ALLIANZ LIFE VARIABLE ACCOUNT B
485BPOS, 1997-04-25
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                                                            File Nos. 33-72046
                                                                     811-05618
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   ( )
            Pre-Effective Amendment No.                                   ( )
            Post-Effective Amendment No.          5                       (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
            Amendment No.    30                                           (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>
Item No.                                                  Location
- --------                                                  --------
<S>       <C>                                             <C>
                             PART A
Item 1.   Cover Page . . . . . . . . . . . . . . . . . .  Cover Page

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

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

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

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

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

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

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

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

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

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

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

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

Item 14.  Table of Contents of the Statement of           Table of Contents of
          Additional Information. . . . . . . . . . . .   the Statement of
                                                          Additional Informa-
                                                          tion
</TABLE>
                        CROSS REFERENCE SHEET (cont'd)
                            (Required by Rule 495)
<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

                                 Part C

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

                                 Part A

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

                    Supplement Dated _______________, 1997 to

                        Prospectus Dated May 1, 1997

         The  following  information  replaces  the  section  entitled  "Annuity
Provisions - Annuity Options" contained in the Prospectus:

         Annuity Options

         Instead of having the proceeds paid in one sum, the Contract  Owner may
select an Annuity  Option.  The  Annuity  Options  are  available  on a fixed or
variable basis or a combination  fixed and variable basis. If the Contract Owner
does not choose an Annuity  Option,  Option 2 with 60 monthly  annuity  payments
guaranteed  will  automatically  be applied.  The following  Annuity Options are
available or any other Annuity Option acceptable to the Company:

         OPTION 1. LIFE ANNUITY.  The Company will make monthly annuity payments
         during the life of the Annuitant, ceasing with the last annuity payment
         due prior to the Annuitant's death.

         OPTION  2.  LIFE  ANNUITY  WITH 60,  120,  180 OR 240  MONTHLY  ANNUITY
         PAYMENTS  GUARANTEED.  The Company will make monthly  annuity  payments
         during  the  life  of the  Annuitant  with a  guarantee  that if at the
         Annuitant's death, payments have been made for less than the guaranteed
         period  selected,  monthly  annuity  payments  will  continue  for  the
         remainder of the  guaranteed  period.  The Contract  Owner may elect to
         have the  present  value of the  guaranteed  monthly  annuity  payments
         remaining,  as of the date of the Company  receives proof of the claim,
         commuted and paid in a lump sum as set forth in the Contract.

         OPTION 3.  JOINT  AND LAST  SURVIVOR  ANNUITY.  The  Company  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
         then  living,  annuity  payments  will  continue  to be paid during the
         remaining  lifetime of the joint  Annuitant at a level of 100%,  75% or
         50% of the previous level, as selected.  Monthly annuity  payments will
         cease with the final annuity  payment due prior to the last  survivor's
         death.

         OPTION 4. JOINT AND LAST  SURVIVOR  ANNUITY  WITH 60,  120,  180 OR 240
         MONTHLY  ANNUITY  PAYMENTS  GUARANTEED.  The Company  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
         then  living,  annuity  payments  will  continue  to be paid during the
         remaining  lifetime  of the  joint  Annuitant  at 100% of the  previous
         level.  If, when the last surviving  Annuitant dies,  annuity  payments
         have been made for less than the selected  guaranteed  period,  monthly
         annuity  payments  will  continue to be made for the  remainder  of the
         guaranteed  period.  The  Contract  Owner may elect to have the present
         value of the guaranteed monthly annuity payments  remaining,  as of the
         date the Company  receives  proof of the claim,  commuted and paid in a
         lump sum as set forth in the Contract.

         OPTION 5. REFUND LIFE  ANNUITY.  The Company will make monthly  annuity
         payments  during the  lifetime of the  Annuitant  ceasing with the last
         annuity  payment  due prior to the  Annuitant's  death with a guarantee
         that at the  Annuitant's  death,  the  Contract  Owner  will  receive a
         refund.  For a fixed  annuity,  the  amount of the  refund  will be any
         excess of the amount of the adjusted  Contract Value applied under this
         annuity  option over the total of all annuity  payments made under this
         option.  For a variable  annuity,  the amount of the refund will be the
         then dollar value of the number of annuity  units equal to the adjusted
         Contract  Value applied to this annuity  option  divided by the annuity
         unit value  used to  determine  the first  annuity  payment,  minus the
         product of the number of the annuity units  represented by each monthly
         annuity payment and the number of payments made.

         The  Prospectus  is  revised so that the  Contract  Owner  remains  the
Contract Owner after the Income Date.

         The "Death of the Contract  Owner  Before the Income  Date"  section is
revised  regarding  the  determination  of the  amount of the death  benefit  as
follows:

         The  guaranteed  death benefit is the value of the death benefit at the
         time the elected option is processed which is guaranteed to be at least
         the  larger of the  Surrender  Value or the  Guaranteed  Minimum  Death
         Benefit.  The  Guaranteed  Minimum Death Benefit will be the greater of
         (a) or (b) below:

         (a) the sum of all purchase  payments made less any  surrenders and any
         Contingent  Deferred Sales Charge paid on such surrenders,  accumulated
         at 5% each  Contract  Anniversary  prior to the earlier of the Contract
         Owner's 81st birthday or the date of death.

         (b)  the  greatest  sixth  Contract   anniversary  value  for  Contract
         anniversaries  prior  to the  earlier  of  the  Contract  Owner's  81st
         birthday or the date of death. The sixth Contract  anniversary value is
         equal to the Contract  Value on the sixth Contract  anniversary  (i.e.,
         6th, 12th,  18th,  etc.) increased by the dollar amount of any purchase
         payments  made  since that  anniversary,  and  decreased  by the dollar
         amount of any surrenders and Contingent  Deferred Sales Charges paid on
         such surrenders since that anniversary.

         Upon the earlier of the Owner's 81st birthday or the date of death, and
         thereafter, the Minimum Guaranteed Death Benefit will only be increased
         by subsequent purchase payments and decreased by subsequent  surrenders
         and any Contingent  Deferred Sales Charge paid on such  surrenders.  If
         there are multiple  Contract Owners,  the age of the oldest Joint Owner
         will be used in determining the Guaranteed Death Benefit.

         The following  provision is added to the Prospectus after "Death of the
Contract Owner Before the Income Date" :

Death of Contract Owner after the Income Date.

         If the Contract Owner or any Joint Owner die after the Income Date, any
remaining  payments  under the Annuity  Option elected will continue at least as
rapidly as under the method of distribution  in effect at such Contract  Owner's
death.  Upon the  death  of the  Contract  Owner  after  the  Income  Date,  the
Beneficiary becomes the Contract Owner.

         The "Death of the Annuitant Prior to the Income Date" and the "Death of
the Annuitant  After the Income Date" sections are deleted and replaced with the
following section.

Death of the Annuitant.

         If the Annuitant  who is not the Contract  Owner dies before the Income
Date,  the Contract  Owner will become the Annuitant  unless the Contract  Owner
designates a new Annuitant (subject to the Company's  underwriting rules then in
effect).  If the  Contract  Owner  is a  non-natural  person,  the  death of the
Annuitant will be treated as the death of the Contract Owner and a new Annuitant
may not be  designated.  If the Annuitant  dies after the Income Date, the death
benefit,  if any,  will be  specified  in the  Annuity  Option  selected.  Death
benefits will be paid at least as rapidly as under the method of distribution in
effect at the Annuitant's death.
                                 
    



                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
            Home Office:                      Valuemark Service Center:
            1750 Hennepin Avenue              300 Berwyn Park
            Minneapolis, MN 55403-2195        P.O. Box 3031
            (800) 542-5427                    Berwyn, PA 19312-0031
                                              (800) 624-0197


                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                   May 1, 1997
    
                                       
The Individual  Flexible Payment Variable  Annuity  Contracts (the  "Contracts")
described in this  Prospectus  provide for  accumulation  of Contract Values and
eventual payment of monthly annuity payments.  The Contracts are designed to aid
individuals in long-term  planning for retirement or other  long-term  purposes.
This is not appropriate as a trading vehicle.

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

Purchase payments for the Contracts will be allocated to a segregated investment
account of Allianz Life Insurance Company of North America (the "Company") which
account has been  designated  Allianz  Life  Variable  Account B (the  "Variable
Account") or to the Company's Fixed Account. IN WASHINGTON, THE FIXED ACCOUNT IS
NOT AVAILABLE UNTIL APPROVED BY THE WASHINGTON INSURANCE DEPARTMENT.

   
The  Variable  Account  invests  in  shares of  Franklin  Valuemark  Funds  (the
"Trust").  The Trust is a series fund with twenty-three  Funds: the Money Market
Fund, the High Income Fund,  the Templeton  Global Income  Securities  Fund, the
U.S. Government Securities Fund, the Zero Coupon Funds-2000,  2005 and 2010, the
Growth and Income Fund, the Income Securities Fund, the Mutual Shares Securities
Fund, the Real Estate  Securities Fund, the Rising Dividends Fund, the Templeton
Global Asset  Allocation Fund, the Utility Equity Fund, the Capital Growth Fund,
the Mutual Discovery Securities Fund, the Natural Resources Securities Fund, the
Small Cap Fund,  the Templeton  Developing  Markets  Equity Fund,  the Templeton
Global  Growth Fund,  the  Templeton  International  Equity Fund,  the Templeton
International  Smaller  Companies  Fund and the Templeton  Pacific  Growth Fund.
Prior to May 1,  1997 the  Natural  Resources  Securities  Fund was known as the
Precious  Metals Fund.  See  "Highlights"  and "Tax Status" for a discussion  of
owner control of the underlying investments in a variable annuity contract.
    

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

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

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

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

   
THIS  PROSPECTUS 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.
    

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

   
This  Prospectus  and the Statement of Additional  Information  are dated May 1,
1997 and may be amended from time to time.
    

This Prospectus should be kept for future reference.

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

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

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

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

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

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

Annuity Period - The period starting on the Income Date.

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

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

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

Contract  Owner - The  person(s)  or entity who own the Contract as named in the
Company's  records as the owner or Joint Owner.  If Joint Owners are named,  all
references to Contract Owner shall mean the Joint Owners.

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

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

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

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

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

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

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

Joint Owner - If there is more than one  Contract  Owner,  each  Contract  Owner
shall be a Joint Owner of the Contract. Joint Owners have equal ownership rights
and must  both  authorize  any  exercising  of  those  ownership  rights  unless
otherwise  allowed  by the  Company.  Any Joint  Owner must be the spouse of the
other Joint Owner (except in Pennsylvania).

Non-Qualified  Contracts - Contracts issued under  Non-Qualified  Plans which do
not receive  favorable tax treatment  under  Sections 401,  403(b) or 408 of the
Internal Revenue Code of 1986, as amended (the "Code").

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

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

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

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

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

Variable Account - A separate  investment account of the Company,  designated as
Allianz Life Variable Account B, into which purchase payments may be allocated.

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

Purchase payments for the Contracts will be allocated to a segregated investment
account of Allianz Life Insurance Company of North America (the "Company") which
has been designated Allianz Life Variable Account B (the "Variable  Account") or
to the  Company's  Fixed  Account.  IN  WASHINGTON,  THE  FIXED  ACCOUNT  IS NOT
AVAILABLE UNTIL APPROVED BY THE WASHINGTON INSURANCE DEPARTMENT.

   
The  Variable  Account  invests  in  shares of  Franklin  Valuemark  Funds  (the
"Trust").  (See "Franklin Valuemark Funds.") CONTRACT OWNERS BEAR THE INVESTMENT
RISK FOR ALL AMOUNTS ALLOCATED TO THE VARIABLE ACCOUNT.

The  Contract may be returned  within 10 days (or for a longer  period in states
where required) after it is received ("Free-Look  Period").  It can be mailed or
delivered to either the Company or the agent who sold it. Return of the Contract
by mail is  effective  on  being  postmarked,  properly  addressed  and  postage
prepaid.  The  returned  Contract  will be treated as if the  Company  had never
issued it. The Company will promptly  refund the Contract  Value in states where
permitted.  This may be more or less than the purchase payments. In states where
required  and  where  the  Contract  is  purchased  pursuant  to  an  Individual
Retirement Annuity, the Company will promptly refund the purchase payments, less
any surrenders.  The Company has reserved the right to allocate initial purchase
payments to the Money Market  Sub-Account  (except those  allocated to the Fixed
Account)  until the expiration of the Free-Look  Period.  If the Company does so
allocate the initial purchase payment to the Money Market  Sub-Account,  it will
refund  the  greater  of the  purchase  payments,  less any  surrenders,  or the
Contract Value. It is the Company's  current  practice to directly  allocate the
initial  purchase  payment to the  Sub-Accounts  and/or to the Fixed  Account as
selected by the Contract Owner.

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


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

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

Variable Account Annual Expenses
(as a percentage of average account value)
Mortality and Expense Risk Charge........................    1.25%
Administrative Expense Charge............................     .15%
                                                            ------
Total Variable Account Annual Expenses...................    1.40%

*Once each Contract Year, a Contract  Owner may surrender up to fifteen  percent
(15%) of purchase  payments paid less any prior surrenders  without  incurring a
Contingent  Deferred  Sales  Charge.  If no  surrender is made during a Contract
Year, the 15% is cumulative  into future years.  If less than 15% is surrendered
in a Contract Year,  the remaining  percentage is not available in future years.
See  also   "Surrenders  -  Systematic   Withdrawal"   and   "Surrenders-Minimum
Distribution Program" for additional options.

   
**The  Contract  provides that if more than three  transfers have been made in a
Contract  Year,  the Company  reserves  the right to deduct a transfer fee which
shall not  exceed  the  lesser of $25 or 2% of the  amount  transferred.  Market
timing transfers may not be permitted.
    


<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 "Franklin
Valuemark Funds" in this Prospectus and "Management" in the Trust prospectus.

The "Management and Fund  Administration  Fees" below include investment advisory and other management and administrative fees not
included as "Other Expenses" that were paid to the Managers and Fund Administrators to the Trust for the 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 (see
explanatory  footnotes  below).  The purpose of the Table is to assist the Contract Owner in understanding the costs of investing,
directly or indirectly, in the Contract.
                                                                                  Management
                                                                                   and Fund         Other   Total Annual
                                                                             Administration Fees1 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 Fund6...........................................         .95%           .10%       1.05%
Mutual Shares Securities Fund6..............................................         .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 Discovery  Securities Fund and the Mutual Shares  Securities Fund; other Funds pay for similar
services  indirectly  through the Management  Fee. See  "Management"  in the Trust  Prospectus for further  information  regarding
Management and Fund Administration Fees.
2Franklin  Advisers,  Inc.  agreed in advance to waive a portion of its  Management  Fee and to make  certain  payments  to reduce
expenses of the Money Market Fund during 1996 and is currently  continuing  this  arrangement  in 1997.  This  arrangement  may be
terminated at any time.  With this reduction,  actual  Management Fees and Total Annual Expenses of the Money Market Fund for 1996
were 0.41% and 0.43%, respectively 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.
4Net of management fees waived and/or expense  reimbursements.  Although not obligated to, Franklin  Advisers,  Inc. has agreed in
advance to waive a portion of its management  fees and to make certain  payments to reduce expenses of the three Zero Coupon Funds
through at least December 31, 1997 such that the aggregate  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 Management and Fund  Administration  Fees respectively 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 Templeton  International  Smaller  Companies Fund and the Capital Growth Fund commenced  operations May 1, 1996. The expenses
shown are estimated expenses for the Funds for 1997.
6The Mutual Discovery  Securities Fund and the Mutual Shares Securities Fund commenced  operations  November 8, 1996. The expenses
shown are estimated expenses for the Funds for 1997.
</FN>
</TABLE>
    

<PAGE>


<TABLE>
<CAPTION>
The following Tables reflect expenses of the Variable Account as well as of the Trust. The dollar figures should not be considered
a representation of past or future expenses. Actual expenses may be greater or less than those shown. The $30 Contract Maintenance
Charge is included  in the  Examples  as a prorated  charge of $1 based on a Contract  account  size of  $30,000.  For  additional
information, see "Charges and Deductions" in this Prospectus and "Management" in the Trust Prospectus.

Premium taxes are not reflected in the Tables. Premium taxes may apply.

Examples

If the Contract is fully surrendered at the end of the applicable time period and no prior surrenders have occurred,  the Contract
Owner  would have  incurred  the  following  expenses on a $1,000  investment,  assuming a 5% annual  return on assets  compounded
annually:
                                                                                   1 Year    3 Years   5 Years  10 Years
                                                                                    ----      -----     -----     -----
<S>                                                                                  <C>       <C>      <C>       <C>
   
Money Market Fund..............................................................      $72       $ 86     $113      $235
Growth and Income Fund.........................................................      $71       $ 85     $111      $232
Natural Resources Securities Fund..............................................      $73       $ 89     $119      $248
Real Estate Securities Fund....................................................      $72       $ 87     $115      $240
Utility Equity Fund............................................................      $71       $ 85     $111      $232
High Income Fund...............................................................      $72       $ 86     $113      $236
Templeton Global Income Securities Fund........................................      $72       $ 88     $117      $244
Income Securities Fund.........................................................      $71       $ 85     $111      $232
U.S. Government Securities Fund................................................      $71       $ 85     $112      $233
Zero Coupon Fund-2000+.........................................................      $70       $ 82     $106      $222
Zero Coupon Fund-2005+.........................................................      $70       $ 82     $106      $222
Zero Coupon Fund-2010+.........................................................      $70       $ 82     $106      $222
Rising Dividends Fund..........................................................      $74       $ 93     $125      $259
Templeton International Equity Fund............................................      $75       $ 97     $131      $273
Templeton Pacific Growth Fund..................................................      $76       $100     $136      $283
Templeton Global Growth Fund...................................................      $76       $ 98     $133      $277
Templeton Developing Markets Equity Fund.......................................      $81       $114     $161      $331
Templeton Global Asset Allocation Fund.........................................      $75       $ 96     $130      $270
Small Cap Fund.................................................................      $74       $ 93     $125      $260
Templeton International Smaller Companies Fund*................................      $78       $105     $145      $300
Capital Growth Fund*...........................................................      $74       $ 93     $125      $260
Mutual Discovery Securities Fund*..............................................      $77       $101     $139      $289
Mutual Shares Securities Fund*.................................................      $75        $95     $129      $268
<FN>
*Estimated
+Calculated with waiver of fees and reimbursement of expenses
</FN>
</TABLE>
    

<PAGE>


<TABLE>
<CAPTION>
If the  Contract  is not  surrendered  at the end of the  applicable  time  period and no prior  surrenders  have  occurred  or is
annuitized,  the Contract Owner would have incurred the following expenses on a $1,000 investment,  assuming a 5% annual return on
assets compounded annually:
                                                                                   1 Year    3 Years   5 Years  10 Years
                                                                                    ----      -----     -----     -----
<S>                                                                                  <C>        <C>     <C>       <C>
   
Money Market Fund..............................................................      $21        $64     $109      $235
Growth and Income Fund.........................................................      $20        $63     $108      $232
Natural Resources Securities Fund..............................................      $22        $67     $115      $248
Real Estate Securities Fund....................................................      $21        $65     $111      $240
Utility Equity Fund............................................................      $20        $63     $108      $232
High Income Fund...............................................................      $21        $64     $110      $236
Templeton Global Income Securities Fund........................................      $21        $66     $113      $244
Income Securities Fund.........................................................      $20        $63     $108      $232
U.S. Government Securities Fund................................................      $20        $63     $108      $233
Zero Coupon Fund-2000+.........................................................      $19        $60     $102      $222
Zero Coupon Fund-2005+.........................................................      $19        $60     $102      $222
Zero Coupon Fund-2010+.........................................................      $19        $60     $102      $222
Rising Dividends Fund..........................................................      $23        $71     $121      $259
Templeton International Equity Fund............................................      $24        $75     $128      $273
Templeton Pacific Growth Fund..................................................      $25        $78     $133      $283
Templeton Global Growth Fund...................................................      $25        $76     $130      $277
Templeton Developing Markets Equity Fund.......................................      $30        $92     $157      $331
Templeton Global Asset Allocation Fund.........................................      $24        $74     $126      $270
Small Cap Fund.................................................................      $23        $71     $121      $260
Templeton International Smaller Companies Fund*................................      $27        $83     $141      $300
Capital Growth Fund*...........................................................      $23        $71     $121      $260
Mutual Discovery Securities Fund*..............................................      $26        $79     $136      $289
Mutual Shares Securities Fund*.................................................      $24        $73     $125      $268
<FN>
*Estimated
+Calculated with waiver of fees and reimbursement of other expenses
</FN>
</TABLE>
    

<PAGE>


<TABLE>
<CAPTION>
Condensed Financial Information

The consolidated  financial  statements of Allianz Life Insurance Company of North America and the financial statements of Allianz
Life Variable Account B may be found in the Statement of Additional Information.

   
The table below gives per accumulation unit information about the financial history of each Sub-Account from the inception of each
to December 31, 1996.
    

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

   
                                                  YEAR      YEAR      YEAR      YEAR      YEAR      YEAR     YEAR   PERIOD FROM
(NUMBER OF UNITS IN THOUSANDS)                   ENDED     ENDED     ENDED     ENDED     ENDED     ENDED    ENDED   INCEPTION**
                                                DEC. 31,  DEC. 31,  DEC. 31,  DEC. 31,  DEC. 31,  DEC. 31, DEC. 31, TO DEC. 31,
SUB-ACCOUNTS:                                     1996      1995      1994      1993      1992      1991     1990      1989
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>       <C>       <C>       <C>       <C>       <C>      <C>        <C>
MONEY MARKET
Unit value at beginning of period........       $12.883   $12.354   $12.066   $11.932   $11.742   $11.288  $10.637    $10.000
Unit value at end of period..............       $13.359   $12.883   $12.354   $12.066   $11.932   $11.742  $11.288    $10.637
Number of units outstanding at end of period     28,060    31,040    39,437    10,247     6,951     5,682    5,768      1,199

GROWTH AND INCOME
Unit value at beginning of period........       $17.310   $13.215   $13.677   $12.574   $11.949    $9.803  $10.180    $10.000
Unit value at end of period..............       $19.490   $17.310   $13.215   $13.677   $12.574   $11.949   $9.803    $10.180
Number of units outstanding at end of period     50,027    46,893    35,695    24,719    17,144     9,671    5,356      1,662

NATURAL RESOURCES SECURITIES*
Unit value at beginning of period........       $14.109   $13.979  $14.464     $9.424   $10.635   $10.387  $12.247    $10.000
Unit value at end of period..............       $14.467   $14.109  $13.979    $14.464    $9.424   $10.635  $10.387    $12.247
Number of units outstanding at end of period      6,998     6,919    8,285      4,685     1,419       833    1,015        167

HIGH INCOME
Unit value at beginning of period........       $17.252   $14.608  $15.155    $13.278   $11.583    $9.026  $10.021    $10.000
Unit value at end of period..............       $19.375   $17.252  $14.608    $15.155   $13.278   $11.583   $9.026    $10.021
Number of units outstanding at end of period     20,736    18,756   15,679     11,787     4,780     1,923    1,056        612

REAL ESTATE SECURITIES
Unit value at beginning of period........       $18.073   $15.594  $15.369    $13.095   $11.848    $9.000  $10.368    $10.000
Unit value at end of period..............       $23.668   $18.073  $15.594    $15.369   $13.095   $11.848   $9.000    $10.368
Number of units outstanding at end of period     12,757    10,998   11,645      5,589     1,052       394      200         57

U.S. GOVERNMENT SECURITIES
Unit value at beginning of period........       $16.298   $13.835  $14.698    $13.586   $12.798   $11.199  $10.427    $10.000
Unit value at end of period..............       $16.650   $16.298  $13.835    $14.698   $13.586   $12.798  $11.199    $10.427
Number of units outstanding at end of period     44,598    34,313   36,490     40,402    25,054   14,426     5,450      1,102

UTILITY EQUITY
Unit value at beginning of period........       $19.565   $15.104  $17.319    $15.889   $14.821   $12.062  $12.010    $10.000
Unit value at end of period..............       $20.654   $19.565  $15.104    $17.319   $15.889   $14.821  $12.062    $12.010
Number of units outstanding at end of period     53,086    66,669   70,082     84,217    39,387    16,188    6,300      1,173

ZERO COUPON - 2000
Unit value at beginning of period........       $18.294   $15.373  $16.717    $14.595   $13.570   $11.446  $10.961    $10.000
Unit value at end of period..............       $18.475   $18.294  $15.373    $16.717   $14.595   $13.570  $11.446    $10.961
Number of units outstanding at end of period      5,636     6,066    4,953      3,787     2,886     2,012    1,041        162

ZERO COUPON - 2005
Unit value at beginning of period........       $20.914  $16.096   $18.050    $14.975   $13.705   $11.545  $11.406    $10.000
Unit value at end of period..............       $20.517  $20.914   $16.096    $18.050   $14.975   $13.705  $11.545    $11.406
Number of units outstanding at end of period      3,579    3,504     2,780      2,020     1,090       795      406         86

ZERO COUPON - 2010
Unit value at beginning of period........       $22.431  $15.930   $18.144    $14.670   $13.482   $11.390  $11.486    $10.000
Unit value at end of period..............       $21.522  $22.431   $15.930    $18.144   $14.670   $13.482  $11.390    $11.486
Number of units outstanding at end of period      3,297    3,437     2,589      1,405       849     1,150      581        194

TEMPLETON GLOBAL INCOME SECURITIES
Unit value at beginning of period........       $15.522  $13.726   $14.650    $12.733   $12.962   $11.706  $10.813    $10.000
Unit value at end of period..............       $16.781  $15.522   $13.726    $14.650   $12.733   $12.962  $11.706    $10.813
Number of units outstanding at end of period     11,857   14,181    16,855     13,054     5,487     2,979    1,322        278
    
</TABLE>

<TABLE>
<CAPTION>

<PAGE>
   

                                                  YEAR     YEAR      YEAR       YEAR       YEAR      YEAR     YEAR   PERIOD FROM
(NUMBER OF UNITS IN THOUSANDS)                   ENDED    ENDED     ENDED      ENDED      ENDED     ENDED    ENDED   INCEPTION**
                                                DEC.31,  DEC.31,   DEC.31,    DEC.31,    DEC.31,   DEC.31,  DEC.31,  TO DEC. 31,
SUB-ACCOUNTS:                                    1996     1995      1994       1993       1992      1991     1990        1989
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>       <C>       <C>       <C>        <C>       <C>      <C>        <C>
INCOME SECURITIES
Unit value at beginning of period........       $19.785  $16.392   $17.734    $15.163    $13.580    $9.842  $10.783   $10.000
Unit value at end of period..............       $21.708  $19.785   $16.392    $17.734    $15.163   $13.580   $9.842   $10.783
Number of units outstanding at end of period     57,504   59,309    56,569     38,967     11,397     4,472    3,011     1,508

TEMPLETON PACIFIC GROWTH
Unit value at beginning of period........       $13.630  $12.802   $14.233     $9.761    $10.000**  NA       NA        NA
Unit value at end of period..............       $14.932  $13.630   $12.802    $14.233     $9.761    NA       NA        NA
Number of units outstanding at end of period     22,061   22,483    27,231     14,240        534    NA       NA        NA

RISING DIVIDENDS
Unit value at beginning of period........       $12.498   $9.769   $10.327    $10.848    $10.000**  NA       NA        NA
Unit value at end of period..............       $15.303  $12.498    $9.769    $10.327    $10.848    NA       NA        NA
Number of units outstanding at end of period     35,569   33,789    28,778     26,256      8,388    NA       NA        NA

TEMPLETON INTERNATIONAL EQUITY
Unit value at beginning of period........       $13.263  $12.161   $12.226     $9.642    $10.000**  NA       NA        NA
Unit value at end of period..............       $16.081  $13.263   $12.161    $12.226     $9.642    NA       NA        NA
Number of units outstanding at end of period     64,375   59,883    60,464     24,026      1,329    NA       NA
NA

TEMPLETON DEVELOPING MARKETS EQUITY
Unit value at beginning of period........        $9.582   $9.454   $10.000**   NA         NA        NA       NA        NA
Unit value at end of period..............       $11.487   $9.582    $9.454     NA         NA        NA       NA        NA
Number of units outstanding at end of period     22,423   15,618     9,774     NA         NA        NA       NA        NA

TEMPLETON GLOBAL GROWTH
Unit value at beginning of period........       $11.339  $10.201   $10.000**   NA         NA        NA        NA       NA
Unit value at end of period..............       $13.560  $11.339   $10.201     NA         NA        NA        NA       NA
Number of units outstanding at end of period     40,327   28,309    14,637     NA         NA        NA        NA       NA

TEMPLETON GLOBAL ASSET ALLOCATION
Unit value at beginning of period........       $10.591  $10.000**  NA         NA         NA        NA        NA       NA
Unit value at end of period..............       $12.514  $10.591    NA         NA         NA        NA        NA       NA
Number of units outstanding at end of period      4,104    1,338    NA         NA         NA        NA        NA       NA

SMALL CAP
Unit value at beginning of period........       $10.146  $10.000**  NA         NA         NA        NA        NA       NA
Unit value at end of period..............       $12.913  $10.146    NA         NA         NA        NA        NA       NA
Number of units outstanding at end of period     12,784    1,302    NA         NA         NA        NA        NA       NA

TEMPLETON INTERNATIONAL SMALLER COMPANIES
Unit value at beginning of period........       $10.000** NA        NA         NA         NA        NA        NA       NA
Unit value at end of period..............       $11.145   NA        NA         NA         NA        NA        NA       NA
Number of units outstanding at end of period     1,388    NA        NA         NA         NA        NA        NA       NA

CAPITAL GROWTH
Unit value at beginning of period........       $10.000** NA        NA         NA         NA        NA        NA       NA
Unit value at end of period..............       $11.254   NA        NA         NA         NA        NA        NA       NA
Number of units outstanding at end of period      3,722   NA        NA         NA         NA        NA        NA       NA

MUTUAL DISCOVERY SECURITIES
Unit value at beginning of period........       $10.000** NA        NA         NA         NA        NA        NA       NA
Unit value at end of period..............       $10.180   NA        NA         NA         NA        NA        NA       NA
Number of units outstanding at end of period      1,471   NA        NA         NA         NA        NA        NA       NA

MUTUAL SHARES SECURITIES
Unit value at beginning of period........       $10.000** NA        NA         NA         NA        NA        NA       NA
Unit value at end of period..............       $10.330   NA        NA         NA         NA        NA        NA       NA
Number of units outstanding at end of period      2,613   NA        NA         NA         NA        NA        NA       NA


<FN>
*Prior to May 1, 1997, the Natural Resources Securities Sub-Account was known as the Precious Metals Sub-Account.
**Unit Value at inception was $10.00.
</FN>
    
</TABLE>

   
Accumulation  Unit  Value at the  inception  was  $10.00  for each  Sub-Account.
Inception  was  1/24/89  for the  Growth and  Income,  Templeton  Global  Income
Securities,  High Income, Income Securities,  Natural Resources Securities, Real
Estate Securities, Utility Equity and Money Market Sub-Accounts; 3/14/89 for the
U.S. Government  Securities and the three Zero Coupon Sub-Accounts;  1/27/92 for
the Rising  Dividends,  Templeton  International  Equity and  Templeton  Pacific
Growth  Sub-Accounts;  3/15/94 for the  Templeton  Global  Growth and  Templeton
Developing  Markets Equity  Sub-Accounts;  5/1/95 for the Templeton Global Asset
Allocation  Sub-Account;  11/1/95 for the Small Cap Sub-Account;  5/1/96 for the
the Templeton  International  Smaller Companies and Capital Growth Sub-Accounts;
and 11/8/96 for the Mutual Shares  Securities  and Mutual  Discovery  Securities
Sub-Accounts.
    

The Company
- --------------------------------------------------------------------------------

Allianz Life Insurance  Company of North America (the "Company") is a stock life
insurance  company  organized  under the laws of the state of Minnesota in 1896.
The Company is a  wholly-owned  subsidiary of Allianz  Versicherungs-AG  Holding
("Allianz").  Allianz is headquartered in Munich, Germany, and has sales outlets
throughout  the world.  The Company offers fixed and variable life insurance and
annuities, and group life, accident and health insurance.

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

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

The Variable Account
- -------------------------------------------------------------------------------

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

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

The Variable  Account  meets the  definition of a "separate  account"  under the
federal securities laws.

The  Variable  Account  is  divided  into  Sub-Accounts  with the assets of each
Sub-Account invested in one of the Funds of Franklin Valuemark Funds. Currently,
there are twenty-three Funds available under Franklin Valuemark Funds.

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

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

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

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

The  Managers  are direct or  indirect  wholly-owned  subsidiaries  of  Franklin
Resources,  Inc., a publicly-owned holding company. The Managers, subject to the
overall policies, control, direction, and review of the Board of Trustees of the
Trust,  are responsible for  recommending  and providing  advice with respect to
each Fund's investments, and for determining which securities will be purchased,
retained or sold as well as for  execution  of portfolio  transactions.  Certain
Managers have retained one or more sub-advisers.

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

Franklin Templeton Investor  Services,  Inc., also a wholly-owned  subsidiary of
Franklin  Resources,  Inc.,  maintains  the records of the  Trust's  shareholder
accounts,  processes  purchases and  redemptions  of shares,  and serves as each
Fund's dividend paying agent.

The following Funds are available:

FUND SEEKING STABILITY
OF PRINCIPAL AND INCOME
 Money Market Fund

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

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

   
FUNDS SEEKING CAPITAL GROWTH
 Capital Growth Fund
 Mutual Discovery Securities Fund
 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
    

General

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

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

Substitution of Securities

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

   
Voting Privileges
    

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

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

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

Charges and Deductions
- -------------------------------------------------------------------------------

   
Various  charges and deductions  are made from Contract  Values and the Variable
Account. These charges and deductions are:
    

Deduction for Contingent Deferred
Sales Charge (Sales Load)

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

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

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

   
Once each Contract  Year,  Contract  Owners may surrender up to fifteen  percent
(15%) of purchase  payments paid less any prior surrenders  without  incurring a
Contingent Deferred Sales Charge ("free surrender  amount").  If no surrender is
made during a Contract  Year, the 15% is cumulative  into future years.  If less
than 15% is  surrendered  in a Contract  Year,  the remaining  percentage is not
available in future years. No Contingent  Deferred Sales Charge will be deducted
from  purchase  payments  which have been held under the  Contract for more than
five  (5)  Contract  Years  or as  annuity  payments.  See  also  "Surrenders  -
Systematic  Withdrawal." The Company may also eliminate or reduce the Contingent
Deferred Sales Charge under the Company procedures then in effect. (See "Charges
and Deductions - Reduction or Elimination of Contingent Deferred Sales Charge.")
    

For a partial surrender,  the Contingent  Deferred Sales Charge will be deducted
from the remaining Contract Value, if sufficient;  otherwise it will be deducted
from the amount surrendered. The amount deducted from the Contract Value will be
determined  by canceling  Accumulation  Units from each  applicable  Sub-Account
and/or  subtracting values from the Fixed Account in the ratio that the value of
each Sub-Account and/or the Fixed Account bears to the total Contract Value. The
Contract Owner must specify in writing in advance which units are to be canceled
or values are to be reduced if other than the above  method of  cancellation  is
desired.

       

Reduction or Elimination of
Contingent Deferred Sales Charge

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

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

Deduction for Mortality and Expense Risk Charge

   
The Company  deducts on each  Valuation Date a Mortality and Expense Risk Charge
which is equal,  on an annual basis, to 1.25% of the average daily net assets of
the Variable  Account.  The mortality  risk borne by the Company arises from its
contractual  obligation to make annuity payments  (determined in accordance with
the Annuity Options and other provisions contained in the Contracts)  regardless
of how long all Annuitants may live.  This  undertaking  assures that neither an
Annuitant's own longevity,  nor an improvement in life  expectancy  greater than
expected,  will have any adverse  effect on the annuity  payments the  Annuitant
will receive  under the  Contract.  Furthermore,  the Company  bears a mortality
risk,  regardless of the Annuity  Option  selected,  in that it  guarantees  the
purchase  rates for the annuity  income  options  available  under the  Contract
whether for fixed payment options or variable payment options. In addition,  the
Company assumes a mortality risk for the guaranteed death benefit provided under
the  Contract.  The  expense  risk  assumed  by the  Company  is that all actual
expenses involved in administering the Contracts, including Contract maintenance
costs,  administrative  costs, mailing costs, data processing costs, legal fees,
accounting  fees,  filing fees,  and the costs of other  services may exceed the
amount  recovered from the Contract  Maintenance  Charge and the  Administrative
Expense  Charge.  The  Mortality  and Expense Risk Charge is  guaranteed  by the
Company and cannot be increased.
    

       

Deduction for Administrative Expense Charge

   
The Company  deducts on each  Valuation  Date an  Administrative  Expense Charge
which is equal,  on an annual basis, to 0.15% of the average daily net assets of
the Variable Account. This charge, together with the Contract Maintenance Charge
(see  below),  is to  reimburse  the Company  for the  expenses it incurs in the
establishment and maintenance of the Contracts and the Variable  Account.  These
expenses  include,  but  are  not  limited  to:  preparation  of the  Contracts,
confirmations,  annual  reports and  statements,  maintenance  of Contract Owner
records,  maintenance  of Variable  Account  records,  administrative  personnel
costs, mailing costs, data processing costs, legal fees, accounting fees, filing
fees, the costs of other services  necessary for Contract Owner  servicing,  and
all accounting, valuation, regulatory and reporting requirements.
    

Deduction for Contract Maintenance Charge

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

Deduction for Premium Taxes

Premium  taxes  or  other  taxes  payable  to a  state,  municipality  or  other
governmental  entity will be charged against the Contract Values.  Premium taxes
currently  imposed by certain  states on the Contracts  range from 0% to 3.5% of
premiums paid.  Some states assess  premium taxes at the time purchase  payments
are made;  others assess premium taxes at the time annuity  payments begin.  The
Company will, in its sole  discretion,  determine when taxes have resulted from:
the investment experience of the Variable Account; receipt by the Company of the
purchase  payment(s);  or commencement of annuity payments.  The Company may, at
its sole discretion, pay taxes when due and deduct that amount from the Contract
Value at a later date.  Payment at an earlier  date does not waive any right the
Company may have to deduct amounts at a later date.

Deduction for Income Taxes

While the Company is not currently  maintaining  a provision for federal  income
taxes,  the Company has reserved  the right to establish a provision  for income
taxes if it determines,  in its sole  discretion,  that it will incur a tax as a
result of the operation of the Variable Account. The Company will deduct for any
income taxes incurred by it as a result of the operation of the Variable Account
whether  or not  there was a  provision  for  taxes  and  whether  or not it was
sufficient. Currently, no federal income taxes are assessed against the Variable
Account.  However, if the tax laws should change, the Company reserves the right
to deduct the amount of such taxes from the Variable  Account.  The Company will
deduct any withholding taxes required by applicable law.

Deduction for Trust Expenses

   
There are other  deductions  from the  assets of  Franklin  Valuemark  Funds for
operating  expenses  (including  management  fees),  which are  described in the
accompanying Trust prospectus.
    

Deduction for Transfer Fee

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

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

Ownership

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

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

Assignment

The  Contract  Owner may  assign  the  Contract  at any time  during  his or her
lifetime.  The Company will not be bound by any assignment  until written notice
is received by the Company at its Valuemark  Service Center.  The Company is not
responsible for the validity of any assignment.  The Contract Owner's rights and
those of any  revocably-named  person  will be  subject  to the  assignment.  An
assignment  will not affect any  payments  the  Company  may make or actions the
Company may take  before  such  assignment  has been  recorded at its  Valuemark
Service Center.

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

Beneficiary

One or more  Beneficiaries  and/or  Contingent  Beneficiaries  are  named by the
Contract Owner and, unless  changed,  are entitled to receive any death benefits
to be paid.  Upon the death of either Joint Owner prior to the Income Date,  the
surviving Joint Owner, if any, will be the designated  Beneficiary and any other
Beneficiary named will be treated as a Contingent Beneficiary,  unless otherwise
indicated.

Change of Beneficiary

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

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

Annuitant

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

Death of the Contract Owner
Before the Income Date

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

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

2.  On each  Contract  Anniversary,  but not  beyond  the  Contract  Anniversary
following the Contract Owner's 80th birthday,  the guaranteed death benefit will
be determined as follows:
    a. the guaranteed death benefit as of the previous Contract Anniversary;
    b. plus any purchase payments made during the previous Contract Year;
    c. minus any amounts surrendered during the previous Contract Year;
    d. the sum of a, b and c multiplied by 1.05.

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

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

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

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

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

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

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

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

Death of the Annuitant Prior to the Income Date

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

Death of the Annuitant After the Income Date

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

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

Income Date

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

Change in Income Date and Annuity Option

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

Annuity Options

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

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

The following Annuity Options are available:

LIFE  ANNUITY.  Monthly  annuity  payments  are  paid  during  the  life  of the
Annuitant,  ceasing with the last annuity  payment due prior to the  Annuitant's
death.

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

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

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

Annuity Units

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

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

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

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

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

Purchase Payments

   
The Contracts may be purchased under a flexible purchase payment plan.  Purchase
payments are payable in the frequency and in the amount selected by the Contract
Owner.  The initial  purchase  payment is due on the Effective Date. The initial
purchase payment must be at least $2,000.  Subsequent  purchase payments must be
at least  $250 (or $100 if the  Automatic  Investment  Plan has been  selected).
These minimum amounts are not waived for Qualified  Plans.  The Company reserves
the right to decline any application (except in New Jersey) or purchase payment.
Amounts in excess of $1 million require preapproval by the Company.  The Company
may,  at its sole  discretion,  waive  the  minimum  payment  requirements.  The
Contract  Owner may elect to  increase,  decrease  or change  the  frequency  of
purchase payments.

Automatic Investment Plan

The Automatic  Investment  Plan (AIP) is a program by which a Contract Owner may
make monthly or quarterly  investments  by electronic  funds transfer from their
checking or savings  account if their bank is a member of an Automatic  Clearing
House.  Election of this program may occur at the time a Contract is issued,  or
at any time  thereafter  by  completing  and  signing the  appropriate  form and
returning  it to the  Company.  The form must be  received  in good order by the
first of the month in order for AIP to begin that same month.  Investments  take
place on the 20th of the month,  or the next  business  day. AIP may not be used
for the initial purchase payment.
The minimum investment that may be made by AIP is $100.

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

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

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

Allocation of Purchase Payments

   
Purchase  payments are allocated to one or more of the  Sub-Accounts  within the
Variable  Account or to the Fixed Account as selected by the Contract  Owner. IN
WASHINGTON,  THE FIXED ACCOUNT IS NOT AVAILABLE UNTIL APPROVED BY THE WASHINGTON
INSURANCE DEPARTMENT. For each Sub-Account,  the purchase payments are converted
into  Accumulation  Units.  The number of  Accumulation  Units  credited  to the
Contract is  determined  by  dividing  the  purchase  payment  allocated  to the
Sub-Account by the value of the Accumulation Unit for the Sub-Account.  Purchase
payments allocated to the Fixed Account are credited in dollars.
    

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

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

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

For initial  purchase  payments,  if the forms  required to issue a Contract are
received  in good  order,  the Company  will apply the  purchase  payment to the
Variable Account and credit the Contract with  Accumulation  Units and/or to the
Fixed Account and credit the Contract  with dollars  within two business days of
receipt.

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

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

Transfer of Contract Values

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

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

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

All transfers are subject to the following:

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

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

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

d. Transfers will be effected during the Valuation Period next following receipt
by the Company of a written  transfer  request (or by telephone,  if authorized)
containing all required information.  However, no transfer may be made effective
within seven  calendar  days of the date on which the first  annuity  payment is
due.  No  transfers  may  occur  until  the end of the  Free-Look  Period.  (See
"Highlights.")

e. On or after the Income Date,  the Contract Owner may not make a transfer from
the Fixed  Account to the Variable  Account.  Currently,  on or after the Income
Date, one transfer to the Fixed Account will be allowed.

f. After the Income  Date,  no  transfer  may be made if it would  result in any
selected Sub-Account or the Fixed Account providing less than 10% of the annuity
benefits under the Contract.

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

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

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

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

Dollar Cost Averaging

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

If the Dollar  Cost  Averaging  program is  selected,  the  Contract  Owner must
participate in it for at least six months (or two quarters) and must transfer at
least $500 each month (or  $1,500  each  quarter).  All  Dollar  Cost  Averaging
transfers  will be made  effective the tenth of the month (or the next Valuation
Date if the  tenth of the month is not a  Valuation  Date).  Election  into this
program may occur at any time by properly  completing  the Dollar Cost Averaging
election  form,  returning  it to the  Company by the first of the month,  to be
effective  that  month,  and  insuring  that  sufficient  value is in the source
Sub-Account or the Fixed Account.

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

       

   
Flexible Rebalancing

Once the Contract Owner's money has been invested,  the performance of the Funds
may cause his or her  allocation to shift.  Flexible  Rebalancing is designed to
help Contract Owners maintain their specified allocation mix among the different
Funds.  Contract  Owners may select  which  Funds to  rebalance  (maximum of ten
Funds).  The  Contract  Owner can  instruct  the Company to readjust  his or her
Contract  Value  quarterly,  semi-annually  or annually.  Rebalancing is done on
calendar quarters only (e.g.,  March 20, June 20, September 20 and December 20).
Flexible Rebalancing transfers will be made on the 20th of the month unless that
day is not a  Valuation  Date,  in which case the  transfer  will be made on the
previous Valuation Date. Requests to participate in the program must be received
by the Company by the 8th of the month for  Flexible  Rebalancing  to begin that
month.  Transfers  made  pursuant  to  Flexible  Rebalancing  are not counted in
determining  the  applicability  of the transfer fee. The Contract Owner may not
participate in Flexible Rebalancing and the Dollar Cost Averaging Program at the
same time.
    

Contract Value

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

Accumulation Unit

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

a.  is the net result of

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

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

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

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

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

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

   
NALAC  Financial  Plans,  LLC  ("NFP"),   1750  Hennepin  Avenue,   Minneapolis,
Minnesota,  acts as the  distributor  of the  Contracts.  NFP is a  wholly-owned
subsidiary of the Company.  The Contracts are offered on a continuous basis. NFP
has  subcontracted  with  Franklin  Advisers,  Inc.  ("Advisers")  for it and/or
certain of its affiliates to provide certain  marketing support services and NFP
compensates these entities for their services.
    

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers will be paid commissions, up to an amount currently equal to 6.0%
of purchase payments,  for promotional or distribution  expenses associated with
the  marketing  of  the   Contracts.   The  Company,   by  agreement   with  the
broker-dealer,  pays commissions as a combination of a certain percentage amount
at the time of sale and a trail  commission  (which when  combined  could exceed
6.0% of purchase  payments).  In  addition,  under  certain  circumstances,  the
Company and/or Advisers, or certain of its affiliates, under a marketing support
agreement  with NFP,  may pay certain  sellers for other  services  not directly
related  to  the  sale  of the  Contracts  such  as  special  marketing  support
allowances.  Commissions  may be  recovered  from  broker-dealers  if a full  or
partial surrender occurs within 12 months of a purchase payment.

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

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

   
Certain tax surrender  penalties and  restrictions  may apply to surrenders from
the Contracts.  (See "Tax Status.") For Contracts  purchased in connection  with
403(b)  plans,  the Code  limits  the  surrenders  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,  surrenders  for hardship are restricted to the portion of the Contract
Owner's Contract Value which represents contributions made by the Contract Owner
and does not include any  investment  results.  The  limitations  on  surrenders
became  effective  on  January  1,  1989  and  apply  only to  salary  reduction
contributions  made after  December 31,  1988,  to income  attributable  to such
contributions  and to income  attributable  to amounts  held as of December  31,
1988. The limitations on surrenders do not affect rollovers or transfers between
certain Qualified Plans. Contract Owners should consult their own tax counsel or
other tax adviser regarding any distributions.
    

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

a:   any applicable premium taxes not previously deducted;

b:   any applicable Contract Maintenance Charge; and

c:   any applicable Contingent Deferred Sales Charge.

Systematic Withdrawal

   
The Company permits a systematic  withdrawal plan which enables a Contract Owner
to  pre-authorize  a  periodic  exercise  of the  contractual  surrender  rights
described  above.  Systematic  withdrawal  is not  available  for  Non-Qualified
Contracts where the Contract Owner is under age 591/2. Certain tax penalties and
restrictions may apply to systematic  withdrawals from the Contracts.  (See "Tax
Status - Tax Treatment of Surrenders - Qualified  Contracts.")  Contract  Owners
entering  into such a plan  instruct  the Company to  surrender  a level  dollar
amount from the Contract on a monthly or quarterly basis. Currently,  systematic
withdrawal is available to Contract  Owners who have a Contract Value of $25,000
or more. The amount  deducted will result in the  cancellation  of  Accumulation
Units from each  applicable  Sub-Account  and/or the  reduction of values in the
Fixed Account in the ratio that the value of each  Sub-Account  and/or the Fixed
Account bears to the total  Contract  Value.  The Contract Owner must specify in
writing in advance which units are to be canceled or values are to be reduced if
other than the above mentioned  method of  cancellation is desired.  The Company
reserves the right to modify the eligibility rules at any time,  without notice.
The total  systematic  withdrawal  in a Contract  Year which can be made without
incurring a Contingent  Deferred  Sales Charge is limited to not more than 9% of
the Contract Value.  However,  the 9% limit may be increased to allow systematic
withdrawals  to  meet  the  applicable  minimum  distribution  requirements  for
Qualified  Contracts.  The  exercise of the  systematic  withdrawal  plan in any
Contract Year  replaces the 15% free  surrender  amount which is allowable  each
year. Any other surrender in a year when the systematic withdrawal plan has been
utilized will be subject to the Contingent Deferred Sales Charge.

Minimum Distribution Program

The Company currently makes available a Minimum Distribution Program to Contract
Owners who own Contracts that are  individual  retirement  annuities.  Under the
program,  the Company will make  payments to the Contract  Owner from his or her
Contract  that  are  designed  to  meet  the  applicable  minimum   distribution
requirements  imposed by the Code for individual  retirement  annuities.  If the
Contract  Value is less than  $25,000 at the time the  Contract  Owner elects to
participate in the program, the Company will make payments to the Contract Owner
on an annual  basis.  If the  Contract  Value is $25,000 or more at the time the
Contract Owner elects to  participate  in the program,  the payments can be made
either  monthly or quarterly.  Payments under the Minimum  Distribution  Program
will not be subject to the Contingent  Deferred Sales Charge and will be instead
of the 15% free surrender amount which is allowable each year.
    

Delay of Payments

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

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

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

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

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

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

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

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

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

Performance Data
- -------------------------------------------------------------------------------

Money Market Sub-Account

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

Other Sub-Accounts

   
From time to time,  the Company or NFP may publish the current  yields and total
returns  of the  other  Sub-Accounts  in sales  literature,  advertisements  and
communications  to Contract Owners.  The current yield for each Sub-Account will
be calculated by dividing the annualization of the interest income earned by the
underlying Fund during a recent 30-day period by the maximum  Accumulation  Unit
value at the end of such  period.  Total  return  information  will  include the
Sub-Account's  average  annual total  return over the most recent four  calendar
quarters,  the period from the Sub-Account's  inception of operations,  and, for
Sub-Accounts  in existence for five years or more,  for five years.  The average
annual total return is based upon the value of the  Accumulation  Units acquired
through a hypothetical  $1,000  investment of the Accumulation Unit value at the
beginning of the specified period and the value of the Accumulation  Unit at the
end of such period, assuming reinvestment of all distributions and the deduction
of the  Mortality  and  Expense  Risk  Charge,  Administrative  Expense  Charge,
Contingent  Deferred  Sales  Charge,  and  Contract   Maintenance  Charge.  Each
Sub-Account  may also  advertise  cumulative and total return  information  over
different  periods of time  without the  Contingent  Deferred  Sales  Charge and
Contract Maintenance Charge.
    

The Company or NFP may, in addition,  advertise or present yield or total return
performance  information  computed  on a  different  basis,  or for  the  Funds.
Contract Owners should note that the investment results of each Sub-Account will
fluctuate over time, and any  presentation of a  Sub-Account's  current yield or
total return for any prior period should not be  considered as a  representation
of what an investment may earn or what a Contract  Owner's yield or total return
may be in any  future  period.  Hypothetical  performance  illustrations,  for a
hypothetical  contract,  may be prepared for sales literature or advertisements.
See   "Calculation   of  Performance   Data"  in  the  Statement  of  Additional
Information.

   
The Appendix to this Prospectus contains 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 a Contract Owner
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.
    

Performance Ranking

The performance of each or all of the  Sub-Accounts of the Variable  Account may
be compared in its  advertisements  and sales  literature to the  performance of
other variable  annuity  issuers in general or to the  performance of particular
types of variable annuities investing in mutual funds, or series of mutual funds
with investment  objectives  similar to each of the Sub-Accounts of the Variable
Account or indices. Lipper Analytical Services, Inc. ("Lipper") and the Variable
Annuity  Research and Data Service  ("VARDS")  are  independent  services  which
monitor  and rank the  performance  of variable  annuity  issuers in each of the
major categories of investment objectives on an industry-wide basis.

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

Tax Status
- --------------------------------------------------------------------------------

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

General

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

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

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

Diversification

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

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

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

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

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

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

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

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

Multiple Contracts

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

Contracts Owned by Other than Natural Persons

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

Tax Treatment of Assignments

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

Income Tax Withholding

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

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

   
Tax Treatment of Surrenders -
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  surrendered  will be treated as coming first from the
earnings and then,  only after the income  portion is exhausted,  as coming from
the principal.  Surrendered  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 surrender penalties and restrictions may apply to such Qualified  Contracts.
(See "Tax Treatment of Surrenders - Qualified Contracts.")
    

Qualified Plans

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

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

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

   
Contracts  issued  pursuant  to  Qualified  Plans  include  special   provisions
restricting Contract provisions that may otherwise be available and described in
this Prospectus. Generally, Contracts issued pursuant to Qualified Plans are not
transferable except upon surrender or annuitization.  Various penalty and excise
taxes  may  apply  to  contributions  or  distributions  made  in  violation  of
applicable   limitations.   Furthermore,   certain   surrender   penalties   and
restrictions  may  apply to  surrenders  from  Qualified  Contracts.  (See  "Tax
Treatment of Surrenders - 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  and
surrenders.  (See "Tax Treatment of Surrenders Qualified Contracts.") Purchasers
of Contracts for use with an H.R. 10 Plan should obtain  competent tax advice as
to the tax treatment and suitability of such an investment.

b.  Tax-Sheltered Annuities
    Section 403(b) of the Code permits the purchase of "tax-sheltered annuities"
by  public   schools  and  certain   charitable,   educational   and  scientific
organizations  described  in Section  501(c)(3)  of the Code.  These  qualifying
employers  may make  contributions  to the  Contracts  for the  benefit of their
employees.  Such  contributions  are not  includible  in the gross income of the
employee until the employee receives distributions from the Contract. The amount
of  contributions  to the  tax-sheltered  annuity is limited to certain maximums
imposed by the Code.  Furthermore,  the Code sets forth additional  restrictions
governing such items as transferability,  distributions,  nondiscrimination  and
surrenders.  (See "Tax  Treatment  of  Surrenders  -  Qualified  Contracts"  and
"Tax-Sheltered  Annuities  -  Surrender  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 Surrenders - Qualified Contracts.") Under
certain conditions,  distributions from other IRAs and other Qualified Plans may
be rolled over or  transferred  on a  tax-deferred  basis into an IRA.  Sales of
Contracts for use with IRAs are subject to special  requirements  imposed by the
Code, including the requirement that certain  informational  disclosure be given
to persons desiring to establish an IRA. Purchasers of Contracts to be qualified
as Individual  Retirement Annuities should obtain competent tax advice as to the
tax treatment and suitability of such an investment.

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

In the case of a surrender 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 will no longer apply 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 year in which the  employee  attains age
701/2  and in some  cases  the  later of age  701/2  or the date of  retirement.
Required  distributions  must be over a period  not  exceeding  the life or life
expectancy  of the  individual  or the joint lives or life  expectancies  of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.

Tax-Sheltered Annuities - Surrender Limitations

The Code limits the  surrender 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,
surrenders  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 surrenders 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
surrenders  do not affect  rollovers  and transfers  between  certain  Qualified
Plans. Contract Owners should consult their own tax counsel or other tax adviser
regarding any distributions.
    

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

   
Audited  consolidated  financial statements of the Company and audited financial
statements  of the  Variable  Account as of and for the year ended  December 31,
1996 are included in the Statement of Additional Information.
    

Legal Proceedings
- -------------------------------------------------------------------------------

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

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

Performance Information of Selected Public Funds

   
The Mutual Shares  Securities  Fund and Mutual  Discovery  Securities Fund ("New
Valuemark  funds")  are newly  created  (November  8, 1996)  series of  Franklin
Valuemark  Funds and have no meaningful  performance  record.  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.
    

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

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

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

   
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 .....................................    23.20%       --         --       20.87%     12/31/92
      Mutual Shares Securities
       Sub-Account .....................................    19.13%     17.32%     13.68%       --        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......................................    18.00%       --         --       20.62%     12/31/92
      Mutual Shares Securities
       Sub-Account......................................    13.93%     17.21%     13.61%       --        7/1/49
</TABLE>
    

<TABLE>
<CAPTION>
Table of Contents of the
Statement of Additional Information
- -------------------------------------------------------------------------------


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

<PAGE>

                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                  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
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
Company.........................................     2
Experts.........................................     2
Legal Opinions..................................     2
Distributor.....................................     2
Calculation of Performance Data.................     2
 Total Return...................................     2
 Yield..........................................     2
 Performance Ranking............................     3
 Performance Information........................     3
Annuity Provisions..............................     8
 Variable Annuity Payout........................     8
 Annuity Unit Value.............................     8
 Fixed Annuity Payout...........................     8
Financial Statements............................     8
</TABLE>

                                                                   VMB SAI 05/97

<PAGE>


Company
- --------------------------------------------------------------------------------

Information  regarding  Allianz  Life  Insurance  Company of North  America (the
"Company") and its ownership is contained in the  Prospectus.  On April 1, 1993,
the Company  changed its name from North  American Life and Casualty  Company to
its  present  name.  The  Company  is  rated  A+  (Superior)  by A.M.  BEST,  an
independent  analyst of the insurance  industry.  The  financial  strength of an
insurance  company may be  relevant  insofar as the ability of a company to make
fixed annuity payments from its general account.

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

The financial statements of Allianz Life Variable Account B and the consolidated
financial statements of the Company as of and for the year ended    December 31,
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  Company,   acts  as  the
distributor. The offering is on a continuous basis.
    

Calculation of Performance Data
- --------------------------------------------------------------------------------

Total Return

   
From time to time,  the  Company  may  advertise  the  performance  data for the
Sub-Accounts  in 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  Sub-Account  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 1.25% Mortality and Expense Risk Charge,
a 0.15% Administrative  Expense 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.

<PAGE>

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

P = a hypothetical initial payment of $1,000;
T = average annual total return;
n = number of years;
ERV = ending redeemable value of a hypothetical  $1,000 purchase payment made at
      the beginning of the period at the end of the period.

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

Yield

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

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

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

   
For the seven-day period ending on 12/31/96,  the Money Market Sub-Account had a
current yield of 3.64% and an effective yield of 3.70%.
    

Other  Sub-Accounts.  The  Company  may also  quote  yield in sales  literature,
advertisements,  personalized  hypothetical  illustrations,  and Contract  Owner
communications  for the other  Sub-Accounts.  Each  Sub-Account  (other than the
Money Market  Sub-Account) will publish  standardized  total return  information
with any quotation of current yield.

<PAGE>

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

                          Yield = 2 [((a-b) + 1)6 - 1]
                                      -----
                                       cd
where:
a = net investment  income earned during the period by the Fund  attributable to
    shares  owned by the  Sub-Account;
b = expenses  accrued for the period (net of reimbursements);
c = the average daily number of accumulation units outstanding during the
    period;
d = the maximum  offering price per accumulation  unit on the last day of the
    period.

   
The above  formula will be used in  calculating  quotations  of yield,  based on
specified  30-day  periods (or one month)  identified  in the sales  literature,
advertisement,  or communication.  Yield calculations  assume that no Contingent
Deferred Sales Charges have been deducted (see the  Prospectus  for  information
regarding the Contingent Deferred Sales Charge).  The Company does not currently
advertise yield  information  for any  Sub-Account  (other than the Money Market
Sub-Account).
    

Performance Ranking

   
Total return  information for the  Sub-Accounts and the Funds 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.

Performance Information

Total  returns  reflect all aspects of a  Sub-Account's  return,  including  the
automatic  reinvestment by Allianz Life Variable Account B of all  distributions
and any change in a Sub-Account's value over the period. The returns reflect the
deduction  of the  Mortality  and Expense Risk  Charge,  Administrative  Expense
Charge  and the  operating  expenses  of each Fund and are  shown  both with and
without the  deduction  of the  Contingent  Deferred  Sales  Charge and Contract
Maintenance Charge. Past performance does not guarantee future results.

<PAGE>

<TABLE>
<CAPTION>
Standardized Total Return
Franklin Valuemark II/III
Average Annual Total Return for the periods ended December 31, 1996:
With Contingent Deferred Sales Charge and Other Charges

                                                         Franklin Valuemark II           Franklin Valuemark III
                                                    -------------------------------- ---------------------------------
                                        Inception    One        Five        Since     One        Five        Since
Sub-Account                               Date       Year       Years     Inception   Year       Years     Inception
- ----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>        <C>       <C>         <C>        <C>       <C>
Capital Growth.......................     5/1/96       NA         NA         NA         NA         NA         NA
Growth and Income....................    1/24/89      8.24%       10.14%      8.68%      7.39%     10.14%       8.68%
High Income..........................    1/24/89      7.96%       10.70%      8.60%      7.11%     10.70%       8.60%
Income Securities....................    1/24/89      5.37%        9.70%     10.18%      4.52%      9.70%      10.18%
Money Market+........................    1/24/89     -0.66%        2.45%      3.63%     -1.51%      2.45%       3.63%
Mutual Discovery Securities..........    11/8/96       NA         NA         NA         NA         NA          NA
Mutual Shares Securities.............    11/8/96       NA         NA         NA         NA         NA          NA
Natural Resources Securities*........    1/24/89     -1.81%        6.20%      4.67%     -2.66%      6.20%       4.67%
Real Estate Securities...............    1/24/89     26.61%       14.72%     11.38%     25.76%     14.72%      11.38%
Rising Dividends.....................    1/27/92     18.09%       NA          8.86%     17.24%     NA           8.86%
Small Cap............................    11/1/95     22.91%       NA         21.42%     22.06%     NA          21.42%
Templeton Developing
 Markets Equity......................    3/15/94     15.54%       NA          4.24%     14.69%     NA           4.24%
Templeton Global
 Asset Allocation....................     5/1/95     13.81%       NA         12.32%     12.96%     NA          12.32%
Templeton Global Growth..............    3/15/94     15.23%       NA         10.74%     14.38%     NA          10.74%
Templeton Global
 Income Securities...................    1/24/89      3.75%        5.14%      6.66%      2.90%      5.14%       6.66%
Templeton International
 Equity..............................    1/27/92     16.90%       NA          9.97%     16.05%     NA           9.97%
Templeton International
 Smaller Companies...................     5/1/96       NA         NA         NA         NA         NA          NA
Templeton Pacific Growth.............    1/27/92      5.20%       NA          8.33%      4.35%     NA           8.33%
U.S. Government Securities...........    3/14/89     -2.19%        5.25%      6.67%     -3.04%      5.25%       6.67%
Utility Equity.......................    1/24/89      1.22%        6.71%      9.49%      0.37%      6.71%       9.49%
Zero Coupon - 2000+..................    3/14/89     -3.36%        6.22%      8.10%     -4.21%      6.22%       8.10%
Zero Coupon - 2005+..................    3/14/89     -6.25%        8.27%      9.57%     -7.10%      8.27%       9.57%
Zero Coupon - 2010+..................    3/14/89     -8.40%        9.67%     10.24%     -9.25%      9.67%      10.24%

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

<PAGE>

<TABLE>
<CAPTION>
Non-Standardized Total Return
Franklin Valuemark II/III
Total Return for the periods ended December 31, 1996:
Without Contingent Deferred Sales Charge or Contract Maintenance Charge

                                                      Annual Total Return                 Cumulative Total Return
                                              --------------------------------------- -------------------------------
                                Inception      One      Three     Five       Since     Three      Five       Since
Sub-Account                       Date         Year     Years     Years    Inception   Years      Years    Inception
- ---------------------------------------------------------------------------------------------------------------------
<S>                             <C>          <C>        <C>       <C>      <C>         <C>        <C>      <C>
Capital Growth...............     5/1/96       NA        NA         NA         NA        NA         NA      12.54%
Growth and Income............    1/24/89       12.59%    12.53%     10.28%      8.77%    42.50%     63.10%  94.90%
High Income..................    1/24/89       12.31%     8.53%     10.84%      8.69%    27.84%     67.27%  93.75%
Income Securities............    1/24/89        9.72%     6.97%      9.84%     10.25%    22.41%     59.85% 117.08%
Money Market+................    1/24/89        3.69%     3.45%      2.61%      3.72%    10.72%     13.78%  33.59%
Mutual Discovery
 Securities..................    11/8/96       NA        NA         NA         NA        NA         NA       1.80%
Mutual Shares
 Securities..................    11/8/96       NA        NA         NA         NA        NA         NA       3.30%
Natural Resources
 Securities*.................    1/24/89        2.54%     0.01%      6.35%      4.76%     0.03%     36.04%  44.67%
Real Estate Securities.......    1/24/89       30.96%    15.48%     14.84%     11.46%    54.00%     99.76% 136.68%
Rising Dividends.............    1/27/92       22.44%    14.01%     NA          9.01%    48.18%     NA      53.03%
Small Cap....................    11/1/95       27.26%    NA         NA         24.49%    NA         NA      29.13%
Templeton Developing
 Markets Equity..............    3/15/94       19.89%    NA         NA          5.08%    NA         NA      14.87%
Templeton Global Asset
 Allocation..................     5/1/95       18.16%    NA         NA         14.36%    NA         NA      25.14%
Templeton Global
 Growth......................    3/15/94       19.58%    NA         NA         11.49%    NA         NA      35.60%
Templeton Global Income
 Securities..................    1/24/89        8.10%     4.63%      5.30%      6.74%    14.54%     29.46%  67.81%
Templeton International
 Equity......................    1/27/92       21.25%     9.57%     NA         10.11%    31.54%     NA      60.81%
Templeton International
 Smaller Companies...........     5/1/96       NA        NA         NA         NA        NA         NA      11.45%
Templeton Pacific
 Growth......................    1/27/92        9.55%     1.61%     NA          8.47%     4.91%     NA      49.32%
U.S. Government
 Securities..................    3/14/89        2.16%     4.24%      5.40%      6.75%    13.28%     30.10%  66.50%
Utility Equity...............    1/24/89        5.57%     6.05%      6.86%      9.57%    19.26%     39.35% 106.54%
Zero Coupon - 2000+..........    3/14/89        0.99%     3.39%      6.36%      8.18%    10.51%     36.14%  84.75%
Zero Coupon - 2005+..........    3/14/89       -1.90%     4.36%      8.40%      9.64%    13.67%     49.70% 105.17%
Zero Coupon - 2010+..........    3/14/89       -4.05%     5.86%      9.81%     10.32%    18.62%     59.63% 115.22%

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

<PAGE>

<TABLE>
<CAPTION>
Non-Standardized Total Return
Franklin Valuemark III
Total Return for the periods ended December 31, 1996:
With Contingent Deferred Sales Charge and Other Charges
                                                                                                     Cumulative
                                                                      Annual Total Return           Total Return
                                                                ------------------------------  ---------------------
                                                   Inception     One        Three     Since      Three       Since
Sub-Account                                          Date        Year       Years   Inception    Years     Inception
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>        <C>     <C>          <C>       <C>
Capital Growth..................................     5/1/96       NA         NA         NA         NA        7.34%
Growth and Income...............................    1/24/89        7.39%     11.85%      8.68%     39.94%   93.69%
High Income.....................................    1/24/89        7.11%      7.81%      8.60%     25.30%   92.56%
Income Securities...............................    1/24/89        4.52%      6.23%     10.18%     19.87%  115.90%
Money Market+...................................    1/24/89       -1.51%      2.66%      3.63%      8.21%   32.70%
Mutual Discovery Securities.....................    11/8/96       NA         NA         NA         NA       -3.40%
Mutual Shares Securities........................    11/8/96       NA         NA         NA         NA       -1.90%
Natural Resources Securities*...................    1/24/89       -2.66%     -0.83%      4.67%     -2.48%   43.72%
Real Estate Securities..........................    1/24/89       25.76%     14.83%     11.38%     51.41%  135.28%
Rising Dividends................................    1/27/92       17.24%     13.34%      8.86%     45.60%   51.99%
Small Cap.......................................    11/1/95       22.06%     NA         21.42%     NA       25.42%
Templeton Developing Markets Equity.............    3/15/94       14.69%     NA          4.24%     NA       12.33%
Templeton Global Asset Allocation...............     5/1/95       12.96%     NA         12.32%     NA       21.43%
Templeton Global Growth.........................    3/15/94       14.38%     NA         10.74%     NA       33.05%
Templeton Global Income Securities..............    1/24/89        2.90%      3.85%      6.66%     12.01%   66.80%
Templeton International Equity..................    1/27/92       16.05%      8.85%      9.97%     28.98%   59.79%
Templeton International Smaller
 Companies......................................     5/1/96       NA         NA         NA         NA        6.25%
Templeton Pacific Growth........................    1/27/92        4.35%      0.79%      8.33%      2.38%   48.36%
U.S. Government Securities......................    3/14/89       -3.04%      3.46%      6.67%     10.76%   65.51%
Utility Equity..................................    1/24/89        0.37%      5.29%      9.49%     16.72%  105.46%
Zero Coupon - 2000+.............................    3/14/89       -4.21%      2.60%      8.10%      7.99%   83.71%
Zero Coupon - 2005+.............................    3/14/89       -7.10%      3.58%      9.57%     11.14%  104.06%
Zero Coupon - 2010+.............................    3/14/89       -9.25%      5.10%     10.24%     16.09%  114.06%

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

<PAGE>

<TABLE>
<CAPTION>
Non-Standardized Total Return
Franklin Valuemark II
Total Return for the periods ended December 31, 1996:
With Contingent Deferred Sales Charge and Other Charges
                                                                                                     Cumulative
                                                                      Annual Total Return           Total Return
                                                                 -----------------------------  ---------------------
                                                   Inception      One       Three     Since       Three      Since
Sub-Account                                          Date         Year      Years   Inception     Years    Inception
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>         <C>     <C>          <C>       <C>
Capital Growth..................................     5/1/96       NA         NA         NA         NA        8.19%
Growth and Income...............................    1/24/89        8.24%     11.85%      8.68%     39.94%   93.69%
High Income.....................................    1/24/89        7.96%      7.81%      8.60%     25.30%   92.56%
Income Securities...............................    1/24/89        5.37%      6.23%     10.18%     19.87%  115.90%
Money Market+...................................    1/24/89       -0.66%      2.66%      3.63%      8.21%   32.70%
Mutual Discovery Securities.....................    11/8/96       NA         NA         NA         NA       -2.55%
Mutual Shares Securities........................    11/8/96       NA         NA         NA         NA       -1.05%
Natural Resources Securities*...................    1/24/89       -1.81%     -0.83%      4.67%     -2.48%   43.72%
Real Estate Securities..........................    1/24/89       26.61%     14.83%     11.38%     51.41%  135.28%
Rising Dividends................................    1/27/92       18.09%     13.34%      8.86%     45.60%   51.99%
Small Cap.......................................    11/1/95       22.91%     NA         21.42%     NA       25.42%
Templeton Developing Markets Equity.............    3/15/94       15.54%     NA          4.24%     NA       12.33%
Templeton Global Asset Allocation...............     5/1/95       13.81%     NA         12.32%     NA       21.43%
Templeton Global Growth.........................    3/15/94       15.23%     NA         10.74%     NA       33.05%
Templeton Global Income Securities..............    1/24/89        3.75%      3.85%      6.66%     12.01%   66.80%
Templeton International Equity..................    1/27/92       16.90%      8.85%      9.97%     28.98%   59.79%
Templeton International Smaller
 Companies......................................     5/1/96       NA         NA         NA         NA        7.10%
Templeton Pacific Growth........................    1/27/92        5.20%      0.79%      8.33%      2.38%   48.36%
U.S. Government Securities......................    3/14/89       -2.19%      3.46%      6.67%     10.76%   65.51%
Utility Equity..................................    1/24/89        1.22%      5.29%      9.49%     16.72%  105.46%
Zero Coupon - 2000+.............................    3/14/89       -3.36%      2.60%      8.10%      7.99%   83.71%
Zero Coupon - 2005+.............................    3/14/89       -6.25%      3.58%      9.57%     11.14%  104.06%
Zero Coupon - 2010+.............................    3/14/89       -8.40%      5.10%     10.24%     16.09%  114.06%

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

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

<PAGE>

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

Variable Annuity Payout

A variable annuity is an annuity with payments which: (1) are not  predetermined
as to dollar amount; and (2) will vary in amount with the net investment results
of the applicable  Sub-Account(s) of the Variable  Account.  At the Income Date,
the Contract Value in each Sub-Account will be applied to the applicable Annuity
Tables. The Annuity Table used will depend upon the Annuity Option chosen.  Both
sex distinct and unisex Annuity Tables are utilized by the Company, depending on
the state and type of  Contract.  If, as of the Income  Date,  the then  current
Annuity  Option rates  applicable  to this class of  Contracts  provide a larger
income than that guaranteed for the same form of annuity under the Contract, the
larger  amount will be paid.  The dollar  amount of annuity  payments  after the
first is determined as follows:

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

2. The fixed number of Annuity  Units is multiplied by the Annuity Unit value
   for the last Valuation  Period of the month preceding the month for which the
   payment is due. This result is the dollar amount of the payment.

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

Annuity Unit Value

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

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

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

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

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

Fixed Annuity Payout

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

<PAGE>

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

   
The audited  consolidated  financial statements of the Company as of and for the
year ended  December 31, 1996,  included  herein  should be  considered  only as
bearing  upon the  ability  of the  Company  to meet its  obligations  under the
Contracts.  The audited  financial  statements of the Variable Account as of and
for the year ended December 31, 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>


<PAGE>

                                     PART C

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

      a.  Financial Statements

          The following financial statements of the Company are included in Part
          B hereof.
   
          1.  Independent Auditors' Report.
          2.  Consolidated Balance Sheets as of December 31, 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 Agreement
          4.  Individual Variable Annuity Contract**
          5.  Application for Individual Variable Annuity Contract**
          6.  (i)  Copy of Articles of Incorporation of the Company*
              (ii) Copy of the Bylaws of the Company*
          7.  Not Applicable
          8.  Form of Fund Participation Agreement**
          9.  Opinion and Consent of Counsel
         10.  Independent Auditors' Consent
         11.  Not Applicable
         12.  Not Applicable
         13.  Calculation of Performance Information
         14.  Company Organizational Chart
         27.  Not Applicable
    
  
   *Incorporated by reference to Post-Effective Amendment No. 2 to
    Registrant's Form N-4 electronically filed on October 24, 1995.
  **Incorporated by reference to  Post-Effective  Amendment No.3 to Registrant's
    Form N-4 electronically filed on April 18, 1996

Item 25.    Directors and Officers of the Depositor

The following are the Officers and Directors of the Company:

<TABLE>
<CAPTION>


Name and Principal        Positions and Offices
Business Address          with Depositor
- ------------------        ---------------------
<S>                       <C>
Lowell C. Anderson        Chairman, President, Chief
1750 Hennepin Avenue      Executive Officer and Director
Minneapolis, MN 55403

Herbert F. Hansmeyer      Director
777 San Marin Drive       777 San Marin Drive
Novato, CA 94998          Novato, CA 94998

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

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

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

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

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

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

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

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

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

Item 26.    Persons Controlled by or Under Common Control with the Depositor
            or Registrant

The Insurance Company organizational chart is included as Exhibit 14

Item 27.    Number of Contract Owners
   
As of February 14, 1997, there were 16,897 qualified  Contract Owners and 38,200
non-qualified Contract Owners with Contracts in the separate account     

Item 28.    Indemnification

The Bylaws of the Company provide that:

Each person (and the heirs,  executors,  and administrators of such person) made
or threatened to be made a party to any action, civil or criminal,  by reason of
being or having been a Director,  officer, or employee of the corporation (or by
reason of serving  any other  organization  at the  request of the  corporation)
shall  be  indemnified  to the  extent  permitted  by the  laws of the  State of
Minnesota, and in the manner prescribed therein.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted for directors and officers or  controlling  persons of the
Company  pursuant to the foregoing,  or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

Item 29.    Principal Underwriters
   
    a.  NALAC Financial Plans, 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>

Name & Principal        Positions and Offices
Business Address        with Underwriter
- ----------------        ---------------------
<S>                     <C>
James P. Kelso          Director
1750 Hennepin Avenue
Minneapolis, MN 55403

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

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

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

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

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

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

Item 30.    Location of Accounts and Records

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

Item 31.    Management Services

Not Applicable

Item 32.    Undertakings

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

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

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

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

                               REPRESENTATIONS

The Company hereby  represents that it is relying upon a No Action Letter issued
to the American  Council of Life Insurance,  dated November 28, 1988 (Commission
ref. IP-6-88), and that the following provisions have been complied with:

     1.  Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in each registration statement, including the
prospectus, used in connection with the offer of the contract;

     2.  Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in any sales literature used in connection with
the offer of the contract;

     3.  Instruct sales representatives who solicit participants to purchase
the contract specifically to bring the redemption restrictions imposed by
Section 403(b)(11) to the attention of the potential participants;

     4. Obtain from each plan participant who purchases a Section 403(b) annuity
contract,  prior  to or at  the  time  of  such  purchase,  a  signed  statement
acknowledging  the  participant's  understanding  of  (1)  the  restrictions  on
redemption imposed by Section 403(b)(11),  and (2) other investment alternatives
available  under  the  employer's   Section  403(b)  arrangement  to  which  the
participant may elect to transfer his contract value.

                                  SIGNATURES


As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, as amended,  the Registrant  certifies that it meets the  requirements  of
Securities Act Rule 485(b) for effectiveness of this Registration  Statement and
has caused this Registration Statement to be signed on its behalf in the City of
Minneapolis and State of Minnesota, on this 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
Lowell C. Anderson       and Chief Executive Officer   4-24-97

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

James R. Campbell*       Director                      4-24-97
James R. Campbell

</TABLE>

                                         *By  Power of Attorney


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

                                              Attorney-in-Fact








                                   EXHIBITS

                                      TO

                        POST-EFFECTIVE AMENDMENT    NO.5    

                                      TO

                                   FORM N-4

                       ALLIANZ LIFE VARIABLE ACCOUNT B






                              INDEX TO EXHIBITS



Exhibit                                                            Page

   
EX-99.B3    Principal Underwriter Agreement

EX-99.B9    Opinion and Consent of Counsel

EX-99.B10   Independent Auditor's Consent

EX-99.B13   Calculation of Performance Information

EX-99.B14   Company Organizational Chart


    

                                                        

                        PRINCIPAL UNDERWRITER'S AGREEMENT



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


                                        I


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

                                       II


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


                                       III


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


                                       IV


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


                                        V


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


                                       VI


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

                                       VII


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



                                      VIII


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

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

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

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

         EXECUTED this 14 day of September, 1988.



                                INSURANCE COMPANY

                                NORTH AMERICAN LIFE AND
                                CASUALTY COMPANY


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

                                PRINCIPAL UNDERWRITER

                                NALAC FINANCIAL PLANS, INC.


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


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

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  Deferred
Variable  Annuity  Contracts to be issued by Allianz Life  Insurance  Company of
North America and its separate account, Allianz Life Variable Account B.

We are of the following opinions:

1.  Allianz Life 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 III
                         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      $17.30965999       57.771   57.771   $1,000.00
12-31-96     Contract Fee                                  (1.00)      19.48959860       (0.051)  57.720    1,124.94
12-31-96     Value before Surr Chg                                     19.48959860        0.000   57.720    1,124.94
12-31-96     Surrender Charge                             (51.00)      19.48959860       (2.617)  55.103    1,073.94
Cumulative and Average Annual Total Returns
             without/with charges                                           12.59% A                           7.39% B

                                   HIGH INCOME
12-31-95     Purchase                                  $1,000.00      $17.25181285       57.965   57.965   $1,000.00
12-31-96     Contract Fee                                  (1.00)      19.37479425       (0.052)  57.913    1,122.06
12-31-96     Value before Surr Chg                                     19.37479425        0.000   57.913    1,122.06
12-31-96     Surrender Charge                             (51.00)      19.37479425       (2.632)  55.281    1,071.06
Cumulative and Average Annual Total Returns
             without/with charges                                           12.31% A                           7.11% B

                                INCOME SECURITIES
12-31-95     Purchase                                  $1,000.00      $19.78534185       50.542   50.542   $1,000.00
12-31-96     Contract Fee                                  (1.00)      21.70827863       (0.046)  50.496    1,096.19
12-31-96     Value before Surr Chg                                     21.70827863        0.000   50.496    1,096.19
12-31-96     Surrender Charge                             (51.00)      21.70827863       (2.349)  48.147    1,045.19
Cumulative and Average Annual Total Returns
             without/with charges                                            9.72% A                           4.52% B

                                  MONEY MARKET
12-31-95     Purchase                                  $1,000.00      $12.88349436       77.619   77.619   $1,000.00
12-31-96     Contract Fee                                  (1.00)      13.35923111       (0.075)  77.544    1,035.93
12-31-96     Value before Surr Chg                                     13.35923111        0.000   77.544    1,035.93
12-31-96     Surrender Charge                             (51.00)      13.35923111       (3.818)  73.726      984.93
Cumulative and Average Annual Total Returns
             without/with charges                                            3.69% A                          -1.51% B

                          NATURAL RESOURCES SECURITIES
12-31-95     Purchase                                  $1,000.00      $14.10867153       70.878   70.878   $1,000.00
12-31-96     Contract Fee                                  (1.00)      14.46741645       (0.069)  70.809    1,024.43
12-31-96     Value before Surr Chg                                     14.46741645        0.000   70.809    1,024.43
12-31-96     Surrender Charge                             (51.00)      14.46741645       (3.525)  67.284      973.43
Cumulative and Average Annual Total Returns
             without/with charges                                            2.54% A                          -2.66% B

                             REAL ESTATE SECURITIES
12-31-95     Purchase                                  $1,000.00      $18.07282328       55.332   55.332   $1,000.00
12-31-96     Contract Fee                                  (1.00)      23.66770609       (0.042)  55.289    1,308.57
12-31-96     Value before Surr Chg                                     23.66770609        0.000   55.289    1,308.57
12-31-96     Surrender Charge                             (51.00)      23.66770609       (2.155)  53.135    1,257.57
Cumulative and Average Annual Total Returns
             without/with charges                                           30.96% A                          25.76% B

                                RISING DIVIDENDS
12-31-95     Purchase                                  $1,000.00      $12.49836348       80.010   80.010   $1,000.00
12-31-96     Contract Fee                                  (1.00)      15.30299222       (0.065)  79.945    1,223.40
12-31-96     Value before Surr Chg                                     15.30299222        0.000   79.945    1,223.40
12-31-96     Surrender Charge                             (51.00)      15.30299222       (3.333)  76.612    1,172.40
Cumulative and Average Annual Total Returns
             without/with charges                                           22.44% A                          17.24% B

                                    SMALL CAP
12-31-95     Purchase                                  $1,000.00      $10.14638787       98.557   98.557   $1,000.00
12-31-96     Contract Fee                                  (1.00)      12.91274591       (0.077)  98.480    1,271.64
12-31-96     Value before Surr Chg                                     12.91274591        0.000   98.480    1,271.64
12-31-96     Surrender Charge                             (51.00)      12.91274591       (3.950)  94.530    1,220.64
Cumulative and Average Annual Total Returns
             without/with charges                                           27.26% A                          22.06% B

                       TEMPLETON DEVELOPING MARKETS EQUITY
12-31-95     Purchase                                  $1,000.00      $ 9.58170209      104.366  104.366   $1,000.00
12-31-96     Contract Fee                                  (1.00)      11.48724479       (0.087) 104.279    1,197.87
12-31-96     Value before Surr Chg                                     11.48724479        0.000  104.279    1,197.87
12-31-96     Surrender Charge                             (51.00)      11.48724479       (4.440)  99.839    1,146.87
Cumulative and Average Annual Total Returns
             without/with charges                                           19.89% A                          14.69% B

                        TEMPLETON GLOBAL ASSET ALLOCATION
12-31-95     Purchase                                  $1,000.00      $10.59122588       94.418   94.418   $1,000.00
12-31-96     Contract Fee                                  (1.00)      12.51416879       (0.080)  94.338    1,180.56
12-31-96     Value before Surr Chg                                     12.51416879        0.000   94.338    1,180.56
12-31-96     Surrender Charge                             (51.00)      12.51416879       (4.075)  90.262    1,129.56
Cumulative and Average Annual Total Returns
             without/with charges                                           18.16% A                          12.96% B

                             TEMPLETON GLOBAL GROWTH
12-31-95     Purchase                                  $1,000.00      $11.33894840       88.192   88.192   $1,000.00
12-31-96     Contract Fee                                  (1.00)      13.55953972       (0.074)  88.118    1,194.84
12-31-96     Value before Surr Chg                                     13.55953972        0.000   88.118    1,194.84
12-31-96     Surrender Charge                             (51.00)      13.55953972       (3.761)  84.357    1,143.84
Cumulative and Average Annual Total Returns
             without/with charges                                           19.58% A                          14.38% B

                       TEMPLETON GLOBAL INCOME SECURITIES
12-31-95     Purchase                                  $1,000.00      $15.52246997       64.423   64.423   $1,000.00
12-31-96     Contract Fee                                  (1.00)      16.78052472       (0.060)  64.363    1,080.05
12-31-96     Value before Surr Chg                                     16.78052472        0.000   64.363    1,080.05
12-31-96     Surrender Charge                             (51.00)      16.78052472       (3.039)  61.324    1,029.05
Cumulative and Average Annual Total Returns
             without/with charges                                            8.10% A                           2.90% B

                         TEMPLETON INTERNATIONAL EQUITY
12-31-95     Purchase                                  $1,000.00      $13.26267921       75.400   75.400   $1,000.00
12-31-96     Contract Fee                                  (1.00)      16.08142393       (0.062)  75.337    1,211.53
12-31-96     Value before Surr Chg                                     16.08142393        0.000   75.337    1,211.53
12-31-96     Surrender Charge                             (51.00)      16.08142393       (3.171)  72.166    1,160.53
Cumulative and Average Annual Total Returns
             without/with charges                                           21.25% A                          16.05% B

                            TEMPLETON PACIFIC GROWTH
12-31-95     Purchase                                  $1,000.00      $13.63037545       73.366   73.366   $1,000.00
12-31-96     Contract Fee                                  (1.00)      14.93159316       (0.067)  73.299    1,094.46
12-31-96     Value before Surr Chg                                     14.93159316        0.000   73.299    1,094.46
12-31-96     Surrender Charge                             (51.00)      14.93159316       (3.416)  69.883    1,043.46
Cumulative and Average Annual Total Returns
             without/with charges                                            9.55% A                           4.35% B

                           U.S. GOVERNMENT SECURITIES
12-31-95     Purchase                                  $1,000.00      $16.29770051       61.358   61.358   $1,000.00
12-31-96     Contract Fee                                  (1.00)      16.65018339       (0.060)  61.298    1,020.63
12-31-96     Value before Surr Chg                                     16.65018339        0.000   61.298    1,020.63
12-31-96     Surrender Charge                             (51.00)      16.65018339       (3.063)  58.235      969.63
Cumulative and Average Annual Total Returns
             without/with charges                                            2.16% A                          -3.04% B

                                 UTILITY EQUITY
12-31-95     Purchase                                  $1,000.00      $19.56451758       51.113   51.113   $1,000.00
12-31-96     Contract Fee                                  (1.00)      20.65439774       (0.048)  51.065    1,054.71
12-31-96     Value before Surr Chg                                     20.65439774        0.000   51.065    1,054.71
12-31-96     Surrender Charge                             (51.00)      20.65439774       (2.469)  48.595    1,003.71
Cumulative and Average Annual Total Returns
             without/with charges                                            5.57% A                           0.37% B

                               ZERO COUPON - 2000
12-31-95     Purchase                                  $1,000.00      $18.29362036       54.664   54.664   $1,000.00
12-31-96     Contract Fee                                  (1.00)      18.47475298       (0.054)  54.610    1,008.90
12-31-96     Value before Surr Chg                                     18.47475298        0.000   54.610    1,008.90
12-31-96     Surrender Charge                             (51.00)      18.47475298       (2.761)  51.849      957.90
Cumulative and Average Annual Total Returns
             without/with charges                                            0.99% A                          -4.21% B

                               ZERO COUPON - 2005
12-31-95     Purchase                                  $1,000.00      $20.91363234       47.816   47.816   $1,000.00
12-31-96     Contract Fee                                  (1.00)      20.51665706       (0.049)  47.767      980.02
12-31-96     Value before Surr Chg                                     20.51665706        0.000   47.767      980.02
12-31-96     Surrender Charge                             (51.00)      20.51665706       (2.486)  45.281      929.02
Cumulative and Average Annual Total Returns
             without/with charges                                           -1.90% A                          -7.10% B

                               ZERO COUPON - 2010
12-31-95     Purchase                                  $1,000.00      $22.43134838       44.580   44.580   $1,000.00
12-31-96     Contract Fee                                  (1.00)      21.52246902       (0.046)  44.534      958.48
12-31-96     Value before Surr Chg                                     21.52246902        0.000   44.534      958.48
12-31-96     Surrender Charge                             (51.00)      21.52246902       (2.370)  42.164      907.48
Cumulative and Average Annual Total Returns
             without/with charges                                           -4.05% A                          -9.25% 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    $13.67694811   73.116   73.116   $1,000.00
12-31-94     Contract Fee                                   (1.00)    13.21462941   (0.076)  73.040      965.20
12-31-95     Contract Fee                                   (1.00)    17.30965999   (0.058)  72.982    1,263.30
12-31-96     Contract Fee                                   (1.00)    19.48959860   (0.051)  72.931    1,421.40
12-31-96     Value before Surr Chg                                    19.48959860    0.000   72.931    1,421.40
12-31-96     Surrender Charge                              (22.00)    19.48959860   (1.129)  71.802    1,399.40
Cumulative Total Returns without/with chrgs                                42.50% A                      39.94% C
Avg. Annual Total Returns without/with chrgs                               12.53% B                      11.85% D

                                   HIGH INCOME
12-31-93     Purchase                                   $1,000.00    $15.15511991   65.984   65.984   $1,000.00
12-31-94     Contract Fee                                   (1.00)    14.60759128   (0.068)  65.916      962.87
12-31-95     Contract Fee                                   (1.00)    17.25181285   (0.058)  65.858    1,136.17
12-31-96     Contract Fee                                   (1.00)    19.37479425   (0.052)  65.806    1,274.98
12-31-96     Value before Surr Chg                                    19.37479425    0.000   65.806    1,274.98
12-31-96     Surrender Charge                              (22.00)    19.37479425   (1.135)  64.671    1,252.98
Cumulative Total Returns without/with chrgs                                27.84% A                      25.30% C
Avg. Annual Total Returns without/with chrgs                                8.53% B                       7.81% D

                                INCOME SECURITIES
12-31-93     Purchase                                   $1,000.00    $17.73437317   56.388   56.388   $1,000.00
12-31-94     Contract Fee                                   (1.00)    16.39171653   (0.061)  56.327      923.29
12-31-95     Contract Fee                                   (1.00)    19.78534185   (0.051)  56.276    1,113.44
12-31-96     Contract Fee                                   (1.00)    21.70827863   (0.046)  56.230    1,220.66
12-31-96     Value before Surr Chg                                    21.70827863    0.000   56.230    1,220.66
12-31-96     Surrender Charge                              (22.00)    21.70827863   (1.013)  55.217    1,198.66
Cumulative Total Returns without/with chrgs                                22.41% A                      19.87% C
Avg. Annual Total Returns without/with chrgs                                6.97% B                       6.23% D

                                  MONEY MARKET
12-31-93     Purchase                                   $1,000.00    $12.06579747   82.879   82.879   $1,000.00
12-31-94     Contract Fee                                   (1.00)    12.35398427   (0.081)  82.798    1,022.88
12-31-95     Contract Fee                                   (1.00)    12.88349436   (0.078)  82.720    1,065.73
12-31-96     Contract Fee                                   (1.00)    13.35923111   (0.075)  82.645    1,104.08
12-31-96     Value before Surr Chg                                    13.35923111    0.000   82.645    1,104.08
12-31-96     Surrender Charge                              (22.00)    13.35923111   (1.647)  80.999    1,082.08
Cumulative Total Returns without/with chrgs                                10.72% A                       8.21% C
Avg. Annual Total Returns without/with chrgs                                3.45% B                       2.66% D

                          NATURAL RESOURCES SECURITIES
12-31-93     Purchase                                   $1,000.00    $14.46354903   69.139   69.139   $1,000.00
12-31-94     Contract Fee                                   (1.00)    13.97879422   (0.072)  69.068      965.48
12-31-95     Contract Fee                                   (1.00)    14.10867153   (0.071)  68.997      973.45
12-31-96     Contract Fee                                   (1.00)    14.46741645   (0.069)  68.928      997.21
12-31-96     Value before Surr Chg                                    14.46741645    0.000   68.928      997.21
12-31-96     Surrender Charge                              (22.00)    14.46741645   (1.521)  67.407      975.21
Cumulative Total Returns without/with chrgs                                 0.03% A                      -2.48% C
Avg. Annual Total Returns without/with chrgs                                0.01% B                      -0.83% D

                             REAL ESTATE SECURITIES
12-31-93     Purchase                                   $1,000.00    $15.36898235   65.066   65.066   $1,000.00
12-31-94     Contract Fee                                   (1.00)    15.59407180   (0.064)  65.002    1,013.65
12-31-95     Contract Fee                                   (1.00)    18.07282328   (0.055)  64.947    1,173.77
12-31-96     Contract Fee                                   (1.00)    23.66770609   (0.042)  64.904    1,536.14
12-31-96     Value before Surr Chg                                    23.66770609    0.000   64.904    1,536.14
12-31-96     Surrender Charge                              (22.00)    23.66770609   (0.930)  63.975    1,514.14
Cumulative Total Returns without/with chrgs                                54.00% A                      51.41% C
Avg. Annual Total Returns without/with chrgs                               15.48% B                      14.83% D

                                RISING DIVIDENDS
12-31-93     Purchase                                   $1,000.00    $10.32720317   96.832   96.832   $1,000.00
12-31-94     Contract Fee                                   (1.00)     9.76873744   (0.102)  96.729      944.92
12-31-95     Contract Fee                                   (1.00)    12.49836348   (0.080)  96.649    1,207.96
12-31-96     Contract Fee                                   (1.00)    15.30299222   (0.065)  96.584    1,478.02
12-31-96     Value before Surr Chg                                    15.30299222    0.000   96.584    1,478.02
12-31-96     Surrender Charge                              (22.00)    15.30299222   (1.438)  95.146    1,456.02
Cumulative Total Returns without/with chrgs                                48.18% A                      45.60% C
Avg. Annual Total Returns without/with chrgs                               14.01% B                      13.34% D

                       TEMPLETON GLOBAL INCOME SECURITIES
12-31-93     Purchase                                   $1,000.00    $14.64984870   68.260   68.260   $1,000.00
12-31-94     Contract Fee                                   (1.00)    13.72629720   (0.073)  68.187      935.96
12-31-95     Contract Fee                                   (1.00)    15.52246997   (0.064)  68.123    1,057.43
12-31-96     Contract Fee                                   (1.00)    16.78052472   (0.060)  68.063    1,142.14
12-31-96     Value before Surr Chg                                    16.78052472    0.000   68.063    1,142.14
12-31-96     Surrender Charge                              (22.00)    16.78052472   (1.311)  66.752    1,120.14
Cumulative Total Returns without/with chrgs                                14.54% A                      12.01% C
Avg. Annual Total Returns without/with chrgs                                4.63% B                       3.85% D

                         TEMPLETON INTERNATIONAL EQUITY
12-31-93     Purchase                                   $1,000.00    $12.22565227   81.795   81.795   $1,000.00
12-31-94     Contract Fee                                   (1.00)    12.16131942   (0.082)  81.713      993.74
12-31-95     Contract Fee                                   (1.00)    13.26267921   (0.075)  81.638    1,082.73
12-31-96     Contract Fee                                   (1.00)    16.08142393   (0.062)  81.575    1,311.85
12-31-96     Value before Surr Chg                                    16.08142393    0.000   81.575    1,311.85
12-31-96     Surrender Charge                              (22.00)    16.08142393   (1.368)  80.207    1,289.85
Cumulative Total Returns without/with chrgs                                31.54% A                      28.98% C
Avg. Annual Total Returns without/with chrgs                                9.57% B                       8.85% D

                            TEMPLETON PACIFIC GROWTH
12-31-93     Purchase                                   $1,000.00    $14.23330574   70.258   70.258   $1,000.00
12-31-94     Contract Fee                                   (1.00)    12.80173310   (0.078)  70.180      898.42
12-31-95     Contract Fee                                   (1.00)    13.63037545   (0.073)  70.106      955.57
12-31-96     Contract Fee                                   (1.00)    14.93159316   (0.067)  70.039    1,045.80
12-31-96     Value before Surr Chg                                    14.93159316    0.000   70.039    1,045.80
12-31-96     Surrender Charge                              (22.00)    14.93159316   (1.473)  68.566    1,023.80
Cumulative Total Returns without/with chrgs                                 4.91% A                       2.38% C
Avg. Annual Total Returns without/with chrgs                                1.61% B                       0.79% D

                           U.S. GOVERNMENT SECURITIES
12-31-93     Purchase                                   $1,000.00    $14.69826319   68.035   68.035   $1,000.00
12-31-94     Contract Fee                                   (1.00)    13.83490825   (0.072)  67.963      940.26
12-31-95     Contract Fee                                   (1.00)    16.29770051   (0.061)  67.902    1,106.64
12-31-96     Contract Fee                                   (1.00)    16.65018339   (0.060)  67.842    1,129.57
12-31-96     Value before Surr Chg                                    16.65018339    0.000   67.842    1,129.57
12-31-96     Surrender Charge                              (22.00)    16.65018339   (1.321)  66.520    1,107.57
Cumulative Total Returns without/with chrgs                                13.28% A                      10.76% C
Avg. Annual Total Returns without/with chrgs                                4.24% B                       3.46% D

                                 UTILITY EQUITY
12-31-93     Purchase                                   $1,000.00    $17.31879581   57.741   57.741   $1,000.00
12-31-94     Contract Fee                                   (1.00)    15.10395032   (0.066)  57.675      871.11
12-31-95     Contract Fee                                   (1.00)    19.56451758   (0.051)  57.623    1,127.37
12-31-96     Contract Fee                                   (1.00)    20.65439774   (0.048)  57.575    1,189.18
12-31-96     Value before Surr Chg                                    20.65439774    0.000   57.575    1,189.18
12-31-96     Surrender Charge                              (22.00)    20.65439774   (1.065)  56.510    1,167.18
Cumulative Total Returns without/with chrgs                                19.26% A                      16.72% C
Avg. Annual Total Returns without/with chrgs                                6.05% B                       5.29% D

                               ZERO COUPON - 2000
12-31-93     Purchase                                   $1,000.00    $16.71742785   59.818   59.818   $1,000.00
12-31-94     Contract Fee                                   (1.00)    15.37318118   (0.065)  59.753      918.59
12-31-95     Contract Fee                                   (1.00)    18.29362036   (0.055)  59.698    1,092.09
12-31-96     Contract Fee                                   (1.00)    18.47475298   (0.054)  59.644    1,101.91
12-31-96     Value before Surr Chg                                    18.47475298    0.000   59.644    1,101.91
12-31-96     Surrender Charge                              (22.00)    18.47475298   (1.191)  58.453    1,079.91
Cumulative Total Returns without/with chrgs                                10.51% A                       7.99% C
Avg. Annual Total Returns without/with chrgs                                3.39% B                       2.60% D

                               ZERO COUPON - 2005
12-31-93     Purchase                                   $1,000.00    $18.04995514   55.402   55.402   $1,000.00
12-31-94     Contract Fee                                   (1.00)    16.09601101   (0.062)  55.340      890.75
12-31-95     Contract Fee                                   (1.00)    20.91363234   (0.048)  55.292    1,156.35
12-31-96     Contract Fee                                   (1.00)    20.51665706   (0.049)  55.243    1,133.40
12-31-96     Value before Surr Chg                                    20.51665706    0.000   55.243    1,133.40
12-31-96     Surrender Charge                              (22.00)    20.51665706   (1.072)  54.171    1,111.40
Cumulative Total Returns without/with chrgs                                13.67% A                      11.14% C
Avg. Annual Total Returns without/with chrgs                                4.36% B                       3.58% D

                               ZERO COUPON - 2010
12-31-93     Purchase                                   $1,000.00    $18.14448916   55.113   55.113   $1,000.00
12-31-94     Contract Fee                                   (1.00)    15.92982416   (0.063)  55.050      876.94
12-31-95     Contract Fee                                   (1.00)    22.43134838   (0.045)  55.006    1,233.85
12-31-96     Contract Fee                                   (1.00)    21.52246902   (0.046)  54.959    1,182.86
12-31-96     Value before Surr Chg                                    21.52246902    0.000   54.959    1,182.86
12-31-96     Surrender Charge                              (22.00)    21.52246902   (1.022)  53.937    1,160.86
Cumulative Total Returns without/with chrgs                                18.62% A                      16.09% C
Avg. Annual Total Returns without/with chrgs                                5.86% B                       5.10% 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      $11.94928651      83.687     83.687    $1,000.00
12-31-92     Contract Fee                       (1.00)      12.57361730      (0.080)    83.607     1,051.25
12-31-93     Contract Fee                       (1.00)      13.67694811      (0.073)    83.534     1,142.50
12-31-94     Contract Fee                       (1.00)      13.21462941      (0.076)    83.459     1,102.88
12-31-95     Contract Fee                       (1.00)      17.30965999      (0.058)    83.401     1,443.64
12-31-96     Contract Fee                       (1.00)      19.48959860      (0.051)    83.350     1,624.45
12-31-96     Value before Surr Chg                          19.48959860       0.000     83.350     1,624.45
12-31-96     Surrender Charge                   (3.75)      19.48959860      (0.192)    83.157     1,620.70
Cumulative Total Returns without/with chrgs                      63.10% A                            62.07% C
Avg. Annual Total Returns without/with chrgs                     10.28% B                            10.14% D

                                   HIGH INCOME
12-31-91     Purchase                       $1,000.00      $11.58287531      86.334     86.334    $1,000.00
12-31-92     Contract Fee                       (1.00)      13.27789297      (0.075)    86.259     1,145.34
12-31-93     Contract Fee                       (1.00)      15.15511991      (0.066)    86.193     1,306.27
12-31-94     Contract Fee                       (1.00)      14.60759128      (0.068)    86.125     1,258.07
12-31-95     Contract Fee                       (1.00)      17.25181285      (0.058)    86.067     1,484.81
12-31-96     Contract Fee                       (1.00)      19.37479425      (0.052)    86.015     1,666.52
12-31-96     Value before Surr Chg                          19.37479425       0.000     86.015     1,666.52
12-31-96     Surrender Charge                   (3.75)      19.37479425      (0.194)    85.821     1,662.77
Cumulative Total Returns without/with chrgs                      67.27% A                            66.28% C
Avg. Annual Total Returns without/with chrgs                     10.84% B                            10.70% D

                                INCOME SECURITIES
12-31-91     Purchase                       $1,000.00      $13.58029545      73.636     73.636    $1,000.00
12-31-92     Contract Fee                       (1.00)      15.16252410      (0.066)    73.570     1,115.51
12-31-93     Contract Fee                       (1.00)      17.73437317      (0.056)    73.514     1,303.72
12-31-94     Contract Fee                       (1.00)      16.39171653      (0.061)    73.453     1,204.02
12-31-95     Contract Fee                       (1.00)      19.78534185      (0.051)    73.402     1,452.29
12-31-96     Contract Fee                       (1.00)      21.70827863      (0.046)    73.356     1,592.44
12-31-96     Value before Surr Chg                          21.70827863       0.000     73.356     1,592.44
12-31-96     Surrender Charge                   (3.75)      21.70827863      (0.173)    73.183     1,588.69
Cumulative Total Returns without/with chrgs                      59.85% A                            58.87% C
Avg. Annual Total Returns without/with chrgs                      9.84% B                             9.70% D

                                  MONEY MARKET
12-31-91     Purchase                       $1,000.00      $11.74177967      85.166     85.166    $1,000.00
12-31-92     Contract Fee                       (1.00)      11.93209752      (0.084)    85.082     1,015.21
12-31-93     Contract Fee                       (1.00)      12.06579747      (0.083)    84.999     1,025.58
12-31-94     Contract Fee                       (1.00)      12.35398427      (0.081)    84.918     1,049.08
12-31-95     Contract Fee                       (1.00)      12.88349436      (0.078)    84.841     1,093.04
12-31-96     Contract Fee                       (1.00)      13.35923111      (0.075)    84.766     1,132.41
12-31-96     Value before Surr Chg                          13.35923111       0.000     84.766     1,132.41
12-31-96     Surrender Charge                   (3.75)      13.35923111      (0.281)    84.485     1,128.66
Cumulative Total Returns without/with chrgs                      13.78% A                            12.87% C
Avg. Annual Total Returns without/with chrgs                      2.61% B                             2.45% D

                          NATURAL RESOURCES SECURITIES
12-31-91     Purchase                       $1,000.00      $10.63476279      94.031     94.031    $1,000.00
12-31-92     Contract Fee                       (1.00)       9.42437104      (0.106)    93.925       885.19
12-31-93     Contract Fee                       (1.00)      14.46354903      (0.069)    93.856     1,357.49
12-31-94     Contract Fee                       (1.00)      13.97879422      (0.072)    93.784     1,310.99
12-31-95     Contract Fee                       (1.00)      14.10867153      (0.071)    93.714     1,322.17
12-31-96     Contract Fee                       (1.00)      14.46741645      (0.069)    93.644     1,354.79
12-31-96     Value before Surr Chg                          14.46741645       0.000     93.644     1,354.79
12-31-96     Surrender Charge                   (3.75)      14.46741645      (0.259)    93.385     1,351.04
Cumulative Total Returns without/with chrgs                      36.04% A                            35.10% C
Avg. Annual Total Returns without/with chrgs                      6.35% B                             6.20% D

                             REAL ESTATE SECURITIES
12-31-91     Purchase                       $1,000.00      $11.84810701      84.402     84.402    $1,000.00
12-31-92     Contract Fee                       (1.00)      13.09547341      (0.076)    84.325     1,104.28
12-31-93     Contract Fee                       (1.00)      15.36898235      (0.065)    84.260     1,294.99
12-31-94     Contract Fee                       (1.00)      15.59407180      (0.064)    84.196     1,312.96
12-31-95     Contract Fee                       (1.00)      18.07282328      (0.055)    84.141     1,520.66
12-31-96     Contract Fee                       (1.00)      23.66770609      (0.042)    84.099     1,990.42
12-31-96     Value before Surr Chg                          23.66770609       0.000     84.099     1,990.42
12-31-96     Surrender Charge                   (3.75)      23.66770609      (0.158)    83.940     1,986.67
Cumulative Total Returns without/with chrgs                      99.76% A                            98.67% C
Avg. Annual Total Returns without/with chrgs                     14.84% B                            14.72% D

                       TEMPLETON GLOBAL INCOME SECURITIES
12-31-91     Purchase                       $1,000.00      $12.96200318      77.149     77.149    $1,000.00
12-31-92     Contract Fee                       (1.00)      12.73250766      (0.079)    77.070       981.29
12-31-93     Contract Fee                       (1.00)      14.64984870      (0.068)    77.002     1,128.06
12-31-94     Contract Fee                       (1.00)      13.72629720      (0.073)    76.929     1,055.95
12-31-95     Contract Fee                       (1.00)      15.52246997      (0.064)    76.864     1,193.13
12-31-96     Contract Fee                       (1.00)      16.78052472      (0.060)    76.805     1,288.83
12-31-96     Value before Surr Chg                          16.78052472       0.000     76.805     1,288.83
12-31-96     Surrender Charge                   (3.75)      16.78052472      (0.223)    76.581     1,285.08
Cumulative Total Returns without/with chrgs                      29.46% A                            28.51% C
Avg. Annual Total Returns without/with chrgs                      5.30% B                             5.14% D


                           U.S. GOVERNMENT SECURITIES
12-31-91     Purchase                       $1,000.00      $12.79761583      78.140     78.140    $1,000.00
12-31-92     Contract Fee                       (1.00)      13.58621153      (0.074)    78.066     1,060.62
12-31-93     Contract Fee                       (1.00)      14.69826319      (0.068)    77.998     1,146.43
12-31-94     Contract Fee                       (1.00)      13.83490825      (0.072)    77.926     1,078.09
12-31-95     Contract Fee                       (1.00)      16.29770051      (0.061)    77.864     1,269.01
12-31-96     Contract Fee                       (1.00)      16.65018339      (0.060)    77.804     1,295.45
12-31-96     Value before Surr Chg                          16.65018339       0.000     77.804     1,295.45
12-31-96     Surrender Charge                   (3.75)      16.65018339      (0.225)    77.579     1,291.70
Cumulative Total Returns without/with chrgs                      30.10% A                            29.17% C
Avg. Annual Total Returns without/with chrgs                      5.40% B                             5.25% D

                                 UTILITY EQUITY
12-31-91     Purchase                       $1,000.00      $14.82143005      67.470     67.470    $1,000.00
12-31-92     Contract Fee                       (1.00)      15.88865152      (0.063)    67.407     1,071.01
12-31-93     Contract Fee                       (1.00)      17.31879581      (0.058)    67.349     1,166.41
12-31-94     Contract Fee                       (1.00)      15.10395032      (0.066)    67.283     1,016.24
12-31-95     Contract Fee                       (1.00)      19.56451758      (0.051)    67.232     1,315.36
12-31-96     Contract Fee                       (1.00)      20.65439774      (0.048)    67.183     1,387.63
12-31-96     Value before Surr Chg                          20.65439774       0.000     67.183     1,387.63
12-31-96     Surrender Charge                   (3.75)      20.65439774      (0.182)    67.002     1,383.88
Cumulative Total Returns without/with chrgs                      39.35% A                            38.39% C
Avg. Annual Total Returns without/with chrgs                      6.86% B                             6.71% D

                               ZERO COUPON - 2000
12-31-91     Purchase                       $1,000.00      $13.57017992      73.691     73.691    $1,000.00
12-31-92     Contract Fee                       (1.00)      14.59489368      (0.069)    73.622     1,074.51
12-31-93     Contract Fee                       (1.00)      16.71742785      (0.060)    73.563     1,229.78
12-31-94     Contract Fee                       (1.00)      15.37318118      (0.065)    73.498     1,129.89
12-31-95     Contract Fee                       (1.00)      18.29362036      (0.055)    73.443     1,343.54
12-31-96     Contract Fee                       (1.00)      18.47475298      (0.054)    73.389     1,355.84
12-31-96     Value before Surr Chg                          18.47475298       0.000     73.389     1,355.84
12-31-96     Surrender Charge                   (3.75)      18.47475298      (0.203)    73.186     1,352.09
Cumulative Total Returns without/with chrgs                      36.14% A                            35.21% C
Avg. Annual Total Returns without/with chrgs                      6.36% B                             6.22% D
 
                               ZERO COUPON - 2005
12-31-91     Purchase                       $1,000.00      $13.70496151      72.966     72.966    $1,000.00
12-31-92     Contract Fee                       (1.00)      14.97467685      (0.067)    72.899     1,091.65
12-31-93     Contract Fee                       (1.00)      18.04995514      (0.055)    72.844     1,314.83
12-31-94     Contract Fee                       (1.00)      16.09601101      (0.062)    72.782     1,171.50
12-31-95     Contract Fee                       (1.00)      20.91363234      (0.048)    72.734     1,521.14
12-31-96     Contract Fee                       (1.00)      20.51665706      (0.049)    72.685     1,491.26
12-31-96     Value before Surr Chg                          20.51665706       0.000     72.685     1,491.26
12-31-96     Surrender Charge                   (3.75)      20.51665706      (0.183)    72.503     1,487.51
Cumulative Total Returns without/with chrgs                      49.70% A                            48.75% C
Avg. Annual Total Returns without/with chrgs                      8.40% B                             8.27% D

                               ZERO COUPON - 2010
12-31-91     Purchase                       $1,000.00      $13.48230431      74.171     74.171    $1,000.00
12-31-92     Contract Fee                       (1.00)      14.66961344      (0.068)    74.103     1,087.06
12-31-93     Contract Fee                       (1.00)      18.14448916      (0.055)    74.048     1,343.56
12-31-94     Contract Fee                       (1.00)      15.92982416      (0.063)    73.985     1,178.57
12-31-95     Contract Fee                       (1.00)      22.43134838      (0.045)    73.941     1,658.59
12-31-96     Contract Fee                       (1.00)      21.52246902      (0.046)    73.894     1,590.39
12-31-96     Value before Surr Chg                          21.52246902       0.000     73.894     1,590.39
12-31-96     Surrender Charge                   (3.75)      21.52246902      (0.174)    73.720     1,586.64
Cumulative Total Returns without/with chrgs                      59.63% A                            58.66% C
Avg. Annual Total Returns without/with chrgs                      9.81% B                             9.67% 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)    11.25417490    (0.089)  99.911    1,124.42
12-31-96      Value before Surr Chg                                  11.25417490     0.000   99.911    1,124.42
12-31-96      Surrender Charge                            (51.00)    11.25417490    (4.532)  95.379    1,073.42
Cumulative Total Returns without/with chgs                                12.54% A                        7.34% C
Avg. Annual Total Returns without/with chgs                                   NA B                           NA D

                                GROWTH AND INCOME
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)     9.60621064    (0.104)  99.896      959.62
1-24-91       Contract Fee                                 (1.00)    10.04911751    (0.100)  99.796    1,002.87
1-24-92       Contract Fee                                 (1.00)    12.19460473    (0.082)  99.714    1,215.98
1-24-93       Contract Fee                                 (1.00)    12.62194644    (0.079)  99.635    1,257.59
1-24-94       Contract Fee                                 (1.00)    14.16249217    (0.071)  99.565    1,410.08
1-24-95       Contract Fee                                 (1.00)    13.34952632    (0.075)  99.490    1,328.14
1-24-96       Contract Fee                                 (1.00)    17.36302808    (0.058)  99.432    1,726.44
12-31-96      Value before Surr Chg                                  19.48959860     0.000   99.432    1,937.89
12-31-96      Contract Fee                                 (1.00)    19.48959860    (0.051)  99.381    1,936.89
12-31-96      Surrender Charge                              0.00     19.48959860     0.000   99.381    1,936.89
Cumulative Total Returns without/with chgs                                94.90% A                       93.69% C
Avg. Annual Total Returns without/with chgs                                8.77% B                        8.68% D

                                   HIGH INCOME
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)     9.99164502    (0.100)  99.900      998.16
1-24-91       Contract Fee                                 (1.00)     8.99722270    (0.111)  99.789      897.82
1-24-92       Contract Fee                                 (1.00)    11.88821941    (0.084)  99.705    1,185.31
1-24-93       Contract Fee                                 (1.00)    13.44703876    (0.074)  99.630    1,339.73
1-24-94       Contract Fee                                 (1.00)    15.36027784    (0.065)  99.565    1,529.35
1-24-95       Contract Fee                                 (1.00)    14.72506391    (0.068)  99.497    1,465.10
1-24-96       Contract Fee                                 (1.00)    17.51218685    (0.057)  99.440    1,741.41
12-31-96      Value before Surr Chg                                  19.37479425     0.000   99.440    1,926.63
12-31-96      Contract Fee                                 (1.00)    19.37479425    (0.052)  99.389    1,925.63
12-31-96      Surrender Charge                              0.00     19.37479425     0.000   99.389    1,925.63
Cumulative Total Returns without/with chgs                                93.75% A                       92.56% C
Avg. Annual Total Returns without/with chgs                                8.69% B                        8.60% D

                                INCOME SECURITIES
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)    10.71309911    (0.093)  99.907    1,070.31
1-24-91       Contract Fee                                 (1.00)     9.95244729    (0.100)  99.806      993.32
1-24-92       Contract Fee                                 (1.00)    14.03346495    (0.071)  99.735    1,399.63
1-24-93       Contract Fee                                 (1.00)    15.36060973    (0.065)  99.670    1,530.99
1-24-94       Contract Fee                                 (1.00)    17.72926867    (0.056)  99.613    1,766.07
1-24-95       Contract Fee                                 (1.00)    16.36456157    (0.061)  99.552    1,629.13
1-24-96       Contract Fee                                 (1.00)    20.20965612    (0.049)  99.503    2,010.92
12-31-96      Value before Surr Chg                                  21.70827863     0.000   99.503    2,160.04
12-31-96      Contract Fee                                 (1.00)    21.70827863    (0.046)  99.457    2,159.04
12-31-96      Surrender Charge                              0.00     21.70827863     0.000   99.457    2,159.04
Cumulative Total Returns without/with chgs                               117.08% A                      115.90% C
Avg. Annual Total Returns without/with chgs                               10.25% B                       10.18% D

                                  MONEY MARKET
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)    10.67978818    (0.094)  99.906    1,066.98
1-24-91       Contract Fee                                 (1.00)    11.32877884    (0.088)  99.818    1,130.82
1-24-92       Contract Fee                                 (1.00)    11.75876120    (0.085)  99.733    1,172.74
1-24-93       Contract Fee                                 (1.00)    11.94119334    (0.084)  99.649    1,189.93
1-24-94       Contract Fee                                 (1.00)    12.07592840    (0.083)  99.566    1,202.36
1-24-95       Contract Fee                                 (1.00)    12.38828249    (0.081)  99.486    1,232.46
1-24-96       Contract Fee                                 (1.00)    12.92030455    (0.077)  99.408    1,284.39
12-31-96      Value before Surr Chg                                  13.35923111     0.000   99.408    1,328.02
12-31-96      Contract Fee                                 (1.00)    13.35923111    (0.075)  99.334    1,327.02
12-31-96      Surrender Charge                              0.00     13.35923111     0.000   99.334    1,327.02
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)    10.18045638    (0.098)  99.902    1,017.05
12-31-96      Value before Surr Chg                                  10.18045638     0.000   99.902    1,017.05
12-31-96      Surrender Charge                            (51.00)    10.18045638    (5.010)  94.892      966.05
Cumulative Total Returns without/with chgs                                 1.80% A                       -3.40% 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)    10.33016898    (0.097)  99.903    1,032.02
12-31-96      Value before Surr Chg                                  10.33016898     0.000   99.903    1,032.02
12-31-96      Surrender Charge                            (51.00)    10.33016898    (4.937)  94.966      981.02
Cumulative Total Returns without/with chgs                                 3.30% A                       -1.90% 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)    12.89722725    (0.078)  99.922    1,288.72
1-24-91       Contract Fee                                 (1.00)     9.78594476    (0.102)  99.820      976.84
1-24-92       Contract Fee                                 (1.00)    10.94243678    (0.091)  99.729    1,091.28
1-24-93       Contract Fee                                 (1.00)     9.15485419    (0.109)  99.620      912.00
1-24-94       Contract Fee                                 (1.00)    14.48022000    (0.069)  99.551    1,441.51
1-24-95       Contract Fee                                 (1.00)    13.03370860    (0.077)  99.474    1,296.51
1-24-96       Contract Fee                                 (1.00)    15.98656882    (0.063)  99.411    1,589.25
12-31-96      Value before Surr Chg                                  14.46741645     0.000   99.411    1,438.22
12-31-96      Contract Fee                                 (1.00)    14.46741645    (0.069)  99.342    1,437.22
12-31-96      Surrender Charge                              0.00     14.46741645     0.000   99.342    1,437.22
Cumulative Total Returns without/with chgs                                44.67% A                       43.72% C
Avg. Annual Total Returns without/with chgs                                4.76% B                        4.67% D

                             REAL ESTATE SECURITIES
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)    10.13988901    (0.099)  99.901    1,012.99
1-24-91       Contract Fee                                 (1.00)     9.37706788    (0.107)  99.795      935.78
1-24-92       Contract Fee                                 (1.00)    12.28427530    (0.081)  99.713    1,224.91
1-24-93       Contract Fee                                 (1.00)    13.54478625    (0.074)  99.640    1,349.60
1-24-94       Contract Fee                                 (1.00)    15.37525910    (0.065)  99.574    1,530.98
1-24-95       Contract Fee                                 (1.00)    15.00928122    (0.067)  99.508    1,493.54
1-24-96       Contract Fee                                 (1.00)    18.15857148    (0.055)  99.453    1,805.92
12-31-96      Value before Surr Chg                                  23.66770609     0.000   99.453    2,353.82
12-31-96      Contract Fee                                 (1.00)    23.66770609    (0.042)  99.411    2,352.82
12-31-96      Surrender Charge                              0.00     23.66770609     0.000   99.411    2,352.82
Cumulative Total Returns without/with chgs                               136.68% A                      135.28% C
Avg. Annual Total Returns without/with chgs                               11.46% B                       11.38% D

                                RISING DIVIDENDS
1-27-92       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-27-93       Contract Fee                                 (1.00)    10.69831588    (0.093)  99.907    1,068.83
1-27-94       Contract Fee                                 (1.00)    10.38483458    (0.096)  99.810    1,036.51
1-27-95       Contract Fee                                 (1.00)     9.97357882    (0.100)  99.710      994.47
1-27-96       Contract Fee                                 (1.00)    12.53425589    (0.080)  99.630    1,248.79
12-31-96      Value before Surr Chg                                  15.30299222     0.000   99.630    1,524.64
12-31-96      Contract Fee                                 (1.00)    15.30299222    (0.065)  99.565    1,523.64
12-31-96      Surrender Charge                             (3.75)    15.30299222    (0.245)  99.320    1,519.89
Cumulative Total Returns without/with chgs                                53.03% A                       51.99% C
Avg. Annual Total Returns without/with chgs                                9.01% B                        8.86% 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)    12.15810442    (0.082)  99.918    1,214.81
12-31-96      Value before Surr Chg                                  12.91274591     0.000   99.918    1,290.21
12-31-96      Contract Fee                                 (1.00)    12.91274591    (0.077)  99.840    1,289.21
12-31-96      Surrender Charge                            (35.00)    12.91274591    (2.711)  97.130    1,254.21
Cumulative Total Returns without/with chgs                                29.13% A                       25.42% C
Avg. Annual Total Returns without/with chgs                               24.49% B                       21.42% D

                       TEMPLETON DEVELOPING MARKETS EQUITY
3-15-94       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
3-15-95       Contract Fee                                 (1.00)     8.62834892    (0.116)  99.884      861.83
3-15-96       Contract Fee                                 (1.00)    10.29583833    (0.097)  99.787    1,027.39
12-31-96      Value before Surr Chg                                  11.48724479     0.000   99.787    1,146.28
12-31-96      Contract Fee                                 (1.00)    11.48724479    (0.087)  99.700    1,145.28
12-31-96      Surrender Charge                            (22.00)    11.48724479    (1.915)  97.785    1,123.28
Cumulative Total Returns without/with chgs                                14.87% A                       12.33% C
Avg. Annual Total Returns without/with chgs                                5.08% B                        4.24% 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)    11.25238520    (0.089)  99.911    1,124.24
12-31-96      Value before Surr Chg                                  12.51416879     0.000   99.911    1,250.30
12-31-96      Contract Fee                                 (1.00)    12.51416879    (0.080)  99.831    1,249.30
12-31-96      Surrender Charge                            (35.00)    12.51416879    (2.797)  97.034    1,214.30
Cumulative Total Returns without/with chgs                                25.14% A                       21.43% C
Avg. Annual Total Returns without/with chgs                               14.36% B                       12.32% 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)    10.10361218    (0.099)  99.901    1,009.36
3-15-96       Contract Fee                                 (1.00)    11.81545835    (0.085)  99.816    1,179.38
12-31-96      Value before Surr Chg                                  13.55953972     0.000   99.816    1,353.46
12-31-96      Contract Fee                                 (1.00)    13.55953972    (0.074)  99.743    1,352.46
12-31-96      Surrender Charge                            (22.00)    13.55953972    (1.622)  98.120    1,330.46
Cumulative Total Returns without/with chgs                                35.60% A                       33.05% C
Avg. Annual Total Returns without/with chgs                               11.49% B                       10.74% D

                       TEMPLETON GLOBAL INCOME SECURITIES
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)    10.86134310    (0.092)  99.908    1,085.13
1-24-91       Contract Fee                                 (1.00)    11.78457305    (0.085)  99.823    1,176.37
1-24-92       Contract Fee                                 (1.00)    12.96036211    (0.077)  99.746    1,292.74
1-24-93       Contract Fee                                 (1.00)    12.79597793    (0.078)  99.668    1,275.35
1-24-94       Contract Fee                                 (1.00)    14.83430587    (0.067)  99.600    1,477.50
1-24-95       Contract Fee                                 (1.00)    13.57814674    (0.074)  99.527    1,351.39
1-24-96       Contract Fee                                 (1.00)    15.44939311    (0.065)  99.462    1,536.63
12-31-96      Value before Surr Chg                                  16.78052472     0.000   99.462    1,669.02
12-31-96      Contract Fee                                 (1.00)    16.78052472    (0.060)  99.402    1,668.02
12-31-96      Surrender Charge                              0.00     16.78052472     0.000   99.402    1,668.02
Cumulative Total Returns without/with chgs                                67.81% A                       66.80% C
Avg. Annual Total Returns without/with chgs                                6.74% B                        6.66% D

                         TEMPLETON INTERNATIONAL EQUITY
1-27-92       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-27-93       Contract Fee                                 (1.00)     9.54360836    (0.105)  99.895      953.36
1-27-94       Contract Fee                                 (1.00)    12.87738433    (0.078)  99.818    1,285.39
1-27-95       Contract Fee                                 (1.00)    11.94433728    (0.084)  99.734    1,191.25
1-27-96       Contract Fee                                 (1.00)    13.57666972    (0.074)  99.660    1,353.05
12-31-96      Value before Surr Chg                                  16.08142393     0.000   99.660    1,602.68
12-31-96      Contract Fee                                 (1.00)    16.08142393    (0.062)  99.598    1,601.68
12-31-96      Surrender Charge                             (3.75)    16.08142393    (0.233)  99.365    1,597.93
Cumulative Total Returns without/with chgs                                60.81% A                       59.79% C
Avg. Annual Total Returns without/with chgs                               10.11% B                        9.97% 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                                  11.14519961     0.000  100.000    1,114.52
12-31-96      Contract Fee                                 (1.00)    11.14519961    (0.090)  99.910    1,113.52
12-31-96      Surrender Charge                            (51.00)    11.14519961    (4.576)  95.334    1,062.52
Cumulative Total Returns without/with chgs                                11.45% A                        6.25% C
Avg. Annual Total Returns without/with chgs                                   NA B                           NA D

                            TEMPLETON PACIFIC GROWTH
1-27-92       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-27-93       Contract Fee                                 (1.00)     9.92851087    (0.101)  99.899      991.85
1-27-94       Contract Fee                                 (1.00)    14.10178760    (0.071)  99.828    1,407.76
1-27-95       Contract Fee                                 (1.00)    11.94769270    (0.084)  99.745    1,191.72
1-27-96       Contract Fee                                 (1.00)    14.49670523    (0.069)  99.676    1,444.97
12-31-96      Value before Surr Chg                                  14.93159316     0.000   99.676    1,488.32
12-31-96      Contract Fee                                 (1.00)    14.93159316    (0.067)  99.609    1,487.32
12-31-96      Surrender Charge                             (3.75)    14.93159316    (0.251)  99.358    1,483.57
Cumulative Total Returns without/with chgs                                49.32% A                       48.36% C
Avg. Annual Total Returns without/with chgs                                8.47% B                        8.33% 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)    10.30827187    (0.097)  99.903    1,029.83
3-14-91       Contract Fee                                 (1.00)    11.46249369    (0.087)  99.816    1,144.14
3-14-92       Contract Fee                                 (1.00)    12.40064739    (0.081)  99.735    1,236.78
3-14-93       Contract Fee                                 (1.00)    14.10187466    (0.071)  99.664    1,405.45
3-14-94       Contract Fee                                 (1.00)    14.26756989    (0.070)  99.594    1,420.97
3-14-95       Contract Fee                                 (1.00)    14.67370156    (0.068)  99.526    1,460.41
3-14-96       Contract Fee                                 (1.00)    15.92525376    (0.063)  99.463    1,583.98
12-31-96      Value before Surr Chg                                  16.65018339     0.000   99.463    1,656.08
12-31-96      Contract Fee                                 (1.00)    16.65018339    (0.060)  99.403    1,655.08
12-31-96      Surrender Charge                              0.00     16.65018339     0.000   99.403    1,655.08
Cumulative Total Returns without/with chgs                                66.50% A                       65.51% C
Avg. Annual Total Returns without/with chgs                                6.75% B                        6.67% D

                                 UTILITY EQUITY
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)    11.48396786    (0.087)  99.913    1,147.40
1-24-91       Contract Fee                                 (1.00)    11.97256112    (0.084)  99.829    1,195.21
1-24-92       Contract Fee                                 (1.00)    14.23979461    (0.070)  99.759    1,420.55
1-24-93       Contract Fee                                 (1.00)    15.97559846    (0.063)  99.697    1,592.71
1-24-94       Contract Fee                                 (1.00)    16.50535338    (0.061)  99.636    1,644.53
1-24-95       Contract Fee                                 (1.00)    15.57082971    (0.064)  99.572    1,550.42
1-24-96       Contract Fee                                 (1.00)    19.81799066    (0.050)  99.521    1,972.31
12-31-96      Value before Surr Chg                                  20.65439774     0.000   99.521    2,055.55
12-31-96      Contract Fee                                 (1.00)    20.65439774    (0.048)  99.473    2,054.55
12-31-96      Surrender Charge                              0.00     20.65439774     0.000   99.473    2,054.55
Cumulative Total Returns without/with chgs                               106.54% A                      105.46% C
Avg. Annual Total Returns without/with chgs                                9.57% B                        9.49% D

                               ZERO COUPON - 2000
3-14-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
3-14-90       Contract Fee                                 (1.00)    10.38718687    (0.096)  99.904    1,037.72
3-14-91       Contract Fee                                 (1.00)    11.51435997    (0.087)  99.817    1,149.33
3-14-92       Contract Fee                                 (1.00)    12.66478418    (0.079)  99.738    1,263.16
3-14-93       Contract Fee                                 (1.00)    15.54092694    (0.064)  99.674    1,549.02
3-14-94       Contract Fee                                 (1.00)    16.04445243    (0.062)  99.611    1,598.21
3-14-95       Contract Fee                                 (1.00)    16.25253463    (0.062)  99.550    1,617.94
3-14-96       Contract Fee                                 (1.00)    17.85770371    (0.056)  99.494    1,776.73
12-31-96      Value before Surr Chg                                  18.47475298     0.000   99.494    1,838.12
12-31-96      Contract Fee                                 (1.00)    18.47475298    (0.054)  99.440    1,837.12
12-31-96      Surrender Charge                              0.00     18.47475298     0.000   99.440    1,837.12
Cumulative Total Returns without/with chgs                                84.75% A                       83.71% C
Avg. Annual Total Returns without/with chgs                                8.18% B                        8.10% D

                               ZERO COUPON - 2005
3-14-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
3-14-90       Contract Fee                                 (1.00)    10.39705125    (0.096)  99.904    1,038.71
3-14-91       Contract Fee                                 (1.00)    11.55409702    (0.087)  99.817    1,153.30
3-14-92       Contract Fee                                 (1.00)    12.66096149    (0.079)  99.738    1,262.78
3-14-93       Contract Fee                                 (1.00)    16.42515250    (0.061)  99.677    1,637.22
3-14-94       Contract Fee                                 (1.00)    16.93608169    (0.059)  99.618    1,687.14
3-14-95       Contract Fee                                 (1.00)    17.21684038    (0.058)  99.560    1,714.11
3-14-96       Contract Fee                                 (1.00)    19.49696512    (0.051)  99.509    1,940.12
12-31-96      Value before Surr Chg                                  20.51665706     0.000   99.509    2,041.59
12-31-96      Contract Fee                                 (1.00)    20.51665706    (0.049)  99.460    2,040.59
12-31-96      Surrender Charge                              0.00     20.51665706     0.000   99.460    2,040.59
Cumulative Total Returns without/with chgs                               105.17% A                      104.06% C
Avg. Annual Total Returns without/with chgs                                9.64% B                        9.57% D

                               ZERO COUPON - 2010
3-14-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
3-14-90       Contract Fee                                 (1.00)    10.26881437    (0.097)  99.903    1,025.88
3-14-91       Contract Fee                                 (1.00)    11.36823998    (0.088)  99.815    1,134.72
3-14-92       Contract Fee                                 (1.00)    12.29280886    (0.081)  99.733    1,226.00
3-14-93       Contract Fee                                 (1.00)    16.18583635    (0.062)  99.672    1,613.27
3-14-94       Contract Fee                                 (1.00)    16.90519720    (0.059)  99.612    1,683.97
3-14-95       Contract Fee                                 (1.00)    17.12909328    (0.058)  99.554    1,705.27
3-14-96       Contract Fee                                 (1.00)    19.99802778    (0.050)  99.504    1,989.88
12-31-96      Value before Surr Chg                                  21.52246902     0.000   99.504    2,141.57
12-31-96      Contract Fee                                 (1.00)    21.52246902    (0.046)  99.458    2,140.57
12-31-96      Surrender Charge                              0.00     21.52246902     0.000   99.458    2,140.57
Cumulative Total Returns without/with chgs                               115.22% A                      114.06% C
Avg. Annual Total Returns without/with chgs                               10.32% B                       10.24% 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     $17.33223864      57.696     57.696    $1,000.00
12-31-96     Contract Fee                                 (1.00)     21.35394577      (0.047)    57.649     1,231.04
12-31-96     Value before Surr Chg                                   21.35394577       0.000     57.649     1,231.04
12-31-96     Surrender Charge                            (51.00)     21.35394577      (2.388)    55.261     1,180.04

Average Annual Total Returns without/with charges                         23.20% B                            18.00% C

                      MUTUAL SHARES SECURITIES SUB-ACCOUNT
12-31-95     Purchase                                 $1,000.00     $499.31112267       2.003     2.003    $1,000.00
12-31-96     Contract Fee                                 (1.00)     594.81873447      (0.002)    2.001     1,190.28
12-31-96     Value before Surr Chg                                   594.81873447       0.000     2.001     1,190.28
12-31-96     Surrender Charge                            (51.00)     594.81873447      (0.086)    1.915     1,139.28

Average Annual Total Returns without/with charges                          19.13% B                           13.93% 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     $267.59225358       3.737      3.737    $1,000.00
12-31-92     Contract Fee                                (1.00)     319.96432021      (0.003)     3.734     1,194.72
12-31-93     Contract Fee                                (1.00)     381.49293860      (0.003)     3.731     1,423.46
12-31-94     Contract Fee                                (1.00)     393.09978847      (0.003)     3.729     1,465.77
12-31-95     Contract Fee                                (1.00)     499.31112267      (0.002)     3.727     1,860.80
12-31-96     Contract Fee                                (1.00)     594.81873447      (0.002)     3.725     2,215.73
12-31-96     Value before Surr Chg                                  594.81873447       0.000      3.725     2,215.73
12-31-96     Surrender Charge                            (3.75)     594.81873447      (0.006)     3.719     2,211.98
Cumulative Total Rtns. without/with chrgs.                               122.29% C                           121.20% E
Avg. Annual Total Rtns. without/with chrgs.                               17.32% D                            17.21% 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      $165.05304095       6.059      6.059     $1,000.00
12-31-87    Contract Fee                               (1.00)      173.13664331      (0.006)     6.053      1,047.98
12-31-88    Contract Fee                               (1.00)      222.98420480      (0.004)     6.048      1,348.70
12-31-89    Contract Fee                               (1.00)      252.57163809      (0.004)     6.044      1,526.65
12-31-90    Contract Fee                               (1.00)      224.56176656      (0.004)     6.040      1,356.35
12-31-91    Contract Fee                               (1.00)      267.59225358      (0.004)     6.036      1,615.25
12-31-92    Contract Fee                               (1.00)      319.96432021      (0.003)     6.033      1,930.38
12-31-93    Contract Fee                               (1.00)      381.49293860      (0.003)     6.031      2,300.59
12-31-94    Contract Fee                               (1.00)      393.09978847      (0.003)     6.028      2,369.59
12-31-95    Contract Fee                               (1.00)      499.31112267      (0.002)     6.026      3,008.83
12-31-96    Contract Fee                               (1.00)      594.81873447      (0.002)     6.024      3,583.35
12-31-96    Value before Surr Chg                                  594.81873447       0.000      6.024      3,583.35
12-31-96    Surrender Charge                            0.00       594.81873447       0.000      6.024      3,583.35
Cumulative Total Rtns. without/with chrgs.                              260.38% C                            258.34% E
Avg. Annual Total Rtns. without/with chrgs.                              13.68% D                             13.61% 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)     13.39109512      (0.075)     99.925     1,338.11
12-31-94    Contract Fee                                (1.00)     13.67637317      (0.073)     99.852     1,365.62
12-31-95    Contract Fee                                (1.00)     17.33223864      (0.058)     99.795     1,729.66
12-31-96    Contract Fee                                (1.00)     21.35394577      (0.047)     99.748     2,130.01
12-31-96    Value before Surr Chg                                  21.35394577       0.000      99.748     2,130.01
12-31-96    Surrender Charge                           (12.00)     21.35394577      (0.562)     99.186     2,118.01
Cumulative Total Rtns. without/with chgs.                              113.54% C                            111.80% E
Avg. Annual Total Rtns. without/with chgs.                              20.87% D                             20.62% 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>


                           Organizational Chart

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

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

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



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