares Securities Fund.....................    26,453
</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.)
December 31, 1996

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

Transactions  in units for each fund for the years ended  December  31, 1996 and
1995 were as follows:
<TABLE>
<CAPTION>

                                                Growth                                      U.S.                 Zero      Zero
                                       Money      and    Precious   High    Real Estate  Government   Utility   Coupon    Coupon
                                      Market    Income    Metals   Income   Securities   Securities   Equity    Fund -    Fund -
                                       Fund      Fund      Fund     Fund       Fund         Fund       Fund      1995      2000
                                      ------    ------     -----    -----   -----------  ----------   -------   ------    ------
<S>                                  <C>        <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     4,953
Contract transactions:
 Purchase payments................    15,069     6,403       796    2,877      1,233         3,115      4,303      106       966
 Transfers between funds..........   (13,495)    9,757    (1,290)   2,959       (792)         (266)       736   (2,398)      800
 Surrenders and terminations......    (9,580)   (4,859)     (846)  (2,661)    (1,077)       (4,916)    (8,372)    (905)     (636)
 Rescissions......................      (410)     (118)      (24)    (102)       (17)         (118)      (113)      (3)      (16)
 Other transactions...............        19        15        (2)       4          6             8         33        5        (1)
                                      ------    ------     ------   -----     ------        ------     ------    -----     -----
       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)    1,113
                                      ------    ------     -----    -----     ------        ------     ------    -----     -----
Accumulation units outstanding
 at December 31, 1995.............    31,040    46,893     6,919   18,756     10,998        34,313     66,669        -     6,066
                                      ======    ======     =====   ======     ======        ======     ======    =====     =====
Contract transactions:
 Purchase payments................    13,261     7,454     1,298    2,862      1,562         2,609      2,847        -       672
 Transfers between funds..........    (6,879)    1,961      (484)   1,598      1,332        12,819     (7,585)       -      (308)
 Surrenders and terminations......    (9,147)   (6,143)     (717)  (2,446)    (1,125)       (5,122)    (8,824)       -      (782)
 Rescissions......................      (226)     (163)      (20)     (38)       (11)          (44)       (37)       -       (12)
 Other transactions...............        11        25         2        4          1            23         16        -         -
                                      ------    ------     -----    -----      -----        ------     ------    -----     -----
       Net increase (decrease)
        in accumulation units
        resulting from contract
        transactions..............    (2,980)    3,134        79    1,980      1,759        10,285    (13,583)       -      (430)
                                      ------    ------     -----    -----      -----        ------    -------    -----     -----
Accumulation units outstanding
 at December 31, 1996.............    28,060    50,027     6,998   20,736     12,757        44,598     53,086        -     5,636
                                      ======    ======     =====   ======     ======        ======     ======    =====     =====
</TABLE>                                    
<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

6. Contract Transactions - Accumulation Unit Activity (In thousands) (cont.)
<TABLE>
<CAPTION>

                                                   Templeton
                                   Zero    Zero     Global    Investment             Adjustable   Templeton             Templeton
                                  Coupon  Coupon    Income      Grade       Income      U.S.       Pacific   Rising   International
                                  Fund -  Fund -  Securities Intermediate Securities Government    Growth   Dividends    Equity
                                   2005    2010      Fund      Bond Fund     Fund       Fund        Fund      Fund        Fund
                                  ------  ------  ---------- ------------  --------  ---------    --------   -------   -----------
<S>                               <C>     <C>     <C>        <C>          <C>        <C>          <C>       <C>       <C> 
Accumulation units outstanding
 at December 31, 1994..........    2,780    2,589    16,855      9,772      56,569     19,865       27,231   28,778      60,464
Contract transactions:
 Purchase payments.............      715      652       904      1,016       7,979      3,753        2,065    3,782       7,774
 Transfers between funds.......      269      511    (1,494)        30       1,879     (6,551)      (4,013)   4,493      (2,530)
 Surrenders and terminations...     (249)    (297)   (2,058)    (1,099)     (6,965)    (2,397)      (2,714)  (3,208)     (5,662)
 Rescissions...................      (10)     (27)      (28)       (25)       (192)       (95)         (82)     (68)       (168)
 Other transactions............       (1)       9         2         (2)         39         25           (4)      12           5
                                   -----    -----    ------     ------      ------     ------       ------   ------      ------
       Net increase (decrease)
        in accumulation units
        resulting from contract
        transactions...........      724      848    (2,674)       (80)      2,740     (5,265)      (4,748)   5,011        (581)
                                   -----    -----    ------     ------      ------     ------       ------   ------      ------
Accumulation units outstanding
 at December 31, 1995..........    3,504    3,437    14,181      9,692      59,309     14,600       22,483   33,789      59,883
                                   =====    =====    ======     ======      ======     ======       ======   ======      ======
Contract transactions:
 Purchase payments.............      513      618       740        719       7,457      2,202        2,196    3,849       7,288
 Transfers between funds.......     (139)    (403)   (1,254)    (9,490)     (1,819)   (15,066)         (62)   1,653       3,483
 Surrenders and terminations...     (290)    (342)   (1,802)      (905)     (7,308)    (1,693)      (2,537)  (3,644)     (6,198)
 Rescissions...................       (8)     (12)      (11)       (18)       (159)       (46)         (26)     (87)       (110)
 Other transactions............       (1)      (1)        3          2          24          3            7        9          29
                                   -----    -----    ------     ------      ------     ------       ------   ------      ------
       Net increase (decrease)
        in accumulation units
        resulting from contract
        transactions...........       75     (140)   (2,324)    (9,692)     (1,805)   (14,600)        (422)   1,780       4,492
                                   -----    -----    ------     ------      ------     ------       ------   ------      ------
Accumulation units outstanding
 at December 31, 1996..........    3,579    3,297    11,857          -      57,504          -       22,061   35,569      64,375
                                   =====    =====    ======     ======      ======     ======       ======   ======      ======

</TABLE>
<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

6. Contract Transactions - Accumulation Unit Activity (In thousands) (cont.)
<TABLE>
<CAPTION>

                                     Templeton             Templeton                    Templeton
                                    Developing  Templeton   Global                    International  Mutual     Mutual
                                      Markets    Global      Asset     Small   Capital   Smaller    Discovery   Shares     Total
                                      Equity     Growth   Allocation    Cap    Growth   Companies  Securities Securities    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..............     9,774     14,637          -        -       -          -           -         -     474,775
Contract transactions:
 Purchase payments.................     4,364     10,991        538      212       -          -           -         -      79,613
 Transfers between funds...........     2,372      4,306        916    1,096       -          -           -         -      (2,705)
 Surrenders and terminations.......      (773)    (1,448)      (114)      (4)      -          -           -         -     (60,840)
 Rescissions.......................      (112)      (183)        (3)      (2)      -          -           -         -      (1,916)
 Other transactions................        (7)         6          1        -       -          -           -         -         172
                                        -----     ------      -----    -----    ----       ----        ----      ----     -------
       Net increase (decrease)
        in accumulation units
        resulting from contract
        transactions...............     5,844     13,672      1,338    1,302       -          -           -         -      14,324
                                        -----     ------      -----    -----    ----       ----        ----      ----     -------
Accumulation units outstanding
 at December 31, 1995..............    15,618     28,309      1,338    1,302       -          -           -         -     489,099
                                       ======     ======      =====    =====    ====       ====        ====      ====     =======
Contract transactions:
 Purchase payments.................     5,057     11,183      1,657    4,358   1,261        568         327       797      83,355
 Transfers between funds...........     3,367      3,694      1,303    7,933   2,597        897       1,194     1,869       2,211
 Surrenders and terminations.......    (1,569)    (2,720)      (184)    (786)   (121)       (72)        (50)      (53)    (64,580)
 Rescissions.......................       (53)      (141)       (12)     (38)    (17)        (4)          -         -      (1,293)
 Other transactions................         3          2          2       15       2         (1)          -         -         180
                                       ------     ------      -----    -----   -----       ----       -----     -----     -------
      Net increase (decrease)
       in accumulation units
       resulting from contract
       transactions................     6,805     12,018      2,766   11,482   3,722      1,388       1,471     2,613      19,873
                                       ------     ------      -----   ------   -----      -----       -----     -----     -------
Accumulation units outstanding
 at December 31, 1996..............    22,423     40,327      4,104   12,784   3,722      1,388       1,471     2,613     508,972
                                       ======     ======      =====   ======   =====      =====       =====     =====     =======
</TABLE>
<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

7. Unit Values

A summary of accumulation  unit values and  accumulation  units  outstanding for
variable  annuity  contracts and the expense ratios,  including  expenses of the
underlying  funds, for each of the five years in the period ended December 31,
1996 follows.
<TABLE>
<CAPTION>


                                                                     Accumulation                                Ratio of Expenses
                                                                  Units Outstanding  Accumulation   Net Assets      to Average
                                                                    (in thousands)    Unit Value  (in thousands)   Net Assets*
                                                                  -----------------  ------------ --------------   -----------
<S>                                                               <C>                <C>          <C>            <C>     
Money Market Fund
December 31,
 1996...........................................................           28,060       $13.359      $ 375,629           1.83%
 1995...........................................................           31,040        12.883        399,935           1.80
 1994...........................................................           39,437        12.354        487,239           1.86
 1993...........................................................           10,247        12.066        123,639           2.06
 1992...........................................................            6,951        11.932         82,944           2.09

Growth and Income Fund
December 31,
 1996...........................................................           50,027        19.490        977,110           1.90
 1995...........................................................           46,893        17.310        812,732           1.92
 1994...........................................................           35,695        13.215        471,773           1.94
 1993...........................................................           24,719        13.677        338,082           1.98
 1992...........................................................           17,144        12.574        215,559           2.02

Precious Metals Fund
December 31,
 1996...........................................................            6,998        14.467        101,248           2.05
 1995...........................................................            6,919        14.109         97,630           2.06
 1994...........................................................            8,285        13.979        115,828           2.08
 1993...........................................................            4,685        14.464         67,770           2.08
 1992...........................................................            1,419         9.424         13,374           2.09

High Income Fund
December 31,
 1996...........................................................           20,736        19.375        402,379           1.94
 1995...........................................................           18,756        17.252        323,580           1.96
 1994...........................................................           15,679        14.608        229,026           2.00
 1993...........................................................           11,787        15.155        178,627           2.04
 1992...........................................................            4,780        13.278         63,462           2.08

Real Estate Securities Fund
December 31,
 1996...........................................................           12,757        23.668        301,974           1.97
 1995...........................................................           10,998        18.073        198,773           1.99
 1994...........................................................           11,645        15.594        181,599           2.02
 1993...........................................................            5,589        15.369         85,896           2.07
 1992...........................................................            1,052        13.095         13,782           2.09

U.S. Government Securities Fund
December 31,
 1996...........................................................           44,598        16.650        742,973           1.91
 1995...........................................................           34,313        16.298        559,234           1.92
 1994...........................................................           36,490        13.835        504,837           1.93
 1993...........................................................           40,402        14.698        593,842           1.94
 1992...........................................................           25,054        13.586        340,391           1.99
</TABLE>
<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

7. Unit Values (cont.)
<TABLE>
<CAPTION>

                                                                     Accumulation                               Ratio of Expenses
                                                                  Units Outstanding Accumulation   Net Assets      to Average
                                                                    (in thousands)   Unit Value  (in thousands)    Net Assets*
                                                                  ----------------- ------------ --------------   ------------
<S>                                                            <C>                  <C>          <C>            <C>  
Utility Equity Fund
December 31,
 1996...........................................................           53,086       $20.654     $1,097,873           1.90%
 1995...........................................................           66,669        19.565      1,305,495           1.90
 1994...........................................................           70,082        15.104      1,058,531           1.92
 1993...........................................................           84,217        17.319      1,458,533           1.91
 1992...........................................................           39,387        15.889        625,803           1.95

Zero Coupon Fund - 1995
December 31,
 1995 1.........................................................            1,670        15.200         25,382           1.80+
 1994...........................................................            3,195        14.380         45,941           1.80
 1993...........................................................            3,092        14.480         44,771           1.76
 1992...........................................................            2,871        13.665         39,236           1.65

Zero Coupon Fund - 2000
December 31,
 1996...........................................................            5,636        18.475        104,125           1.80
 1995...........................................................            6,066        18.294        110,965           1.80
 1994...........................................................            4,953        15.373         76,140           1.80
 1993...........................................................            3,787        16.717         63,301           1.77
 1992...........................................................            2,886        14.595         42,124           1.65

Zero Coupon Fund - 2005
December 31,
 1996...........................................................            3,579        20.517         73,434           1.80
 1995...........................................................            3,504        20.914         73,292           1.80
 1994...........................................................            2,780        16.096         44,756           1.80
 1993...........................................................            2,020        18.050         36,469           1.77
 1992...........................................................            1,090        14.975         16,321           1.65

Zero Coupon Fund - 2010
December 31,
 1996...........................................................            3,297        21.522         70,969           1.80
 1995...........................................................            3,437        22.431         77,136           1.80
 1994...........................................................            2,589        15.930         41,255           1.80
 1993...........................................................            1,405        18.144         25,489           1.65
 1992...........................................................              849        14.670         12,456           1.65

Templeton Global Income Securities Fund
December 31,
 1996...........................................................           11,857        16.781        198,968           2.01
 1995...........................................................           14,181        15.522        220,143           2.04
 1994...........................................................           16,855        13.726        231,368           2.11
 1993...........................................................           13,054        14.650        191,246           2.13
 1992...........................................................            5,487        12.733         69,860           2.07

Investment Grade Intermediate Bond Fund
December 31,
 1996 2.........................................................            8,323        15.740        131,012           2.00+
 1995...........................................................            9,692        15.463        149,882           2.01
 1994...........................................................            9,772        14.257        139,325           2.03
 1993...........................................................            7,677        14.389        110,466           2.06
 1992...........................................................            3,333        13.442         44,807           2.08
</TABLE>
<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

7. Unit Values (cont.)
<TABLE>
<CAPTION>

                                                                     Accumulation                               Ratio of Expenses
                                                                  Units Outstanding Accumulation   Net Assets      to Average
                                                                    (in thousands)   Unit Value  (in thousands)    Net Assets*
                                                                  ----------------- ------------ --------------   ------------
<S>                                                               <C>               <C>          <C>            <C>
Income Securities Fund
December 31,
 1996...........................................................           57,504       $21.708     $1,251,844           1.90%
 1995...........................................................           59,309        19.785      1,175,143           1.91
 1994...........................................................           56,569        16.392        927,343           1.94
 1993...........................................................           38,967        17.734        691,056           1.96
 1992...........................................................           11,397        15.163        172,807           2.07

Adjustable U.S. Government Fund
December 31,
 1996 2.........................................................           10,926        12.389        135,355           1.99+
 1995...........................................................           14,600        11.951        174,507           1.99
 1994...........................................................           19,865        11.077        220,042           1.97
 1993...........................................................           24,975        11.254        281,061           1.98
 1992...........................................................           21,858        11.020        240,875           2.00

Templeton Pacific Growth Fund
December 31,
 1996...........................................................           22,061        14.932        330,159           2.39
 1995...........................................................           22,483        13.630        306,843           2.41
 1994...........................................................           27,231        12.802        348,655           2.47
 1993...........................................................           14,240        14.233        202,676           2.54
 1992 3.........................................................              534         9.761          5,209           2.71+

Rising Dividends Fund
December 31,
 1996...........................................................           35,569        15.303        545,127           2.16
 1995...........................................................           33,789        12.498        422,992           2.18
 1994...........................................................           28,778         9.769        281,145           2.20
 1993...........................................................           26,256        10.327        271,147           2.19
 1992 3.........................................................            8,388        10.848         90,995           2.07+

Templeton International Equity Fund
December 31,
 1996...........................................................           64,375        16.081      1,036,583           2.29
 1995...........................................................           59,883        13.263        794,670           2.32
 1994...........................................................           60,464        12.161        735,339           2.39
 1993...........................................................           24,026        12.226        293,740           2.52
 1992 3.........................................................            1,329         9.642         12,812           3.17+

Templeton Developing Markets Equity Fund
December 31,
 1996...........................................................           22,423        11.487        259,346           2.89
 1995...........................................................           15,618         9.582        150,481           2.81
 1994 4.........................................................            9,774         9.454         92,469           2.93+

Templeton Global Growth Fund
December 31,
 1996...........................................................           40,327        13.560        550,066           2.33
 1995...........................................................           28,309        11.339        322,284           2.37
 1994 4.........................................................           14,637        10.201        149,393           2.54+

Templeton Global Asset Allocation Fund
December 31,
 1996...........................................................            4,104        12.514         52,117           2.26
 1995 5.........................................................            1,338        10.591         14,234           2.30+
</TABLE>
<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

7. Unit Values (cont.)
<TABLE>
<CAPTION>

                                                                     Accumulation                               Ratio of Expenses
                                                                  Units Outstanding Accumulation   Net Assets      to Average
                                                                    (in thousands)   Unit Value  (in thousands)    Net Assets*
                                                                  ----------------- ------------ --------------   ------------
<S>                                                               <C>               <C>          <C>            <C> 
Small Cap Fund
December 31,
 1996...........................................................           12,784       $12.913      $ 165,578           2.17%
 1995 6.........................................................            1,302        10.146         13,260           2.30+

Capital Growth Fund
December 31,
 1996 7.........................................................            3,722        11.254         42,110           2.17+

Templeton International Smaller Companies Fund
December 31,
 1996 7.........................................................            1,388        11.145         15,527           2.18+

Mutual Discovery Securities Fund
December 31,
 1996 8.........................................................            1,471        10.180         15,074           2.77+

Mutual Shares Securities Fund
December 31,
 1996 8.........................................................            2,613        10.330         27,141           2.40+

<FN>
*For the year ended December 31, including the effect of the expenses of the
 underlying funds.
+Annualized.
1Period from January 1, 1995 to December 15, 1995 (fund closure).
2Period from January 1, 1996 to October 25, 1996 (fund closure).
3Period from January 27, 1992 (fund commencement) to December 31, 1992.
4Period from March 15, 1994 (fund commencement) to December 31, 1994.
5Period from May 1, 1995 (fund commencement) to December 31, 1995.
6Period from November 1, 1995 (fund commencement) to December 31, 1995.
7Period from May 1, 1996 (fund commencement) to December 31, 1996.
8Period from November 8, 1996 (fund commencement) to December 31, 1996.
</FN>
</TABLE>





                             ALLIANZ LIFE INSURANCE
                            COMPANY OF NORTH AMERICA
                                AND SUBSIDIARIES

                        Consolidated Financial Statements


                           December 31, 1996 and 1995



<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,  1996 and 1995,  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, 1996.  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, 1996
and 1995, and the results of their operations,  changes in stockholder's  equity
and cash flows for each of the years in the three-year period ended December 31,
1996, 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.

                                           KPMG Peat Marwick LLP


February 4, 1997

<PAGE>

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

                           Consolidated Balance Sheets

                           December 31, 1996 and 1995
                                 (in thousands)

               Assets                                                         1996                    1995
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                     <C>   
Investments:
  Fixed maturities, at market                                         $   2,768,306               2,549,598
  Equity securities, at market                                              327,834                 254,458
  Mortgage loans on real estate                                             245,559                 203,128
  Real estate, at cost                                                       34,129                   8,806
  Investment in real estate partnerships, at equity                          10,695                  11,975
  Certificates of deposit and short-term securities                         204,972                  31,501
  Policy loans                                                              103,708                 104,184
  Other long-term investments                                                   124                     650
- ---------------------------------------------------------------------------------------------------------------------
                     Total investments                                    3,695,327               3,164,300


Cash                                                                         37,992                  36,449
Accrued investment income                                                    36,130                  36,858
Receivables (net of allowance for uncollectible
  accounts of $4,630 in 1996 and $7,697 in 1995)                            155,278                 124,700
Reinsurance receivable:
  Funds held on deposit                                                   1,101,716               1,060,566
  Recoverable on future policy benefit reserves                              48,909                  43,248
  Recoverable on unpaid claims                                              142,199                 109,075
  Receivable on paid claims                                                  18,240                  22,172
Prepaid insurance premiums                                                    4,840                   4,078
Home office property and equipment (net of accumulated
  depreciation of $20,090 in 1996 and $21,256 in 1995)                        9,590                   8,790
Deferred acquisition costs                                                  863,338                 826,994
Federal income tax recoverable                                               12,455                   3,947
Other assets                                                                 11,622                  11,048
- ---------------------------------------------------------------------------------------------------------------------
                     Assets, exclusive of separate account assets         6,137,636               5,452,225


Separate account assets                                                   9,520,561               8,402,003

- ---------------------------------------------------------------------------------------------------------------------
                     Total assets                                     $  15,658,197              13,854,228
=====================================================================================================================
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

<PAGE>

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

                     Consolidated Balance Sheets, continued

                           December 31, 1996 and 1995
                                 (in thousands)

                                                                              1996                    1995
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                     <C> 
Liabilities:
  Future policy benefit reserves:
    Life                                                             $    1,204,633               1,088,964
    Annuity                                                               2,879,221               2,601,943
  Policy and contract claims                                                438,824                 371,898
  Unearned premiums                                                          32,176                  34,181
  Reinsurance payable                                                        96,857                  72,838
  Deferred income taxes                                                     150,760                 140,174
  Accrued expenses                                                           84,254                  66,779
  Commissions due and accrued                                                37,103                  22,979
  Other policyholder funds                                                   52,267                  82,138
  Other liabilities                                                         147,364                  19,137
- ---------------------------------------------------------------------------------------------------------------------
            Liabilities, exclusive of separate account liabilities        5,123,459               4,501,031

  Separate account liabilities                                            9,520,561               8,402,003

- ---------------------------------------------------------------------------------------------------------------------
                     Total liabilities                                   14,644,020              12,903,034
- ---------------------------------------------------------------------------------------------------------------------


Stockholder's equity:
  Common stock, $1 par value, 20 million 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                                                  25,000                  25,000
  Additional paid-in capital                                                407,088                 407,088
  Net unrealized gain on investments
     net of deferred federal income taxes                                   102,637                 139,204
  Net unrealized Canadian currency loss                                      (3,473)                 (3,455)
  Retained earnings                                                         462,925                 363,357
- ---------------------------------------------------------------------------------------------------------------------
                     Total stockholder's equity                           1,014,177                 951,194

Commitments and contingencies (notes 6 and 11)
- ---------------------------------------------------------------------------------------------------------------------

            Total liabilities and stockholder's equity               $   15,658,197              13,854,228
=====================================================================================================================
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

<PAGE>

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

                        Consolidated Statements of Income

                  Years ended December 31, 1996, 1995 and 1994
                                 (in thousands)

                                                                    1996                        1995                      1994
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                         <C>                        <C> 
Revenue:
  Life insurance premiums                                 $       284,084                     257,647                   234,295
  Other life policy considerations                                 85,747                      93,158                    92,254
  Annuity considerations                                          170,656                     147,112                   120,240
  Accident and health premiums                                    603,230                     527,059                   547,508
- ----------------------------------------------------------------------------------------------------------------------------------
                     Total premiums and considerations          1,143,717                   1,024,976                   994,297

  Premiums ceded                                                  277,163                     223,226                   244,208
- ----------------------------------------------------------------------------------------------------------------------------------
                     Net premiums and considerations              866,554                     801,750                   750,089

  Investment income, net                                          222,622                     201,158                   181,291
  Realized investment gains, net                                   28,561                      29,202                       829
  Other                                                             6,193                      10,140                    12,703
- ----------------------------------------------------------------------------------------------------------------------------------
                     Total revenue                              1,123,930                   1,042,250                   944,912
- ----------------------------------------------------------------------------------------------------------------------------------

Benefits and expenses:
  Life insurance benefits                                         281,441                     268,163                   254,326
  Annuity benefits                                                153,238                     145,636                   131,793
  Accident and health insurance benefits                          434,793                     374,743                   379,122
- ----------------------------------------------------------------------------------------------------------------------------------
                     Total benefits                               869,472                     788,542                   765,241

  Benefit recoveries                                              249,552                     210,702                   212,144
- ----------------------------------------------------------------------------------------------------------------------------------
                     Net benefits                                 619,920                     577,840                   553,097

  Commissions and other agent compensation                        267,714                     233,939                   313,715
  General and administrative expenses                              99,018                     115,419                   111,116
  Taxes, licenses and fees                                         19,959                      17,672                    22,514
  Increase in deferred acquisition costs, net                     (36,344)                    (28,552)                 (132,090)
  Minority interest in income of consolidated
    subsidiary                                                          0                         (30)                      (66)
- ----------------------------------------------------------------------------------------------------------------------------------
                     Total benefits and expenses                  970,267                     916,288                   868,286
- ----------------------------------------------------------------------------------------------------------------------------------

            Income from operations before income taxes            153,663                     125,962                    76,626
- ----------------------------------------------------------------------------------------------------------------------------------

Income tax expense:
  Current                                                          21,936                      12,993                     5,098
  Deferred                                                         30,559                      25,772                    16,053
- ----------------------------------------------------------------------------------------------------------------------------------
                     Total income tax expense                      52,495                      38,765                    21,151
- ----------------------------------------------------------------------------------------------------------------------------------


                     Net income                           $       101,168                      87,197                    55,475
==================================================================================================================================
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>


<PAGE>

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

                 Consolidated Statements of Stockholder's Equity

                  Years ended December 31, 1996, 1995 and 1994
                                 (in thousands)

                                                                    1996                        1995                      1994
- ----------------------------------------------------------------------------------------------------------------------------------
<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                                     25,000                      40,000                         0
  Issuance of stock during the year                                     0                           0                    40,000
  Redemption of stock during the year                                   0                     (15,000)                        0
- ----------------------------------------------------------------------------------------------------------------------------------
  Balance at end of year                                           25,000                      25,000                    40,000
- ----------------------------------------------------------------------------------------------------------------------------------

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

Net unrealized gain (loss) on investments:
  Balance at beginning of year                                    139,204                     (62,073)                    9,071
  Cumulative effect of implementation of Statement
     No. 115, net of deferred federal income taxes                      0                           0                    74,866
  Net unrealized gain on securities transferred
     from held-to-maturity to available-for-sale
     classification, net of deferred federal income taxes               0                       1,789                         0
  Net unrealized gain (loss) during the year,
     net of deferred federal income taxes                         (36,567)                    199,488                  (146,010)
- ----------------------------------------------------------------------------------------------------------------------------------
  Balance at end of year                                          102,637                     139,204                   (62,073)
- ----------------------------------------------------------------------------------------------------------------------------------
Net unrealized Canadian currency loss:
  Balance at beginning of year                                     (3,455)                     (3,787)                   (2,708)
  Net unrealized gain (loss) during the year,
     net of deferred federal income taxes                             (18)                        332                    (1,079)
- ----------------------------------------------------------------------------------------------------------------------------------
  Balance at end of year                                           (3,473)                     (3,455)                   (3,787)
- ----------------------------------------------------------------------------------------------------------------------------------

Retained earnings:
  Balance at beginning of year                                    363,357                     278,811                   223,749
  Net income                                                      101,168                      87,197                    55,475
  Cash dividend to stockholder                                     (1,600)                     (2,651)                     (413)
- ----------------------------------------------------------------------------------------------------------------------------------
  Balance at end of year                                          462,925                     363,357                   278,811
- ----------------------------------------------------------------------------------------------------------------------------------

       Total stockholder's equity                         $     1,014,177                     951,194                   679,445
==================================================================================================================================
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

<PAGE>

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

                      Consolidated Statements of Cash Flows

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

                                                               1996           1995          1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>           <C>   
Cash flows used in operating activities:
  Net income                                              $  101,168         87,197        55,475
- -----------------------------------------------------------------------------------------------------------

    Adjustments to reconcile net income to net
      cash used in operating activities:
        Realized gains on investments                        (28,561)       (29,202)         (829)
        Deferred federal income tax expense                   30,559         25,772        16,053
        Charges to policy account balances                   (84,069)      (120,254)     (125,488)
        Interest credited to policy account balances         166,766        169,151       150,490
        Change in:
          Accrued investment income                              728         (2,072)         (764)
          Receivables                                        (30,578)       (13,300)       12,040
          Reinsurance receivables                           (119,384)      (190,953)      (93,453)
          Deferred acquisition costs                         (36,344)       (28,552)     (132,090)
          Future policy benefit reserves                      76,478         66,932        20,791
          Policy and contract claims
            and other policyholder funds                      37,055         25,116        25,072
          Unearned premiums                                   (2,005)        (6,195)       (1,194)
          Reinsurance payable                                 24,019         (8,669)       19,779
          Current tax recoverable                             (8,508)          (153)       (6,255)
          Accrued expenses and other liabilities              15,506         17,365         7,556
          Commissions due and accrued                         14,124         (1,211)        3,316
        Depreciation and amortization                        (25,874)       (23,391)      (11,498)
        Other, net                                            (1,568)           916           (86)
- -----------------------------------------------------------------------------------------------------------
               Total adjustments                              28,344       (118,700)     (116,560)
- -----------------------------------------------------------------------------------------------------------

               Net cash used in operating activities         129,512        (31,503)      (61,085)
- -----------------------------------------------------------------------------------------------------------
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

<PAGE>

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

                Consolidated Statements of Cash Flows, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)
                                                                    1996                1995               1994
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                 <C>                <C>     
Cash flows used in operating activities                           129,512             (31,503)           (61,085)

Cash flows used in investing activities:
  Purchase of fixed maturities, at market                   $  (1,324,676)         (1,533,290)          (928,532)
  Purchase of equity securities                                  (137,304)           (166,701)          (145,267)
  Purchase of real estate                                         (26,980)                  0                  0
  Funding of mortgage loans                                       (70,265)            (66,301)           (64,808)
  Sale of fixed maturities, at market                           1,043,748           1,242,988            791,659
  Matured or redeemed fixed maturities, at amortized cost               0               7,022              4,342
  Matured fixed maturities, at market                               2,711              38,991             32,508
  Sale of equity securities                                       122,788              97,619            150,347
  Sale of real estate                                               4,324                   0                  0
  Repayment of mortgage loans                                      23,317              25,563             28,206
  Purchase of minority interest's shares in subsidiary                  0              (7,903)                 0
  Net change in certificates of deposit and
    short-term securities                                        (173,471)            123,806            (96,344)
  Change in liability related to
    reverse repurchase transactions                               130,196             (58,150)            58,150
  Other                                                             2,090              (2,851)            (6,699)
- ------------------------------------------------------------------------------------------------------------------------

           Net cash used in investing activities                 (403,522)           (299,207)          (176,438)
- ------------------------------------------------------------------------------------------------------------------------


Cash flows used in financing activities:
  Policyholders' deposits to account balances               $     592,670             553,699            526,918
  Policyholders' withdrawals from account balances               (368,490)           (291,102)          (235,309)
  Change in assets held under reinsurance agreements               52,973              36,354            (59,349)
  Net change in mortgage notes payable                                  0              (1,049)               (39)
  Additional paid-in capital from parent                                0                 594              5,190
  Preferred stock transactions                                          0             (15,000)            40,000
  Cash dividends paid                                              (1,600)             (2,651)              (413)
- ------------------------------------------------------------------------------------------------------------------------

           Net cash used in financing activities                  275,553             280,845            276,998
- ------------------------------------------------------------------------------------------------------------------------

           Net change in cash                                       1,543             (49,865)            39,475

Cash at beginning of year                                          36,449              86,314             46,839
- ------------------------------------------------------------------------------------------------------------------------

Cash at end of year                                         $      37,992              36,449             86,314
========================================================================================================================
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

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

                   Notes to Consolidated Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (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 1996 gross premium volume,  14%,
64% and 22% 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  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  subsidiary,  Preferred  Life
Insurance Company of New York and other less significant  subsidiaries have been
consolidated.  All significant  intercompany balances and transactions have been
eliminated in consolidation.

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>
        ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

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 ACQUISTION 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 1996,
1995 and 1994 were $137,618, $117,782 and $108,676, 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, 1996 and 1995.

POLICY AND CONTRACT CLAIMS

Policy and contract claims  represent an estimate of claims and claim adjustment
expenses  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>
        ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)
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.  At January 1, 1994, 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 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, 1996 and 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, 1996 and 1995,  investments with a carrying value of $102,361
and  $37,879,  respectively,   were  held  on  deposit  with  various  insurance
departments and in other trusts as required by statutory regulations.

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

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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

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 account assets were determined using the market value of
the  investments  held in  segregated  fund  accounts.  Fair  values of separate
account  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

In 1996,  the Company  adopted 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.  No  adjustments  were made to the  consolidated
financial statements upon adoption of this pronouncement.

ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED

In June 1996,  the FASB  issued  SFAS No.  125,  Accounting  for  Transfers  and
Servicing of Financial Assets and Extinguishments of Liabilities, which provides
accounting  and  reporting  standards  for  transfers and servicing of financial
assets and  extinguishments  of  liabilities.  In December 1996, the FASB issued
SFAS No.  127,  Deferral of the  Effective  Date of Certain  Provisions  of FASB
Statement No. 125, which defers the effective date of certain paragraphs of SFAS
No.  125 that are  applicable  to the  Company.  The  Statements  which  address
transfers and servicing of financial assets and  extinguishments  of liabilities
occurring  after December 31, 1996, is to be applied  prospectively.  Earlier or
retroactive  application  is not  permitted.  As a result of SFAS No.  127,  the
Company  will  adopt  SFAS  No.  125 at  January  1,  1998.  Adoption  of  these
pronouncements is not expected to have a significant  impact on the consolidated
financial statements.

RECLASSIFICATIONS

Certain  1995   balances  have  been   reclassified   to  conform  to  the  1996
presentation.


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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


(2)  INVESTMENTS

<TABLE>
<CAPTION>

     Investments at December 31, 1996 consist of:

                                                                                              Amount
                                          Amortized                  Estimated               shown on
                                            cost                        fair                  balance
                                           or cost                     value                   sheet
- --------------------------------------------------------------------------------------------------------
<S>                                       <C>                       <C>                     <C> 
Fixed maturities:
  U.S. Government                      $    620,236                    645,264                645,264
  States and political subdivisions             419                        424                    424
  Foreign government                        304,589                    309,394                309,394
  Public utilities                            6,466                      7,041                  7,041
  Corporate securities                    1,025,189                  1,040,322              1,040,322
  Mortgage backed securities                669,181                    687,054                687,054
  Collateralized mortgage obligations        78,331                     78,807                 78,807
- --------------------------------------------------------------------------------------------------------

     Total fixed maturities            $  2,704,411                  2,768,306              2,768,306
- --------------------------------------------------------------------------------------------------------

Equity securities:
  Common stocks:
     Public utilities                         4,941                      5,087                  5,087
     Banks, trusts and insurance              
       companies                              8,132                     10,528                 10,528
     Industrial and miscellaneous           211,520                    301,691                301,691
  Nonredeemable preferred stocks              9,496                     10,528                 10,528
- --------------------------------------------------------------------------------------------------------

     Total equity securities           $    234,089                    327,834                327,834
- --------------------------------------------------------------------------------------------------------

Other investments:
  Mortgage loans on real estate             245,559                  XXXXXXXXX                245,559
  Real estate:
    Investment properties                    34,129                  XXXXXXXXX                 34,129
    Partnerships                             10,695                  XXXXXXXXX                 10,695
  Certificates of deposit and               
    short term securities                   204,972                  XXXXXXXXX                204,972  
  Policy loans                              103,708                  XXXXXXXXX                103,708
  Other long term investments                   124                  XXXXXXXXX                    124
- --------------------------------------------------------------------------------------------------------

     Total other investments           $    599,187                  XXXXXXXXX                599,187
- --------------------------------------------------------------------------------------------------------

     Total investments                 $  3,537,687                  XXXXXXXXX              3,695,327
========================================================================================================
</TABLE>

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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

<TABLE>
<CAPTION>
At December 31, 1996 and 1995, the amortized cost, gross unrealized gains, gross
unrealized losses and estimated fair values of available-for-sale securities are
as follows:

                                         Amortized       Gross         Gross       Estimated
                                           cost        unrealized    unrealized      fair
                                          or cost         gains        losses        value
- ---------------------------------------------------------------------------------------------------

<S>                                      <C>              <C>          <C>         <C> 
1996:
  U.S. Government                          620,236        25,954         926        645,264
  States and political subdivisions            419             5           0            424
  Foreign government                       304,589         6,090       1,285        309,394
  Public utilities                           6,466           575           0          7,041
  Corporate securities                   1,025,189        24,137       9,004      1,040,322
  Mortgage backed securities               669,181        18,444         571        687,054
  Collateralized mortgage obligations       78,331           995         519         78,807
- ---------------------------------------------------------------------------------------------------
     Total fixed maturities              2,704,411        76,200      12,305      2,768,306
  Equity securities                        234,089        98,711       4,966        327,834
- ---------------------------------------------------------------------------------------------------

     Total                            $  2,938,500       174,911      17,271      3,096,140
===================================================================================================     

1995:
  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
===================================================================================================
</TABLE>

The changes in unrealized gains (losses) on fixed maturities  available-for-sale
securities  were  $(97,973),  $261,471 and $(214,245) in each of the years ended
December  31,  1996,  1995,  1994  and  the  change  in  unrealized   losses  on
held-to-maturity securities was $(8,783) for the year ended December 31, 1994.

The changes in unrealized  gains (losses) in equity  investments,  which include
common stocks and  nonredeemable  preferred  stocks,  and other investments were
$40,895,  $48,186 and $(9,587) for the years ended  December 31, 1996,  1995 and
1994, respectively.



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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


<TABLE>
<CAPTION>
The amortized cost and estimated fair value of fixed  maturities at December 31,
1996, 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>  
  Due in one year or less                 $     4,523           4,689
  Due after one year through five years       337,770         347,854
  Due after five years through ten years    1,261,874       1,287,172
  Due after ten years                         352,732         362,730
  Mortgage backed securities                  747,512         765,861
- --------------------------------------------------------------------------------

  Totals                                  $ 2,704,411       2,768,306
================================================================================
</TABLE>

Gross gains of $43,696, $41,962 and $26,848 and gross losses of $16,834, $14,607
and $26,805 were  realized on sales of  available-for-sale  securities  in 1996,
1995 and 1994, respectively; related taxes were $9,402, $9,574 and $715 in 1996,
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.

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

                                        1996         1995         1994
- --------------------------------------------------------------------------------
<S>                                   <C>           <C>          <C>    
Fixed maturities, at market         $   8,897       21,877       (2,712)
Equity securities                      17,964        5,478        2,745
Mortgage loans                         (1,129)        (687)      (1,667)
Real estate                             3,104        2,530        2,067
Other                                    (275)           4          396
- --------------------------------------------------------------------------------
    Net gains before taxes             28,561       29,202          829

Tax expense on net realized gains       9,996       10,218          352
- --------------------------------------------------------------------------------

    Net gains after taxes           $  18,565       18,984          477
================================================================================
</TABLE>


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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


In 1995,  in  conjunction  with an  expanded  marketing  agreement,  the Company
provided an unrelated  insurance  company with $30,000 in exchange for a fifteen
year convertible  debenture paying 5% interest for the first five years with the
interest  rate  reset  annually  thereafter  at the  one-year  LIBOR plus 1%. If
converted,  the Company would obtain an approximate 10% equity  ownership in the
unrelated  company.  The Company has no intention of converting the debenture in
the near term.

During 1996 and 1995, 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, 1996,  mortgage  backed  securities  underlying the agreements were
carried at a market value of $124,281 and other  liabilities  included  $130,196
for funds received under these agreements. As of December 31, 1995 there were no
outstanding  amounts under the Company's  dollar roll program.  Average balances
outstanding  were $83,602 and $67,735 and weighted  average  interest rates were
7.5%  and  7.4%  during  1996  and  1995,  respectively.   The  maximum  balance
outstanding during 1996 was $130,196.

During 1996 and 1995, the Company  participated in a securities  lending program
administered  by AZOA's  investment  division.  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, 1996 and 1995.

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.  There were no impaired loans held by the Company as of December 31,
1996. Below is a summary of impaired mortgage loans as of December 31, 1995.

<TABLE>
<CAPTION>
                                Impaired                 Impaired            Total
                             mortgage loans           mortgage loans        impaired
                             with a related          without a related      mortgage
                                allowance                allowance           loans
- ----------------------------------------------------------------------------------------
<S>                              <C>                      <C>               <C>   
1995:
Balance                      $    9,210                    8,541             17,751
Related allowance                 3,580                                       3,580
- ----------------------------------------------------------------------------------------

Balance, net of allowance    $    5,630                    8,541             14,171
========================================================================================

Below is a summary of interest income on impaired mortgage loans.
                                                                          1996       1995
- -----------------------------------------------------------------------------------------------
Average principal balance of impaired mortgage loans                $    9,835      19,671
Total interest income on impaired mortgage loans                           557       1,100
Interest income on impaired mortgage loans recorded on a cash basis        557       1,100
- -----------------------------------------------------------------------------------------------
</TABLE>


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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


<TABLE>
<CAPTION>
The valuation  allowances at December 31, 1996, 1995 and 1994 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, 1996:
  Mortgage loans              $  10,487            0             0            3,208          7,279

- ----------------------------------------------------------------------------------------------------------

Total valuation allowance     $  10,487            0             0            3,208          7,279
==========================================================================================================

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

<TABLE>
<CAPTION>
Major  categories  of net  investment  income  for the  respective  years  ended
December 31 are:
                                               1996        1995       1994
- --------------------------------------------------------------------------------
<S>                                          <C>         <C>        <C> 
Interest:
  Fixed maturities, at amortized cost     $        0       6,284      6,966
  Fixed maturities, at market                178,664     158,421    141,611
  Mortgage loans                              19,267      16,125     13,706
  Policy loans                                 7,013       6,688      6,329
  Short-term investments                      10,688       7,182      3,012
Dividends:
  Preferred stock                                818         581        495
  Common stock                                 4,527       3,204      2,673
Rental income on real estate                   3,161       2,781      3,135
Interest on assets held by reinsurers          9,709      10,445     10,470
Other                                          2,183         833        577
- --------------------------------------------------------------------------------
  Total investment income                    236,030     212,544    188,974

Investment expenses                           13,408      11,386      7,683
- --------------------------------------------------------------------------------

  Net investment income                   $  222,622     201,158    181,291
================================================================================
</TABLE>

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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


(3)  SUMMARY TABLE OF FAIR VALUE DISCLOSURES

<TABLE>
<CAPTION>
                                                          1996                               1995
- --------------------------------------------------------------------------------------------------------------------
                                              Carrying          Fair               Carrying           Fair
                                               Amount           Value               Amount            Value
                                           --------------    -----------         -------------    ------------
<S>                                           <C>             <C>                 <C>               <C> 
Financial assets
- ----------------
  Fixed maturities, at market:
     U.S. Government                       $    645,264        645,264              867,793          867,793
     States and political subdivisions              424            424                  481              481
     Foreign governments                        309,394        309,394              265,797          265,797
     Public utilities                             7,041          7,041               36,728           36,728
     Corporate securities                     1,040,322      1,040,322              747,609          747,609
     Mortgage backed securities                 687,054        687,054              548,182          548,182
     Collateralized mortgage obligations         78,807         78,807               83,008           83,008
  Equity securities                             327,834        327,834              254,458          254,458
  Mortgage loans                                245,559        252,825              203,128          212,766
  Short term investments                        204,972        204,972               31,501           31,501
  Policy loans                                  103,708        103,708              104,184          104,184
  Other long term investments                       124            124                  650              650
  Receivables                                   155,278        155,278              124,700          124,700
  Separate accounts assets                    9,520,561      9,520,561            8,402,003        8,402,003

Financial liabilities
- ---------------------
  Investment contracts                        3,297,973      2,747,914            3,063,100        2,542,260
  Separate account liabilities                9,520,561      9,324,358            8,402,003        8,181,725
- --------------------------------------------------------------------------------------------------------------------

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


(4)  RECEIVABLES

<TABLE>
<CAPTION>
Receivables at December 31 consist of the following:

                                         1996               1995
- -------------------------------------------------------------------------
<S>                                  <C>                   <C>   
Premiums due                         $ 125,216             83,695
Agents balances                          5,523              7,236
Related party receivables                2,099                922
Reinsurance commission receivable        7,515             16,693
Scholarship enrollment fees              8,025              6,822
Due from administrators                  3,244              6,149
Other                                    3,656              3,183
- -------------------------------------------------------------------------

     Total receivables               $ 155,278            124,700
=========================================================================
</TABLE>


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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

(5)  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, 1996 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 $14,348,  $18,858 and $11,149 in
1996, 1995 and 1994, respectively, is summarized as follows:

                                                              1996            1995          1994
- --------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>           <C>  
Balance at January 1, net of reinsurance
  recoverables of $99,292, $96,090 and $86,551           $  191,804         185,028       170,123
Incurred related to:
  Current year                                              271,308         242,024       230,995
  Prior years                                               (11,642)         (9,163)       (7,290)
- --------------------------------------------------------------------------------------------------------
Total incurred                                              259,666         232,861       223,705
- --------------------------------------------------------------------------------------------------------
Paid related to:
  Current year                                              107,842         100,165        82,338
  Prior years                                               127,032         125,920       126,462
- --------------------------------------------------------------------------------------------------------
Total paid                                                  234,874         226,085       208,800
- --------------------------------------------------------------------------------------------------------
Balance at December 31, net of reinsurance
  recoverables of $114,230, $99,292 and $96,090          $  216,596         191,804       185,028
========================================================================================================
</TABLE>

Due to lower than  anticipated  losses related to prior years, the provision for
claims and claim adjustment expenses decreased.

(6)  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, 1996 are $53,036,  $799,499
and $248,389  recoverable from three insurers who, as of December 31, 1996, 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.

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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

<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, 1996:

Life insurance In force            $ 37,527,994      44,073,247       6,126,541     75,474,700     58.4%
- -----------------------------------------------------------------------------------------------------------------

Premiums:
  Life insurance                        235,837         133,994          37,986        331,845     40.4%
  Annuities                             169,503           1,153          12,769        157,887      0.7%
  Accident and health insurance         396,051         207,179         226,408        376,822     55.0%
- -----------------------------------------------------------------------------------------------------------------
     Total premiums                     801,391         342,326         277,163        866,554     39.5%
=================================================================================================================

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

Of the amounts  ceded to others,  the Company  ceded life  insurance  inforce of
$381,381,  $182,638 and $86,055 in 1996, 1995 and 1994,  respectively,  and life
insurance  premiums  earned  of  $1,293,  $641 and $203 in 1996,  1995 and 1994,
respectively, to its ultimate parent Allianz Aktiengesellshaft. The Company also
ceded  accident  and  health  premiums  earned to Allianz  Aktiengesellshaft  of
$1,922, $(7,520) and $12,256 in 1996, 1995 and 1994.

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 $1,279 and $930 as of December 31, 1996 and 1995, respectively.


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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


(7)  INCOME TAXES

INCOME TAX EXPENSE

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

                                                            1996           1995         1994
- ------------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>         <C>  
Income tax expense attributable to operations:

  Current tax expenses                                 $   21,936         12,993        5,098

  Deferred tax (benefit) expense                           30,559         25,772       16,053
- ------------------------------------------------------------------------------------------------------

Total income tax expense attributable to operations    $   52,495         38,765       21,151

Income tax effect on equity:

  Income tax allocated to stockholder's equity:
    Adoption of SFAS No. 115                                    0              0       40,312
    Attributable to unrealized gains and losses
      for the year                                        (19,967)       108,559      (79,201)
- ------------------------------------------------------------------------------------------------------

Total income tax effect on equity                      $   32,528        147,324      (17,738)
======================================================================================================
</TABLE>

COMPONENTS OF INCOME TAX EXPENSE    

<TABLE>
<CAPTION>
Income tax expense computed at the statutory rate of 35% in 1996, 1995 and 1994,
varies from tax expense  reported in the  Consolidated  Statements of Income for
the respective years ended December 31 as follows:

                                                             1996          1995        1994
- ---------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>         <C>   
Income tax expense computed at the statutory rate         $ 53,782        44,087      26,819
Dividends received deductions and tax-exempt interest         (650)       (5,430)     (3,967)
Foreign tax                                                 (2,723)         (464)        (79)
Interest on tax deficiency                                     261           408        (716)
Other                                                        1,824           164        (906)
- ---------------------------------------------------------------------------------------------------
  Income tax expense as reported                          $ 52,494        38,765      21,151
===================================================================================================
</TABLE>

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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


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:

                                               1996          1995
- ----------------------------------------------------------------------
<S>                                          <C>           <C>  
Deferred tax assets:
  Provision for post retirement benefits   $   2,024         1,936
  Allowance for uncollectible accounts         1,256         2,283
  Policy reserves                            158,131       175,963
- ----------------------------------------------------------------------

     Total deferred tax assets               161,411       180,182
- ----------------------------------------------------------------------

Deferred tax liabilities:
  Deferred acquisition costs                 240,906       234,393
  Net unrealized gain                         53,008        72,975
  Other                                       18,257        12,988
- ----------------------------------------------------------------------

     Total deferred tax liabilities          312,171       320,356
- ----------------------------------------------------------------------

Net deferred tax liability                 $ 150,760       140,174
======================================================================
</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, 1996 and 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  post-1990  separate return taxable
income or tax.  Income  taxes paid by the  Company  were  $30,946,  $14,865  and
$15,162 in 1996, 1995 and 1994, respectively.  At December 31, 1996 and 1995 the
Company had a tax recoverable from AZOA of $11,599 and $3,257,  respectively and
a recoverable from Revenue Canada Taxation of $856 and $690, respectively.

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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


(8)  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,  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.
Included in the mortgage loans are properties  originally foreclosed upon by the
Company of which the balances at December 31, 1995 was $1,650.

The  Company  reimbursed  AZOA  $86,  $738  and $817 in  1996,  1995  and  1994,
respectively,  for certain  administrative  services  performed.  The  Company's
liability to AZOA was $0 and $528 at December 31, 1996 and 1995, respectively.

AZOA's  investment  division  manages the Company's  investment  portfolio.  The
Company  paid  AZOA  $1,657,   $1,024  and  $1,285  in  1996,   1995  and  1994,
respectively,  for investment advisory fees. The Company's liability to AZOA was
$543 and $377 at December 31, 1996 and 1995, respectively.

The Company  shares a data center with  affiliated  insurance  companies.  Usage
charges paid to the data center by the Company were $3,275, $3,752 and $4,228 in
1996,  1995 and 1994,  respectively.  The  Company's  liability  for data center
charges was $58 and $337 at December 31, 1996 and 1995, respectively.

The Company  has 200 million  authorized  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 1994, the Company issued 25 millions  shares of Series A preferred stock with
a dividend  rate of 6.4% to AZOA for $25,000  and 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.

As of  December  31,  1996,  the Company  sold to AZOA,  without  recourse,  two
receivables due from third parties amounting to $6,600. The Company recognized a
loss of $416  resulting  from these sales.

In 1995 and 1994, AZOA contributed additional capital to the Company of $594 and
$5,190, respectively.


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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


(9)  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 $808,  $860 and $918 in 1996,  1995 and 1994,
respectively.

The Company  participates in the Allianz Asset Accumulation Plan (Allianz Plan),
a  defined   contribution  plan  sponsored  by  AZOA.  Under  the  Allianz  Plan
provisions,  the  Company  will  match from 50% to 100% of  eligible  employees'
contributions up to a maximum of 6% of a participant's  compensation.  The total
Company match for 1996, 1995 and 1994 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
$1,105, $1,188 and $1,266 in 1996, 1995 and 1994,  respectively,  toward planned
contributions.

In 1995, the Company  discontinued  support of its individual agency field force
and suspended contributions to the agents' asset accumulation plan as of January
1, 1996.  Prior to this event,  the  Company  matched  100% of eligible  agents'
contributions up to a maximum of 3% of a participant's compensation and accepted
participant's  pretax  or after  tax  contributions  up to 10% of  participant's
compensation.   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 $0, $118 and $386 in 1996, 1995 and 1994, respectively.

The Company provides certain postretirement benefits to employees who retired on
or before  December 31, 1988 or who were hired before  December 31, 1988 and who
have at least ten years of service  when they reach age 55. The  Company's  plan
obligation  at December  31, 1996 and 1995 was $5,783 and $5,532,  respectively,
and the liability is included in "Other liabilities" in the accompanying balance
sheet.


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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


(10) 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 or vary in determining statutory policyholders'
surplus  and net gain  from  operations.  These  items  include,  among  others,
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 equity                       Net income
                                               --------------------------     -------------------------------------
                                                 1996           1995             1996         1995        1994
- -------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>               <C>          <C>          <C>  
Statutory basis                            $   384,989        299,186           67,995       11,565       6,895
Adjustments:
  Change in reserve basis                     (199,566)      (211,678)          13,324      (43,642)   (109,473)
  Deferred acquisition costs                   863,338        826,994           36,344       28,552     132,090
  Net deferred taxes                          (150,760)      (140,174)         (30,559)     (25,772)    (16,053)
  Statutory asset valuation reserve            133,564        100,462                0            0           0
  Statutory interest maintenance reserve        26,342         25,061            1,183        8,756      (4,768)
  Modified coinsurance reinsurance            (113,743)      (119,178)           5,435      104,222      44,920
  Unrealized gains on investments               64,928        163,237                0            0           0
  Nonadmitted assets                             7,121          1,471                0            0           0
  Other                                         (2,036)         5,813            7,446        3,516       1,864
- -------------------------------------------------------------------------------------------------------------------

     As reported in the accompanying
       consolidated financial statements   $ 1,014,177        951,194          101,168       87,197      55,475
===================================================================================================================
</TABLE>

The  Company  is  required  to  meet  minimum   statutory  capital  and  surplus
requirements.  The  Company's  statutory  capital and surplus as of December 31,
1996 and 1995 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 1996 and 1995, respectively, the Company paid
to AZOA dividends,  on preferred stock only, in the amount of $1,600 and $2,651,
respectively.  Dividends of $61,439 could be paid in 1997 without prior approval
of the Commissioner of Commerce.


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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


REGULATORY RISK BASED CAPITAL

An insurance  enterprise's  state of domicile imposes minimum risk-based capital
requirements  that were  developed  by the  National  Association  of  Insurance
Commissioners  (NAIC).  The formulas for  determining  the amount of  risk-based
capital specify various weighting factors that are applied to financial balances
or various levels of activity based on the perceived degree of risk.  Regulatory
compliance is determined by a ratio of an enterprise's regulatory total adjusted
capital to its authorized  control level risk-based  capital,  as defined by the
NAIC.  Enterprises below specific  triggerpoints or ratios are classified within
certain levels,  each of which requires specified  corrective action. The levels
and ratios are as follows:

                                    Ratio of total adjusted capital to
                                    authorized control level risk-based
   Regulatory Event                 Capital (less than or equal to) 
  -------------------------        -------------------------------------
   Company action level                 2 (or 2.5 with negative trends)
   Regulatory action level                             1.5
   Authorized control level                             1
   Mandatory control level                             0.7



The Company met the minimum risk-based  capital  requirements as of December 31,
1996 and 1995.

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.

STATE EXAMINATION

Preferred  Life is currently  under  routine  examination  by the New York State
Department of Insurance.  No matters of significance or adjustments to Preferred
Life's  statutory  financial   statements  have  been  brought  to  management's
attention as a result of this examination.


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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


(11) 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
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.


(12) 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:

                                                               1996           1995         1994
- -------------------------------------------------------------------------------------------------------
<S>                                                         <C>              <C>          <C>    
Beginning amount of cumulative translation adjustments      $ (3,455)        (3,787)      (2,708)
- -------------------------------------------------------------------------------------------------------

Aggregate adjustment for the period resulting from
  translation adjustments                                        (28)           511       (1,659)
Amount of income tax benefit (expense)
  for period related to aggregate adjustment                      10           (179)         580
- -------------------------------------------------------------------------------------------------------
      Net aggregate translation included in equity               (18)           332       (1,079)
- -------------------------------------------------------------------------------------------------------

Ending amount of cumulative translation adjustments         $ (3,473)        (3,455)      (3,787)
=======================================================================================================

Canadian foreign exchange rate at end of year                 0.7297         0.7329       0.7129
</TABLE>


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

              Notes to Consolidated Financial Statements, continued

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


(13) SUPPLEMENTARY INSURANCE INFORMATION

<TABLE>
<CAPTION>
The following table summarizes certain financial information by line of business
for 1996, 1995 and 1994:

                                  As of December 31                                 For the year ended December 31
                     ------------------------------------------  -------------------------------------------------------------------
                                    Future                                             Benefits,    Net
                                    policy                Other    Premium              claims     change
                                    benefits,             policy   revenue              losses,     in
                         Deferred   losses,               claims   and other  Net        and       policy
                          policy    claims                 and     contract   invest-  settle-     acquisi-     Other    Premiums
                        acquistion  and loss   Unearned  benefits  consider-  ment      ment        tion      operating  written 
                          costs     expense    premiums  payable    ations    income   expenses    costs (a)   expenses    (b)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>         <C>        <C>       <C>       <C>        <C>      <C>        <C>         <C>        <C>
1996:
  Life                  $ 175,608   1,204,633     5,502    62,369   331,845    89,049  258,221      4,308      103,352
  Annuities               672,797   2,879,221         0     1,859   157,887   113,537  105,335    (43,283)     161,002
  Accident and health      14,933           0    26,674   374,596   376,822    20,036  256,364      2,631      122,337
- -----------------------------------------------------------------------------------------------------------------------------------

                        $ 863,338   4,083,854    32,176   438,824   866,554   222,622  619,920    (36,344)     386,691
===================================================================================================================================

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
===================================================================================================================================
<FN>
(a) See note 1 for total gross amortization.

(b) Premiums written are not applicable for life insurance companies.
</FN>
</TABLE>




                                    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, 1996 and 1995.
          3.  Consolidated Statements of Income for the years ended December
              31, 1996, 1995 and 1994.
          4.  Consolidated Statements of Stockholder's Equity for the years
              ended December 31, 1996, 1995 and 1994.
          5.  Consolidated Statements of Cash Flows for the years ended
              December 31, 1996, 1995 and 1994.
          6.  Notes to Consolidated Financial Statements - December 31, 1996,
              1995 and 1994.

          The following financial statements of the Variable Account are
          included in Part B hereof.

          1.  Independent Auditors' Report.
          2.  Statements of Assets and Liabilities as of December 31, 1996.
          3.  Statements of Operations for the year ended December 31, 1996.
          4.  Statements of Changes in Net Assets for the years ended
              December 31, 1996 and 1995.
          5.  Notes to Financial Statements - December 31, 1996.
    

      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. Not Applicable

*  Incorporated by reference to Registrant's Form N-4 electronically filed on
June  24,  1996.
** Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's
form N-4 electronically filed on December 13, 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 Company organizational chart is incorporated by reference to Pre-Effective
Amendment No. 1 (File No. 811-05618)

Item  27.        Number  of  Contract  Owners

As of February 14, 1997, there were 12 qualified Contract Owners and 37
non-qualified Contract Owners with Contracts in the separate account
    
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  certifies that it meets the  requirements  of
Securities Act Rule 485(b) for effectiveness of this Registration  Statement and
has caused this Registration Statement to be signed on its behalf in the City of
Minneapolis and State of Minnesota, on this 24th day of April, 1997.

                                         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                     4-24-97
Lowell C. Anderson       and Chief Executive Officer

Herbert F. Hansmeyer*    Director                      4-24-97
Herbert F. Hansmeyer

Michael P. Sullivan*     Director                      4-24-97
Michael P. Sullivan

Dr. Jerry E. Robertson*  Director                      4-24-97
Dr. Jerry E. Robertson

Dr. Gerhard Rupprecht*   Director                      4-24-97
Dr. Gerhard Rupprecht

Edward J. Bonach*        Chief Financial Officer       4-24-97
Edward J. Bonach

Rev. Dennis Dease*       Director                      4-24-97
Rev. Dennis Dease

James R. Campbell*       Director                      4-24-97
James R. Campbell
</TABLE>


                                         *By    Power  of  Attorney


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


                                   EXHIBITS

                                      TO

                        POST-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.B9        Opinion  and  Consent  of  Counsel

99.B10       Independent  Auditors'  Consent

99.B13       Calculation  of  Performance  Data


    

April 18, 1997

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 Variable  Account B is a unit investment trust as that term
is defined in Section  4(2) of the  Investment  Company Act of 1940 (the "Act"),
and is  currently  registered  with  the  Securities  and  Exchange  Commission,
pursuant to Section 8(a) of the Act.

     2. Upon the  acceptance  of  purchase  payments  made by a  Contract  Owner
pursuant to a Contract issued in accordance with the Prospectus contained in the
Registration  Statement and upon compliance with applicable law, such a Contract
Owner  will  have  a  legally-issued,   fully-paid,  non-assessable  contractual
interest under such Contract.

You  may  use  this  opinion  letter,  or  copy  hereof,  as an  exhibit  to the
Registration Statement.

We  consent to the  reference  to our Firm under the  caption  "Legal  Opinions"
contained in the Statement of Additional  Information  which forms a part of the
Registration Statement.

                              Sincerely,

                              BLAZZARD,  GRODD  &  HASENAUER,  P.C.


                              By: /s/ LYNN KORMAN STONE
                                  ------------------------
                                      Lynn  Korman  Stone

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



                        Independent Auditors' Consent


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

We consent to the use of our report,  dated  January 24, 1997,  on the financial
statements of Allianz Life Variable  Account B and our report dated  February 4,
1997, 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
April 24, 1997


<TABLE>
<CAPTION>
                             FRANKLIN VALUEMARK IV
                        ALLIANZ LIFE VARIABLE ACCOUNT B
            CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURN CALCULATIONS

                   ORIGINAL PURCHASE AS OF DECEMBER 31, 1995
                     VALUATION DATE AS OF DECEMBER 31, 1996

                                          Dollar                           Units This    Accum       Accum
    Date            Transaction           Amount          Unit Value          Trans      Units       Value
    ----            -----------           ------          ----------       ----------    -----       -----
<S>          <C>                         <C>              <C>             <C>           <C>       <C>
                                GROWTH AND INCOME
12-31-95     Purchase                    $1,000.00         $17.20200155      58.133     58.133    $1,000.00
12-31-96     Contract Fee                    (1.00)         19.35081369      (0.052)    58.081     1,123.92
12-31-96     Value before Surr Chg                          19.35081369       0.000     58.081     1,123.92
12-31-96     Surrender Charge               (60.00)         19.35081369      (3.101)    54.980     1,063.92
Cumulative and Average Annual Total Returns
             without/with charges                                12.49% A                             6.39% B

                                   HIGH INCOME
12-31-95     Purchase                    $1,000.00         $17.14451419      58.328     58.328    $1,000.00
12-31-96     Contract Fee                    (1.00)         19.23682686      (0.052)    58.276     1,121.04
12-31-96     Value before Surr Chg                          19.23682686       0.000     58.276     1,121.04
12-31-96     Surrender Charge               (60.00)         19.23682686      (3.119)    55.157     1,061.04
Cumulative and Average Annual Total Returns
             without/with charges                                12.20% A                             6.10% B

                                INCOME SECURITIES
12-31-95     Purchase                    $1,000.00         $19.66228575      50.859     50.859    $1,000.00
12-31-96     Contract Fee                    (1.00)         21.55369456      (0.046)    50.812     1,095.19
12-31-96     Value before Surr Chg                          21.55369456       0.000     50.812     1,095.19
12-31-96     Surrender Charge               (60.00)         21.55369456      (2.784)    48.029     1,035.19
Cumulative and Average Annual Total Returns
             without/with charges                                 9.62% A                             3.52% B

                                  MONEY MARKET
12-31-95     Purchase                    $1,000.00         $12.80529257      78.093     78.093    $1,000.00
12-31-96     Contract Fee                    (1.00)         13.35923111      (0.075)    78.018     1,042.26
12-31-96     Value before Surr Chg                          13.35923111       0.000     78.018     1,042.26
12-31-96     Surrender Charge               (60.00)         13.35923111      (4.491)    73.527       982.26
Cumulative and Average Annual Total Returns
             without/with charges                                 4.33% A                            -1.77% B

                          NATURAL RESOURCES SECURITIES
12-31-95     Purchase                    $1,000.00         $14.02092182      71.322     71.322    $1,000.00
12-31-96     Contract Fee                    (1.00)         14.36439436      (0.070)    71.252     1,023.50
12-31-96     Value before Surr Chg                          14.36439436       0.000     71.252     1,023.50
12-31-96     Surrender Charge               (60.00)         14.36439436      (4.177)    67.075       963.50
Cumulative and Average Annual Total Returns
             without/with charges                                 2.45% A                            -3.65% B

                             REAL ESTATE SECURITIES
12-31-95     Purchase                    $1,000.00         $17.96041830      55.678     55.678    $1,000.00
12-31-96     Contract Fee                    (1.00)         23.49916899      (0.043)    55.635     1,307.39
12-31-96     Value before Surr Chg                          23.49916899       0.000     55.635     1,307.39
12-31-96     Surrender Charge               (60.00)         23.49916899      (2.553)    53.082     1,247.39
Cumulative and Average Annual Total Returns
             without/with charges                                30.84% A                            24.74% B

                                RISING DIVIDENDS
12-31-95     Purchase                    $1,000.00         $12.45442887      80.293     80.293    $1,000.00
12-31-96     Contract Fee                    (1.00)         15.23536682      (0.066)    80.227     1,222.29
12-31-96     Value before Surr Chg                          15.23536682       0.000     80.227     1,222.29
12-31-96     Surrender Charge               (60.00)         15.23536682      (3.938)    76.289     1,162.29
Cumulative and Average Annual Total Returns
             without/with charges                                22.33% A                            16.23% B

                                    SMALL CAP
12-31-95     Purchase                    $1,000.00         $10.14493678      98.571     98.571    $1,000.00
12-31-96     Contract Fee                    (1.00)         12.89918829      (0.078)    98.494     1,270.49
12-31-96     Value before Surr Chg                          12.89918829       0.000     98.494     1,270.49
12-31-96     Surrender Charge               (60.00)         12.89918829      (4.651)    93.842     1,210.49
Cumulative and Average Annual Total Returns
             without/with charges                                27.15% A                            21.05% B

                       TEMPLETON DEVELOPING MARKETS EQUITY
12-31-95     Purchase                    $1,000.00          $9.56626187     104.534    104.534    $1,000.00
12-31-96     Contract Fee                    (1.00)         11.45833113      (0.087)   104.447     1,196.79
12-31-96     Value before Surr Chg                          11.45833113       0.000    104.447     1,196.79
12-31-96     Surrender Charge               (60.00)         11.45833113      (5.236)    99.210     1,136.79
Cumulative and Average Annual Total Returns
             without/with charges                                19.78% A                            13.68% B

                        TEMPLETON GLOBAL ASSET ALLOCATION
12-31-95     Purchase                    $1,000.00         $10.58454194      94.477     94.477    $1,000.00
12-31-96     Contract Fee                    (1.00)         12.49492743      (0.080)    94.397     1,179.49
12-31-96     Value before Surr Chg                          12.49492743       0.000     94.397     1,179.49
12-31-96     Surrender Charge               (60.00)         12.49492743      (4.802)    89.595     1,119.49
Cumulative and Average Annual Total Returns
             without/with charges                                18.05% A                            11.95% B

                             TEMPLETON GLOBAL GROWTH
12-31-95     Purchase                    $1,000.00         $11.32067650      88.334     88.334    $1,000.00
12-31-96     Contract Fee                    (1.00)         13.52541005      (0.074)    88.260     1,193.75
12-31-96     Value before Surr Chg                          13.52541005       0.000     88.260     1,193.75
12-31-96     Surrender Charge               (60.00)         13.52541005      (4.436)    83.824     1,133.75
Cumulative and Average Annual Total Returns
             without/with charges                                19.48% A                            13.38% B

                       TEMPLETON GLOBAL INCOME SECURITIES
12-31-95     Purchase                    $1,000.00         $15.42592706      64.826     64.826    $1,000.00
12-31-96     Contract Fee                    (1.00)         16.66103106      (0.060)    64.766     1,079.07
12-31-96     Value before Surr Chg                          16.66103106       0.000     64.766     1,079.07
12-31-96     Surrender Charge               (60.00)         16.66103106      (3.601)    61.165     1,019.07
Cumulative and Average Annual Total Returns
             without/with charges                                 8.01% A                             1.91% B

                         TEMPLETON INTERNATIONAL EQUITY
12-31-95     Purchase                    $1,000.00         $13.21605786      75.666     75.666    $1,000.00
12-31-96     Contract Fee                    (1.00)         16.01035857      (0.062)    75.603     1,210.43
12-31-96     Value before Surr Chg                          16.01035857       0.000     75.603     1,210.43
12-31-96     Surrender Charge               (60.00)         16.01035857      (3.748)    71.855     1,150.43
Cumulative and Average Annual Total Returns
             without/with charges                                21.14% A                            15.04% B

                            TEMPLETON PACIFIC GROWTH
12-31-95     Purchase                    $1,000.00         $13.58246157      73.624      73.624    $1,000.00
12-31-96     Contract Fee                    (1.00)         14.86560901      (0.067)     73.557     1,093.47
12-31-96     Value before Surr Chg                          14.86560901       0.000      73.557     1,093.47
12-31-96     Surrender Charge               (60.00)         14.86560901      (4.036)     69.521     1,033.47
Cumulative and Average Annual Total Returns
             without/with charges                                 9.45% A                             3.35% B

                           U.S. GOVERNMENT SECURITIES
12-31-95     Purchase                    $1,000.00         $16.19773372      61.737      61.737    $1,000.00
12-31-96     Contract Fee                    (1.00)         16.53304452      (0.060)     61.677     1,019.70
12-31-96     Value before Surr Chg                          16.53304452       0.000      61.677     1,019.70
12-31-96     Surrender Charge               (60.00)         16.53304452      (3.629)     58.047       959.70
Cumulative and Average Annual Total Returns
             without/with charges                                 2.07% A                            -4.03% B

                                 UTILITY EQUITY
12-31-95     Purchase                    $1,000.00         $19.44283491      51.433      51.433    $1,000.00
12-31-96     Contract Fee                    (1.00)         20.52658248      (0.049)     51.384     1,054.74
12-31-96     Value before Surr Chg                          20.52658248       0.000      51.384     1,054.74
12-31-96     Surrender Charge               (60.00)         20.52658248      (2.923)     48.461       994.74
Cumulative and Average Annual Total Returns
             without/with charges                                5.57% A                            -0.53% B

                               ZERO COUPON - 2000
12-31-95     Purchase                    $1,000.00         $18.18141100      55.001      55.001    $1,000.00
12-31-96     Contract Fee                    (1.00)         18.34477774      (0.055)     54.947     1,007.99
12-31-96     Value before Surr Chg                          18.34477774       0.000      54.947     1,007.99
12-31-96     Surrender Charge               (60.00)         18.34477774      (3.271)     51.676       947.99
Cumulative and Average Annual Total Returns
             without/with charges                                 0.90% A                            -5.20% B

                               ZERO COUPON - 2005
12-31-95     Purchase                    $1,000.00         $20.78832859      48.104      48.104    $1,000.00
12-31-96     Contract Fee                    (1.00)         20.37523353      (0.049)     48.055       979.13
12-31-96     Value before Surr Chg                          20.37523353       0.000      48.055       979.13
12-31-96     Surrender Charge               (60.00)         20.37523353      (2.945)     45.110       919.13
Cumulative and Average Annual Total Returns
             without/with charges                                -1.99% A                            -8.09% B

                               ZERO COUPON - 2010
12-31-95     Purchase                    $1,000.00         $22.29375904      44.856      44.856    $1,000.00
12-31-96     Contract Fee                    (1.00)         21.37105221      (0.047)     44.809       957.61
12-31-96     Value before Surr Chg                          21.37105221       0.000      44.809       957.61
12-31-96     Surrender Charge               (60.00)         21.37105221      (2.808)     42.001       897.61
Cumulative and Average Annual Total Returns
             without/with charges                                -4.14% A                           -10.24% B
<FN>
A = (Unit Value as of December 31, 1996 - Unit Value at Purchase)/Unit  Value at Purchase
B = (Accumulated  Value as of  December  31,  1996 - Accum.  Value at Purch.)/Accum. Value at Purch..
</FN>
</TABLE>

<TABLE>
<CAPTION>
                   ORIGINAL PURCHASE AS OF DECEMBER 31, 1993
                     VALUATION DATE AS OF DECEMBER 31, 1996

                                            Dollar                       Units This    Accum      Accum
    Date             Transaction            Amount        Unit Value        Trans      Units      Value
    ----             -----------            ------        ----------     ----------    -----      -----
<S>           <C>                          <C>           <C>             <C>           <C>        <C>       
                                GROWTH AND INCOME
12-31-93      Purchase                     $1,000.00     $13.61630571      73.441       73.441    $1,000.00
12-31-94      Contract Fee                     (1.00)     13.14423327      (0.076)      73.365       964.33
12-31-95      Contract Fee                     (1.00)     17.20200155      (0.058)      73.307     1,261.03
12-31-96      Contract Fee                     (1.00)     19.35081369      (0.052)      73.255     1,417.55
12-31-96      Value before Surr Chg                       19.35081369       0.000       73.255     1,417.55
12-31-96      Surrender Charge                (51.00)     19.35081369      (2.636)      70.620     1,366.55
Cumulative Total Returns without/with chrgs.                   42.12% A                              36.66% C
Avg. Annual Total Returns without/with chrgs.                  12.43% B                              10.97% D

                                   HIGH INCOME
12-31-93      Purchase                     $1,000.00     $15.08792342      66.278       66.278    $1,000.00
12-31-94      Contract Fee                     (1.00)     14.52977464      (0.069)      66.209       962.01
12-31-95      Contract Fee                     (1.00)     17.14451419      (0.058)      66.151     1,134.13
12-31-96      Contract Fee                     (1.00)     19.23682686      (0.052)      66.099     1,271.54
12-31-96      Value before Surr Chg                       19.23682686       0.000       66.099     1,271.54
12-31-96      Surrender Charge                (51.00)     19.23682686      (2.651)      63.448     1,220.54
Cumulative Total Returns without/with chrgs.                   27.50% A                              22.05% C
Avg. Annual Total Returns without/with chrgs.                   8.43% B                               6.87% D

                                INCOME SECURITIES
12-31-93      Purchase                     $1,000.00     $17.65574049      56.639       56.639    $1,000.00
12-31-94      Contract Fee                     (1.00)     16.30439562      (0.061)      56.577       922.46
12-31-95      Contract Fee                     (1.00)     19.66228575      (0.051)      56.527     1,111.44
12-31-96      Contract Fee                     (1.00)     21.55369456      (0.046)      56.480     1,217.36
12-31-96      Value before Surr Chg                       21.55369456       0.000       56.480     1,217.36
12-31-96      Surrender Charge                (51.00)     21.55369456      (2.366)      54.114     1,166.36
Cumulative Total Returns without/with chrgs.                   22.08% A                              16.64% C
Avg. Annual Total Returns without/with chrgs.                   6.88% B                               5.26% D

                                  MONEY MARKET
12-31-93      Purchase                     $1,000.00     $12.01410752      83.235       83.235    $1,000.00
12-31-94      Contract Fee                     (1.00)     12.29002320      (0.081)      83.154     1,021.97
12-31-95      Contract Fee                     (1.00)     12.80529257      (0.078)      83.076     1,063.81
12-31-96      Contract Fee                     (1.00)     13.35923111      (0.075)      83.001     1,108.83
12-31-96      Value before Surr Chg                       13.35923111       0.000       83.001     1,108.83
12-31-96      Surrender Charge                (51.00)     13.35923111      (3.818)      79.184     1,057.83
Cumulative Total Returns without/with chrgs.                   11.20% A                               5.78% C
Avg. Annual Total Returns without/with chrgs.                   3.60% B                               1.89% D

                          NATURAL RESOURCES SECURITIES
12-31-93      Purchase                     $1,000.00     $14.39941891      69.447       69.447    $1,000.00
12-31-94      Contract Fee                     (1.00)     13.90432727      (0.072)      69.375       964.62
12-31-95      Contract Fee                     (1.00)     14.02092182      (0.071)      69.304       971.71
12-31-96      Contract Fee                     (1.00)     14.36439436      (0.070)      69.234       994.51
12-31-96      Value before Surr Chg                       14.36439436       0.000       69.234       994.51
12-31-96      Surrender Charge                (51.00)     14.36439436      (3.550)      65.684       943.51
Cumulative Total Returns without/with chrgs.                   -0.24% A                              -5.65% C
Avg. Annual Total Returns without/with chrgs.                  -0.08% B                              -1.92% D

                             REAL ESTATE SECURITIES
12-31-93      Purchase                     $1,000.00     $15.30083761      65.356       65.356    $1,000.00
12-31-94      Contract Fee                     (1.00)     15.51100005      (0.064)      65.291     1,012.74
12-31-95      Contract Fee                     (1.00)     17.96041830      (0.056)      65.236     1,171.66
12-31-96      Contract Fee                     (1.00)     23.49916899      (0.043)      65.193     1,531.99
12-31-96      Value before Surr Chg                       23.49916899       0.000       65.193     1,531.99
12-31-96      Surrender Charge                (51.00)     23.49916899      (2.170)      63.023     1,480.99
Cumulative Total Returns without/with chrgs.                   53.58% A                              48.10% C
Avg. Annual Total Returns without/with chrgs.                  15.38% B                              13.99% D

                                RISING DIVIDENDS
12-31-93      Purchase                     $1,000.00     $10.30939159      96.999       96.999    $1,000.00
12-31-94      Contract Fee                     (1.00)      9.74313966      (0.103)      96.896       944.07
12-31-95      Contract Fee                     (1.00)     12.45442887      (0.080)      96.816     1,205.79
12-31-96      Contract Fee                     (1.00)     15.23536682      (0.066)      96.750     1,474.03
12-31-96      Value before Surr Chg                       15.23536682       0.000       96.750     1,474.03
12-31-96      Surrender Charge                (51.00)     15.23536682      (3.347)      93.403     1,423.03
Cumulative Total Returns without/with chrgs.                   47.78% A                              42.30% C
Avg. Annual Total Returns without/with chrgs.                  13.90% B                              12.48% D

                       TEMPLETON GLOBAL INCOME SECURITIES
12-31-93      Purchase                     $1,000.00     $14.58489254      68.564       68.564    $1,000.00
12-31-94      Contract Fee                     (1.00)     13.65317533      (0.073)      68.491       935.12
12-31-95      Contract Fee                     (1.00)     15.42592706      (0.065)      68.426     1,055.53
12-31-96      Contract Fee                     (1.00)     16.66103106      (0.060)      68.366     1,139.05
12-31-96      Value before Surr Chg                       16.66103106       0.000       68.366     1,139.05
12-31-96      Surrender Charge                (51.00)     16.66103106      (3.061)      65.305     1,088.05
Cumulative Total Returns without/with chrgs.                   14.23% A                               8.80% C
Avg. Annual Total Returns without/with chrgs.                   4.54% B                               2.85% D

                         TEMPLETON INTERNATIONAL EQUITY
12-31-93      Purchase                     $1,000.00     $12.20456639      81.937       81.937    $1,000.00
12-31-94      Contract Fee                     (1.00)     12.12945216      (0.082)      81.854       992.85
12-31-95      Contract Fee                     (1.00)     13.21605786      (0.076)      81.778     1,080.79
12-31-96      Contract Fee                     (1.00)     16.01035857      (0.062)      81.716     1,308.30
12-31-96      Value before Surr Chg                       16.01035857       0.000       81.716     1,308.30
12-31-96      Surrender Charge                (51.00)     16.01035857      (3.185)      78.531     1,257.30
Cumulative Total Returns without/with chrgs.                   31.18% A                              25.73% C
Avg. Annual Total Returns without/with chrgs.                   9.47% B                               7.93% D

                            TEMPLETON PACIFIC GROWTH
12-31-93      Purchase                     $1,000.00     $14.20875721      70.379       70.379    $1,000.00
12-31-94      Contract Fee                     (1.00)     12.76818771      (0.078)      70.301       897.61
12-31-95      Contract Fee                     (1.00)     13.58246157      (0.074)      70.227       953.86
12-31-96      Contract Fee                     (1.00)     14.86560901      (0.067)      70.160     1,042.97
12-31-96      Value before Surr Chg                       14.86560901       0.000       70.160     1,042.97
12-31-96      Surrender Charge                (51.00)     14.86560901      (3.431)      66.729       991.97
Cumulative Total Returns without/with chrgs.                    4.62% A                              -0.80% C
Avg. Annual Total Returns without/with chrgs.                   1.52% B                              -0.27% D

                           U.S. GOVERNMENT SECURITIES
12-31-93      Purchase                     $1,000.00     $14.63435517      68.332       68.332    $1,000.00
12-31-94      Contract Fee                     (1.00)     13.76239537      (0.073)      68.260       939.42
12-31-95      Contract Fee                     (1.00)     16.19773372      (0.062)      68.198     1,104.65
12-31-96      Contract Fee                     (1.00)     16.53304452      (0.060)      68.137     1,126.52
12-31-96      Value before Surr Chg                       16.53304452       0.000       68.137     1,126.52
12-31-96      Surrender Charge                (51.00)     16.53304452      (3.085)      65.053     1,075.52
Cumulative Total Returns without/with chrgs.                   12.97% A                               7.55% C
Avg. Annual Total Returns without/with chrgs.                   4.15% B                               2.46% D

                                 UTILITY EQUITY
12-31-93      Purchase                     $1,000.00     $17.24200577      57.998       57.998    $1,000.00
12-31-94      Contract Fee                     (1.00)     15.02348951      (0.067)      57.931       870.33
12-31-95      Contract Fee                     (1.00)     19.44283491      (0.051)      57.880     1,125.35
12-31-96      Contract Fee                     (1.00)     20.52658248      (0.049)      57.831     1,187.08
12-31-96      Value before Surr Chg                       20.52658248       0.000       57.831     1,187.08
12-31-96      Surrender Charge                (51.00)     20.52658248      (2.485)      55.347     1,136.08
Cumulative Total Returns without/with chrgs.                   19.05% A                              13.61% C
Avg. Annual Total Returns without/with chrgs.                   5.98% B                               4.34% D

                               ZERO COUPON - 2000
12-31-93      Purchase                     $1,000.00     $16.64474050      60.079       60.079    $1,000.00
12-31-94      Contract Fee                     (1.00)     15.29260574      (0.065)      60.014       917.77
12-31-95      Contract Fee                     (1.00)     18.18141100      (0.055)      59.959     1,090.13
12-31-96      Contract Fee                     (1.00)     18.34477774      (0.055)      59.904     1,098.93
12-31-96      Value before Surr Chg                       18.34477774       0.000       59.904     1,098.93
12-31-96      Surrender Charge                (51.00)     18.34477774      (2.780)      57.124     1,047.93
Cumulative Total Returns without/with chrgs.                   10.21% A                               4.79% C
Avg. Annual Total Returns without/with chrgs.                   3.29% B                               1.57% D

                               ZERO COUPON - 2005
12-31-93      Purchase                     $1,000.00     $17.97404729      55.636       55.636    $1,000.00
12-31-94      Contract Fee                     (1.00)     16.01393970      (0.062)      55.573       889.95
12-31-95      Contract Fee                     (1.00)     20.78832859      (0.048)      55.525     1,154.28
12-31-96      Contract Fee                     (1.00)     20.37523353      (0.049)      55.476     1,130.34
12-31-96      Value before Surr Chg                       20.37523353       0.000       55.476     1,130.34
12-31-96      Surrender Charge                (51.00)     20.37523353      (2.503)      52.973     1,079.34
Cumulative Total Returns without/with chrgs.                   13.36% A                               7.93% C
Avg. Annual Total Returns without/with chrgs.                   4.27% B                               2.58% D

                               ZERO COUPON - 2010
12-31-93      Purchase                     $1,000.00     $18.06559695      55.354       55.354    $1,000.00
12-31-94      Contract Fee                     (1.00)     15.84633119      (0.063)      55.291       876.16
12-31-95      Contract Fee                     (1.00)     22.29375904      (0.045)      55.246     1,231.64
12-31-96      Contract Fee                     (1.00)     21.37105221      (0.047)      55.199     1,179.66
12-31-96      Value before Surr Chg                       21.37105221       0.000       55.199     1,179.66
12-31-96      Surrender Charge                (51.00)     21.37105221      (2.386)      52.813     1,128.66
Cumulative Total Returns without/with chrgs.                18.30% A                                 12.87% C
Avg. Annual Total Returns without/with chrgs.                5.76% B                                  4.12% D
<FN>
A = (Unit Value as of December 31, 1996 - Unit Value at Purchase)/Unit  Value at Purchase
B = [(A+1)^(1/3  Years)]-1
C =  (Accumulated  Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/3 Years)]-1
</FN>
</TABLE>

<TABLE>
<CAPTION>
                   ORIGINAL PURCHASE AS OF DECEMBER 31, 1991
                     VALUATION DATE AS OF DECEMBER 31, 1996

                                            Dollar                       Units This     Accum       Accum
   Date             Transaction             Amount        Unit Value        Trans       Units       Value
   ----             -----------             ------        ----------     ----------     -----       -----
<S>         <C>                            <C>           <C>             <C>            <C>       <C>
                                GROWTH AND INCOME
12-31-91    Purchase                       $1,000.00     $11.91776810      83.908       83.908    $1,000.00
12-31-92    Contract Fee                       (1.00)     12.52913900      (0.080)      83.829     1,050.30
12-31-93    Contract Fee                       (1.00)     13.61630571      (0.073)      83.755     1,140.43
12-31-94    Contract Fee                       (1.00)     13.14423327      (0.076)      83.679     1,099.90
12-31-95    Contract Fee                       (1.00)     17.20200155      (0.058)      83.621     1,438.45
12-31-96    Contract Fee                       (1.00)     19.35081369      (0.052)      83.569     1,617.13
12-31-96    Value before Surr Chg                         19.35081369       0.000       83.569     1,617.13
12-31-96    Surrender Charge                  (34.00)     19.35081369      (1.757)      81.812     1,583.13
Cumulative Total Returns without/with chrgs.                   62.37% A                              58.31% C
Avg. Annual Total Returns without/with chrgs.                  10.18% B                               9.62% D

                                   HIGH INCOME
12-31-91    Purchase                       $1,000.00      $11.55232338     86.563       86.563    $1,000.00
12-31-92    Contract Fee                       (1.00)      13.23092335     (0.076)      86.487     1,144.30
12-31-93    Contract Fee                       (1.00)      15.08792342     (0.066)      86.421     1,303.91
12-31-94    Contract Fee                       (1.00)      14.52977464     (0.069)      86.352     1,254.67
12-31-95    Contract Fee                       (1.00)      17.14451419     (0.058)      86.294     1,479.46
12-31-96    Contract Fee                       (1.00)      19.23682686     (0.052)      86.242     1,659.02
12-31-96    Value before Surr Chg                          19.23682686      0.000       86.242     1,659.02
12-31-96    Surrender Charge                  (34.00)      19.23682686     (1.767)      84.474     1,625.02
Cumulative Total Returns without/with chrgs.                    66.52% A                             62.50% C
Avg. Annual Total Returns without/with chrgs.                   10.74% B                             10.20% D

                                INCOME SECURITIES
12-31-91    Purchase                       $1,000.00      $13.54447496     73.831       73.831    $1,000.00
12-31-92    Contract Fee                       (1.00)      15.10888772     (0.066)      73.765     1,114.50
12-31-93    Contract Fee                       (1.00)      17.65574049     (0.057)      73.708     1,301.37
12-31-94    Contract Fee                       (1.00)      16.30439562     (0.061)      73.647     1,200.76
12-31-95    Contract Fee                       (1.00)      19.66228575     (0.051)      73.596     1,447.06
12-31-96    Contract Fee                       (1.00)      21.55369456     (0.046)      73.549     1,585.26
12-31-96    Value before Surr Chg                          21.55369456      0.000       73.549     1,585.26
12-31-96    Surrender Charge                  (34.00)      21.55369456     (1.577)      71.972     1,551.26
Cumulative Total Returns without/with chrgs.                    59.13% A                             55.13% C
Avg. Annual Total Returns without/with chrgs.                    9.74% B                              9.18% D

                                  MONEY MARKET
12-31-91    Purchase                       $1,000.00      $11.71257195     85.378       85.378    $1,000.00
12-31-92    Contract Fee                       (1.00)      11.89167887     (0.084)      85.294     1,014.29
12-31-93    Contract Fee                       (1.00)      12.01410752     (0.083)      85.211     1,023.73
12-31-94    Contract Fee                       (1.00)      12.29002320     (0.081)      85.130     1,046.25
12-31-95    Contract Fee                       (1.00)      12.80529257     (0.078)      85.052     1,089.11
12-31-96    Contract Fee                       (1.00)      13.35923111     (0.075)      84.977     1,135.22
12-31-96    Value before Surr Chg                          13.35923111      0.000       84.977     1,135.22
12-31-96    Surrender Charge                  (34.00)      13.35923111     (2.545)      82.432     1,101.22
Cumulative Total Returns without/with chrgs.                    14.06% A                             10.12% C
Avg. Annual Total Returns without/with chrgs.                    2.67% B                              1.95% D

                          NATURAL RESOURCES SECURITIES
12-31-91    Purchase                       $1,000.00      $10.60671167     94.280       94.280    $1,000.00
12-31-92    Contract Fee                       (1.00)       9.39103298     (0.106)      94.173       884.39
12-31-93    Contract Fee                       (1.00)      14.39941891     (0.069)      94.104     1,355.04
12-31-94    Contract Fee                       (1.00)      13.90432727     (0.072)      94.032     1,307.45
12-31-95    Contract Fee                       (1.00)      14.02092182     (0.071)      93.961     1,317.42
12-31-96    Contract Fee                       (1.00)      14.36439436     (0.070)      93.891     1,348.69
12-31-96    Value before Surr Chg                          14.36439436      0.000       93.891     1,348.69
12-31-96    Surrender Charge                  (34.00)      14.36439436     (2.367)      91.524     1,314.69
Cumulative Total Returns without/with chrgs.                    35.43% A                             31.47% C
Avg. Annual Total Returns without/with chrgs.                    6.25% B                              5.62% D

                             REAL ESTATE SECURITIES
12-31-91    Purchase                       $1,000.00      $11.81685548     84.625       84.625    $1,000.00
12-31-92    Contract Fee                       (1.00)      13.04914908     (0.077)      84.548     1,103.28
12-31-93    Contract Fee                       (1.00)      15.30083761     (0.065)      84.483     1,292.66
12-31-94    Contract Fee                       (1.00)      15.51100005     (0.064)      84.418     1,309.41
12-31-95    Contract Fee                       (1.00)      17.96041830     (0.056)      84.363     1,515.19
12-31-96    Contract Fee                       (1.00)      23.49916899     (0.043)      84.320     1,981.45
12-31-96    Value before Surr Chg                          23.49916899      0.000       84.320     1,981.45
12-31-96    Surrender Charge                  (34.00)      23.49916899     (1.447)      82.873     1,947.45
Cumulative Total Returns without/with chrgs.                    98.86% A                             94.75% C
Avg. Annual Total Returns without/with chrgs.                   14.74% B                             14.26% D

                       TEMPLETON GLOBAL INCOME SECURITIES
12-31-91    Purchase                       $1,000.00      $12.92781355     77.353       77.353    $1,000.00
12-31-92    Contract Fee                       (1.00)      12.68746730     (0.079)      77.274       980.41
12-31-93    Contract Fee                       (1.00)      14.58489254     (0.069)      77.205     1,126.03
12-31-94    Contract Fee                       (1.00)      13.65317533     (0.073)      77.132     1,053.10
12-31-95    Contract Fee                       (1.00)      15.42592706     (0.065)      77.067     1,188.83
12-31-96    Contract Fee                       (1.00)      16.66103106     (0.060)      77.007     1,283.02
12-31-96    Value before Surr Chg                          16.66103106      0.000       77.007     1,283.02
12-31-96    Surrender Charge                  (34.00)      16.66103106     (2.041)      74.966     1,249.02
Cumulative Total Returns without/with chrgs.                    28.88% A                             24.90% C
Avg. Annual Total Returns without/with chrgs.                    5.20% B                              4.55% D

                           U.S. GOVERNMENT SECURITIES
12-31-91    Purchase                       $1,000.00      $12.76496129      78.339       78.339    $1,000.00
12-31-92    Contract Fee                       (1.00)      13.53931957      (0.074)      78.266     1,059.66
12-31-93    Contract Fee                       (1.00)      14.63435517      (0.068)      78.197     1,144.37
12-31-94    Contract Fee                       (1.00)      13.76239537      (0.073)      78.125     1,075.18
12-31-95    Contract Fee                       (1.00)      16.19773372      (0.062)      78.063     1,264.44
12-31-96    Contract Fee                       (1.00)      16.53304452      (0.060)      78.002     1,289.62
12-31-96    Value before Surr Chg                          16.53304452       0.000       78.002     1,289.62
12-31-96    Surrender Charge                  (34.00)      16.53304452      (2.056)      75.946     1,255.62
Cumulative Total Returns without/with chrgs.                    29.52% A                             25.56% C
Avg. Annual Total Returns without/with chrgs.                    5.31% B                              4.66% D

                                 UTILITY EQUITY
12-31-91    Purchase                       $1,000.00      $14.78233584     67.648       67.648    $1,000.00
12-31-92    Contract Fee                       (1.00)      15.83244652     (0.063)      67.585     1,070.04
12-31-93    Contract Fee                       (1.00)      17.24200577     (0.058)      67.527     1,164.30
12-31-94    Contract Fee                       (1.00)      15.02348951     (0.067)      67.461     1,013.49
12-31-95    Contract Fee                       (1.00)      19.44283491     (0.051)      67.409     1,310.63
12-31-96    Contract Fee                       (1.00)      20.52658248     (0.049)      67.360     1,382.68
12-31-96    Value before Surr Chg                          20.52658248      0.000       67.360     1,382.68
12-31-96    Surrender Charge                  (34.00)      20.52658248     (1.656)      65.704     1,348.68
Cumulative Total Returns without/with chrgs.                    38.86% A                             34.87% C
Avg. Annual Total Returns without/with chrgs.                    6.79% B                              6.17% D

                               ZERO COUPON - 2000
12-31-91    Purchase                       $1,000.00      $13.53555410     73.880       73.880    $1,000.00
12-31-92    Contract Fee                       (1.00)      14.54452031     (0.069)      73.811     1,073.54
12-31-93    Contract Fee                       (1.00)      16.64474050     (0.060)      73.751     1,227.56
12-31-94    Contract Fee                       (1.00)      15.29260574     (0.065)      73.685     1,126.84
12-31-95    Contract Fee                       (1.00)      18.18141100     (0.055)      73.630     1,338.70
12-31-96    Contract Fee                       (1.00)      18.34477774     (0.055)      73.576     1,349.73
12-31-96    Value before Surr Chg                          18.34477774      0.000       73.576     1,349.73
12-31-96    Surrender Charge                  (34.00)      18.34477774     (1.853)      71.722     1,315.73
Cumulative Total Returns without/with chrgs.                    35.53% A                             31.57% C
Avg. Annual Total Returns without/with chrgs.                    6.27% B                              5.64% D

                               ZERO COUPON - 2005
12-31-91    Purchase                       $1,000.00      $13.67194917     73.142       73.142    $1,000.00
12-31-92    Contract Fee                       (1.00)      14.92512949     (0.067)      73.075     1,090.66
12-31-93    Contract Fee                       (1.00)      17.97404729     (0.056)      73.020     1,312.46
12-31-94    Contract Fee                       (1.00)      16.01393970     (0.062)      72.957     1,168.34
12-31-95    Contract Fee                       (1.00)      20.78832859     (0.048)      72.909     1,515.66
12-31-96    Contract Fee                       (1.00)      20.37523353     (0.049)      72.860     1,484.54
12-31-96    Value before Surr Chg                          20.37523353      0.000       72.860     1,484.54
12-31-96    Surrender Charge                  (34.00)      20.37523353     (1.669)      71.192     1,450.54
Cumulative Total Returns without/with chrgs.                    49.03% A                             45.05% C
Avg. Annual Total Returns without/with chrgs.                    8.31% B                              7.72% D

                               ZERO COUPON - 2010
12-31-91    Purchase                       $1,000.00      $13.44790271     74.361       74.361    $1,000.00
12-31-92    Contract Fee                       (1.00)      14.61898218     (0.068)      74.293     1,086.08
12-31-93    Contract Fee                       (1.00)      18.06559695     (0.055)      74.237     1,341.14
12-31-94    Contract Fee                       (1.00)      15.84633119     (0.063)      74.174     1,175.39
12-31-95    Contract Fee                       (1.00)      22.29375904     (0.045)      74.129     1,652.62
12-31-96    Contract Fee                       (1.00)      21.37105221     (0.047)      74.083     1,583.22
12-31-96    Value before Surr Chg                          21.37105221      0.000       74.083     1,583.22
12-31-96    Surrender Charge                  (34.00)      21.37105221     (1.591)      72.492     1,549.22
Cumulative Total Returns without/with chrgs.                    58.92% A                             54.92% C
Avg. Annual Total Returns without/with chrgs.                    9.71% B                              9.15% D
<FN>
A = (Unit Value as of December 31, 1996 - Unit Value at Purchase)/Unit  Value at Purchase
B = [(A+1)^(1/5  Years)]-1
C = (Accumulated  Value as of December 31, 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 DECEMBER 31, 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
12-31-96    Contract Fee                      (1.00)      11.24740541     (0.089)    99.911     1,123.74
12-31-96    Value before Surr Chg                         11.24740541      0.000     99.911     1,123.74
12-31-96    Surrender Charge                 (60.00)      11.24740541     (5.335)    94.577     1,063.74
Cumulative Total Returns without/with chgs.                    12.47% A                            6.37% 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
12-31-96    Value before Surr Chg                         19.35081369      0.000      99.430     1,924.05
12-31-96    Contract Fee                      (1.00)      19.35081369     (0.052)     99.379     1,923.05
12-31-96    Surrender Charge                   0.00       19.35081369      0.000      99.379     1,923.05
Cumulative Total Returns without/with chgs.                    93.51% A                            92.31% C
Avg. Annual Total Returns without/with chgs.                    8.67% B                             8.58% 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
12-31-96    Value before Surr Chg                         19.23682686      0.000      99.438     1,912.88
12-31-96    Contract Fee                      (1.00)      19.23682686     (0.052)     99.386     1,911.88
12-31-96    Surrender Charge                   0.00       19.23682686      0.000      99.386     1,911.88
Cumulative Total Returns without/with chgs.                    92.37% A                            91.19% C
Avg. Annual Total Returns without/with chgs.                    8.59% B                             8.50% 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
12-31-96    Value before Surr Chg                         21.55369456      0.000      99.501     2,144.62
12-31-96    Contract Fee                      (1.00)      21.55369456     (0.046)     99.455     2,143.62
12-31-96    Surrender Charge                   0.00       21.55369456      0.000      99.455     2,143.62
Cumulative Total Returns without/with chgs.                   115.54% A                           114.36% C
Avg. Annual Total Returns without/with chgs.                   10.16% B                            10.07% 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
12-31-96    Value before Surr Chg                         13.35923111      0.000      99.406     1,327.99
12-31-96    Contract Fee                      (1.00)      13.35923111     (0.075)     99.332     1,326.99
12-31-96    Surrender Charge                   0.00       13.35923111      0.000      99.332     1,326.99
Cumulative Total Returns without/with chgs.                    33.59% A                            32.70% C
Avg. Annual Total Returns without/with chgs.                    3.72% B                             3.63% D

                           MUTUAL DISCOVERY SECURITIES
11-8-96     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
12-31-96    Contract Fee                      (1.00)      10.17920124     (0.098)     99.902     1,016.92
12-31-96    Value before Surr Chg                         10.17920124      0.000      99.902     1,016.92
12-31-96    Surrender Charge                 (60.00)      10.17920124     (5.894)     94.007       956.92
Cumulative Total Returns without/with chgs.                     1.79% A                            -4.31% C
Avg. Annual Total Returns without/with chgs.                       NA B                                NA D

                            MUTUAL SHARES SECURITIES
11-8-96     Purchase                      $1,000.00      $10.00000000    100.000     100.000   $1,000.00
12-31-96    Contract Fee                      (1.00)      10.32889538     (0.097)     99.903    1,031.89
12-31-96    Value before Surr Chg                         10.32889538      0.000      99.903    1,031.89
12-31-96    Surrender Charge                 (60.00)      10.32889538     (5.809)     94.094      971.89
Cumulative Total Returns without/with chgs.                     3.29% A                           -2.81% C
Avg. Annual Total Returns without/with chgs.                       NA B                               NA D

                          NATURAL RESOURCES SECURITIES
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
12-31-96    Value before Surr Chg                         14.36439436      0.000      99.409    1,427.95
12-31-96    Contract Fee                      (1.00)      14.36439436     (0.070)     99.340    1,426.95
12-31-96    Surrender Charge                   0.00       14.36439436      0.000      99.340    1,426.95
Cumulative Total Returns without/with chgs.                    43.64% A                           42.70% C
Avg. Annual Total Returns without/with chgs.                    4.67% B                            4.58% 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
12-31-96    Value before Surr Chg                         23.49916899      0.000      99.451     2,337.02
12-31-96    Contract Fee                      (1.00)      23.49916899     (0.043)     99.408     2,336.02
12-31-96    Surrender Charge                   0.00       23.49916899      0.000      99.408     2,336.02
Cumulative Total Returns without/with chgs.                   134.99% A                           133.60% C
Avg. Annual Total Returns without/with chgs.                   11.36% B                            11.28% 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
12-31-96    Value before Surr Chg                         15.23536682      0.000      99.629     1,517.89
12-31-96    Contract Fee                      (1.00)      15.23536682     (0.066)     99.564     1,516.89
12-31-96    Surrender Charge                 (34.00)      15.23536682     (2.232)     97.332     1,482.89
Cumulative Total Returns without/with chgs.                    52.35% A                            48.29% C
Avg. Annual Total Returns without/with chgs.                    8.91% B                             8.32% D

                                    SMALL CAP
11-1-95     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
11-1-96     Contract Fee                      (1.00)      12.14713625     (0.082)     99.918     1,213.71
12-31-96    Value before Surr Chg                         12.89918829      0.000      99.918     1,288.86
12-31-96    Contract Fee                      (1.00)      12.89918829     (0.078)     99.840     1,287.86
12-31-96    Surrender Charge                 (51.00)      12.89918829     (3.954)     95.886     1,236.86
Cumulative Total Returns without/with chgs.                    28.99% A                            23.69% C
Avg. Annual Total Returns without/with chgs.                   24.37% B                            19.98% 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
12-31-96    Value before Surr Chg                         11.45833113      0.000      99.787     1,143.39
12-31-96    Contract Fee                      (1.00)      11.45833113     (0.087)     99.699     1,142.39
12-31-96    Surrender Charge                 (51.00)      11.45833113     (4.451)     95.249     1,091.39
Cumulative Total Returns without/with chgs.                    14.58% A                             9.14% C
Avg. Annual Total Returns without/with chgs.                    4.98% B                             3.17% 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
12-31-96    Value before Surr Chg                         12.49492743      0.000      99.911     1,248.38
12-31-96    Contract Fee                      (1.00)      12.49492743     (0.080)     99.831     1,247.38
12-31-96    Surrender Charge                 (51.00)      12.49492743     (4.082)     95.749     1,196.38
Cumulative Total Returns without/with chgs.                    24.95% A                            19.64% C
Avg. Annual Total Returns without/with chgs.                   14.26% B                            11.33% 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
12-31-96    Value before Surr Chg                         13.52541005      0.000      99.816     1,350.05
12-31-96    Contract Fee                      (1.00)      13.52541005     (0.074)     99.742     1,349.05
12-31-96    Surrender Charge                 (51.00)      13.52541005     (3.771)     95.972     1,298.05
Cumulative Total Returns without/with chgs.                    35.25% A                            29.81% C
Avg. Annual Total Returns without/with chgs.                   11.39% B                             9.76% 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
12-31-96    Value before Surr Chg                         16.66103106      0.000      99.460     1,657.11
12-31-96    Contract Fee                      (1.00)      16.66103106     (0.060)     99.400     1,656.11
12-31-96    Surrender Charge                   0.00       16.66103106      0.000      99.400     1,656.11
Cumulative Total Returns without/with chgs.                    66.61% A                            65.61% C
Avg. Annual Total Returns without/with chgs.                    6.64% B                             6.56% 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
12-31-96    Value before Surr Chg                         16.01035857      0.000      99.659     1,595.58
12-31-96    Contract Fee                      (1.00)      16.01035857     (0.062)     99.597     1,594.58
12-31-96    Surrender Charge                 (34.00)      16.01035857     (2.124)     97.473     1,560.58
Cumulative Total Returns without/with chgs.                    60.10% A                            56.06% C
Avg. Annual Total Returns without/with chgs.                   10.01% B                             9.44% D

                    TEMPLETON INTERNATIONAL SMALLER COMPANIES
5-1-96      Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
12-31-96    Value before Surr Chg                         11.13849568       0.000    100.000     1,113.85
12-31-96    Contract Fee                      (1.00)      11.13849568      (0.090)    99.910     1,112.85
12-31-96    Surrender Charge                 (60.00)      11.13849568      (5.387)    94.523     1,052.85
Cumulative Total Returns without/with chgs.                    11.38% A                             5.28% 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
12-31-96    Value before Surr Chg                         14.86560901      0.000      99.675     1,481.73
12-31-96    Contract Fee                      (1.00)      14.86560901     (0.067)     99.608     1,480.73
12-31-96    Surrender Charge                 (34.00)      14.86560901     (2.287)     97.321     1,446.73
Cumulative Total Returns without/with chgs.                    48.66% A                            44.67% C
Avg. Annual Total Returns without/with chgs.                    8.37% B                             7.78% 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
12-31-96    Value before Surr Chg                         16.53304452      0.000      99.461     1,644.40
12-31-96    Contract Fee                      (1.00)      16.53304452     (0.060)     99.401     1,643.40
12-31-96    Surrender Charge                   0.00       16.53304452      0.000      99.401     1,643.40
Cumulative Total Returns without/with chgs.                    65.33% A                            64.34% C
Avg. Annual Total Returns without/with chgs.                    6.65% B                             6.57% 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
12-31-96    Value before Surr Chg                         20.52658248      0.000      99.520     2,042.80
12-31-96    Contract Fee                      (1.00)      20.52658248     (0.049)     99.471     2,041.80
12-31-96    Surrender Charge                   0.00       20.52658248      0.000      99.471     2,041.80
Cumulative Total Returns without/with chgs.                   105.27% A                           104.18% C
Avg. Annual Total Returns without/with chgs.                    9.48% B                             9.41% 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
12-31-96    Value before Surr Chg                         18.34477774      0.000      99.492     1,825.16
12-31-96    Contract Fee                      (1.00)      18.34477774     (0.055)     99.438     1,824.16
12-31-96    Surrender Charge                    0.00      18.34477774      0.000      99.438     1,824.16
Cumulative Total Returns without/with chgs.                    83.45% A                            82.42% C
Avg. Annual Total Returns without/with chgs.                    8.08% B                             8.01% 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
12-31-96    Value before Surr Chg                         20.37523353      0.000      99.507     2,027.49
12-31-96    Contract Fee                      (1.00)      20.37523353     (0.049)     99.458     2,026.49
12-31-96    Surrender Charge                   0.00       20.37523353      0.000      99.458     2,026.49
Cumulative Total Returns without/with chgs.                   103.75% A                           102.65% C
Avg. Annual Total Returns without/with chgs.                    9.55% B                             9.47% 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
12-31-96    Value before Surr Chg                         21.37105221      0.000      99.502     2,126.47
12-31-96    Contract Fee                      (1.00)      21.37105221     (0.047)     99.456     2,125.47
12-31-96    Surrender Charge                   0.00       21.37105221      0.000      99.456     2,125.47
Cumulative Total Returns without/with chgs.                   113.71% A                           112.55% C
Avg. Annual Total Returns without/with chgs.                   10.22% B                            10.14% D
<FN>
A = (Unit Value as of December 31, 1996 - Unit Value at Purchase)/Unit  Value at Purchase
B = [(A+1)^(1/Years  since  Inception)]-1
C = (Accumulated  Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/Years since Inception)]-1
</FN>
</TABLE>

<TABLE>
<CAPTION>
                PERFORMANCE INFORMATION OF SELECTED PUBLIC FUNDS

                   ORIGINAL PURCHASE AS OF DECEMBER 31, 1995
                     VALUATION DATE AS OF DECEMBER 31, 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
12-31-95     Purchase                                 $1,000.00       $15.16      65.963     65.963    $1,000.00
6-14-96      Dividend Distribution ($.35/shr)             23.09        16.89       1.367     67.330     1,137.20
12-23-96     Dividend Distribution ($1.36/shr)            91.57        17.00       5.386     72.716     1,236.18
12-31-96     Current Value                                             17.18       0.000     72.716     1,249.27

Average Annual Total Return                                                                               24.93% A

                               MUTUAL SHARES FUND
12-31-95     Purchase                                 $1,000.00       $86.45      11.567     11.567    $1,000.00
6-14-96      Dividend Distribution ($3.00/shr)            34.70        91.93       0.377     11.945     1,098.09
12-23-96     Dividend Distribution ($8.17/shr)            97.59        92.01       1.061     13.006     1,196.64
12-31-96     Current Value                                             92.85       0.000     13.006     1,207.56

Average Annual Total Return                                                                               20.76% A
<FN>
A = (Net Asset  Value as of December  31, 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
12-31-95     Purchase                                 $1,000.00     $17.28544840      57.852     57.852    $1,000.00
12-31-96     Contract Fee                                 (1.00)     21.27706553      (0.047)    57.805     1,229.92
12-31-96     Value before Surr Chg                                   21.27706553       0.000     57.805     1,229.92
12-31-96     Surrender Charge                            (60.00)     21.27706553      (2.820)    54.985     1,169.92

Average Annual Total Returns without/with charges                         23.09% B                            16.99% C

                      MUTUAL SHARES SECURITIES SUB-ACCOUNT
12-31-95     Purchase                                 $1,000.00     $486.02304917       2.058     2.058    $1,000.00
12-31-96     Contract Fee                                 (1.00)     578.46604221      (0.002)    2.056     1,189.20
12-31-96     Value before Surr Chg                                   578.46604221       0.000     2.056     1,189.20
12-31-96     Surrender Charge                            (60.00)     578.46604221      (0.104)    1.952     1,129.20

Average Annual Total Returns without/with charges                          19.02% B                           12.92% C
<FN>
B = (Unit Value as of December  31, 1996 - Unit Value at  Purch.)/Unit  Value at Purch.
C = (Accumulated  Value  as of  December  31,  1996 -  Accum.  Value at Purch.)/Accum. Value at Purch.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                   ORIGINAL PURCHASE AS OF DECEMBER 31, 1991
                     VALUATION DATE AS OF DECEMBER 31, 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
12-31-91     Purchase                                 $1,000.00        $64.49       15.506     15.506    $1,000.00
7-6-92       Dividend Distribution ($1.00/shr)            15.51         70.18        0.221     15.727     1,103.74
12-31-92     Dividend Distribution ($3.75/shr)            58.98         72.71        0.811     16.538     1,202.50
7-12-93      Dividend Distribution ($.70/shr)             11.58         79.65        0.145     16.684     1,328.86
12-31-93     Dividend Distribution ($6.99/shr)           116.62         80.56        1.448     18.131     1,460.66
7-11-94      Dividend Distribution ($.60/shr)             10.88         80.60        0.135     18.266     1,472.26
12-29-94     Dividend Distribution ($5.30/shr)            96.81         78.31        1.236     19.503     1,527.24
7-10-95      Dividend Distribution ($2.60/shr)            50.71         88.78        0.571     20.074     1,782.14
12-29-95     Dividend Distribution ($12.14/shr)          243.69         85.63        2.846     22.920     1,962.60
6-14-96      Dividend Distribution ($3.00/shr)            68.76         91.93        0.748     23.668     2,175.76
12-23-96     Dividend Distribution ($8.17/shr)           193.36         92.01        2.102     25.769     2,371.01
12-31-96     Current Value                                              92.85        0.000     25.769     2,392.66
Cumulative Total Return                                                                                    139.27% A
Average Annual Total Return                                                                                 19.06% B
<FN>
A = (Net Asset  Value as of December  31, 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
12-31-91     Purchase                                $1,000.00     $261.41203753       3.825      3.825    $1,000.00
12-31-92     Contract Fee                                (1.00)     312.29223600      (0.003)     3.822     1,193.64
12-31-93     Contract Fee                                (1.00)     372.01016088      (0.003)     3.819     1,420.89
12-31-94     Contract Fee                                (1.00)     382.98324271      (0.003)     3.817     1,461.80
12-31-95     Contract Fee                                (1.00)     486.02304917      (0.002)     3.815     1,854.09
12-31-96     Contract Fee                                (1.00)     578.46604221      (0.002)     3.813     2,205.74
12-31-96     Value before Surr Chg                                  578.46604221       0.000      3.813     2,205.74
12-31-96     Surrender Charge                           (34.00)     578.46604221      (0.059)     3.754     2,171.74
Cumulative Total Rtns. without/with chrgs.                               121.29% C                           117.17% E
Avg. Annual Total Rtns. without/with chrgs.                               17.22% D                            16.78% F
<FN>
C = (Unit Value as of December  31, 1996 - Unit Value at  Purch.)/Unit  Value at Purch.
D = [(C+1)^(1/5  Years)]-1
E = (Accumulated Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/5 Years)]-1
</FN>
</TABLE>

<TABLE>
<CAPTION>
                   ORIGINAL PURCHASE AS OF DECEMBER 31, 1986
                     VALUATION DATE AS OF DECEMBER 31, 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
12-31-86    Purchase                                 $1,000.00        $66.04        15.142      15.142     $1,000.00
1-9-87      Dividend Distribution ($5.65/shr)            85.55         60.08         1.424      16.566        995.31
7-17-87     Dividend Distribution ($1.35/shr)            22.36         71.24         0.314      16.880      1,202.55
12-31-87    Dividend Distribution ($5.26/shr)            88.79         58.12         1.528      18.408      1,069.87
7-15-88     Dividend Distribution ($1.75/shr)            32.21         70.00         0.460      18.868      1,320.77
12-29-88    Dividend Distribution ($5.93/shr)           111.89         67.38         1.661      20.529      1,383.23
6-23-89     Dividend Distribution ($1.85/shr)            37.98         74.45         0.510      21.039      1,566.34
12-29-89    Dividend Distribution ($8.79/shr)           184.93         66.80         2.768      23.807      1,590.33
6-18-90     Dividend Distribution ($.75/shr)             17.86         66.20         0.270      24.077      1,593.90
12-31-90    Dividend Distribution ($3.48/shr)            83.79         56.16         1.492      25.569      1,435.95
7-8-91      Dividend Distribution ($.90/shr)             23.01         63.59         0.362      25.931      1,648.94
12-31-91    Dividend Distribution ($2.73/shr)            70.79         63.27         1.119      27.050      1,711.44
7-6-92      Dividend Distribution ($1.00/shr)            27.05         70.18         0.385      27.435      1,925.40
12-31-92    Dividend Distribution ($3.75/shr)           102.88         72.71         1.415      28.850      2,097.69
7-12-93     Dividend Distribution ($.70/shr)             20.20         79.65         0.254      29.104      2,318.11
12-31-93    Dividend Distribution ($6.99/shr)           203.43         80.56         2.525      31.629      2,548.03
7-11-94     Dividend Distribution ($.60/shr)             18.98         80.60         0.235      31.864      2,568.27
12-29-94    Dividend Distribution ($5.30/shr)           168.88         78.31         2.157      34.021      2,664.18
7-10-95     Dividend Distribution ($2.60/shr)            88.45         88.78         0.996      35.017      3,108.83
12-29-95    Dividend Distribution ($12.14/shr)          425.11         85.63         4.964      39.982      3,423.64
6-14-96     Dividend Distribution ($3.00/shr)           119.95         91.93         1.305      41.287      3,795.47
12-23-96    Dividend Distribution ($8.17/shr)           337.31         92.01         3.666      44.953      4,136.08
12-31-96    Current Value                                              92.85         0.000      44.953      4,173.84
Cumulative Total Return                                                                                      317.38% A
Average Annual Total Return                                                                                   15.36% B
<FN>
A = (Net Asset  Value as of December  31, 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
12-31-86    Purchase                               $1,000.00      $161.96953367       6.174      6.174     $1,000.00
12-31-87    Contract Fee                               (1.00)      169.74909138      (0.006)     6.168      1,047.03
12-31-88    Contract Fee                               (1.00)      218.42389921      (0.005)     6.164      1,346.26
12-31-89    Contract Fee                               (1.00)      247.18339867      (0.004)     6.159      1,522.52
12-31-90    Contract Fee                               (1.00)      219.57313256      (0.005)     6.155      1,351.46
12-31-91    Contract Fee                               (1.00)      261.41203753      (0.004)     6.151      1,607.97
12-31-92    Contract Fee                               (1.00)      312.29223600      (0.003)     6.148      1,919.94
12-31-93    Contract Fee                               (1.00)      372.01016088      (0.003)     6.145      2,286.08
12-31-94    Contract Fee                               (1.00)      382.98324271      (0.003)     6.143      2,352.51
12-31-95    Contract Fee                               (1.00)      486.02304917      (0.002)     6.141      2,984.45
12-31-96    Contract Fee                               (1.00)      578.46604221      (0.002)     6.139      3,551.10
12-31-96    Value before Surr Chg                                  578.46604221       0.000      6.139      3,551.10
12-31-96    Surrender Charge                            0.00       578.46604221       0.000      6.139      3,551.10
Cumulative Total Rtns. without/with chrgs.                              257.14% C                            255.11% E
Avg. Annual Total Rtns. without/with chrgs.                              13.58% D                             13.51% F
<FN>
C = (Unit Value as of December  31, 1996 - Unit Value at  Purch.)/Unit  Value at Purch.
D = [(C+1)^(1/10 Years)]-1
E = (Accumulated Value as of December 31, 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 DECEMBER 31, 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
12-23-96    Dividend Distribution ($1.36/shr)          165.80         17.00           9.753    131.666     2,238.32
12-31-96    Current Value                                             17.18           0.000    131.666     2,262.02
Cumulative Total Return                                                                                     126.20% A
Average Annual Total Return                                                                                  22.62% B
<FN>
A = (Net Asset  Value as of December  31, 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
12-31-96    Contract Fee                                (1.00)     21.27706553      (0.047)     99.747     2,122.33
12-31-96    Value before Surr Chg                                  21.27706553       0.000      99.747     2,122.33
12-31-96    Surrender Charge                           (42.50)     21.27706553      (1.997)     97.750     2,079.83
Cumulative Total Rtns. without/with chgs.                              112.77% C                            107.98% E
Avg. Annual Total Rtns. without/with chgs.                              20.76% D                             20.07% F
<FN>
C = (Unit Value as of December  31, 1996 - Unit Value at  Purch.)/Unit  Value at Purch.
D = [(C+1)^(1/Years since Inception)]-1
E = (Accumulated  Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/Years since Inception)]-1
</FN>
</TABLE>



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