ALLIANZ LIFE VARIABLE ACCOUNT B
485BPOS, 1997-04-29
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                                                            File Nos. 33-76190
                                                                     811-05618
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

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

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
          Amendment No.    32                                             (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 6.   Deductions. . . . . . . . . . . . . . . . . . .  Charges and
                                                           Deductions

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

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

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

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

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

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

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

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





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

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

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

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

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

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

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

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

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

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

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

                                    PART C

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

<PAGE>

                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

    HOME OFFICE:                                            VIP SERVICE CENTER:
    1750 Hennepin Avenue                                    P.O. Box 30343
    Minneapolis, MN 55403-2195                              Tampa, FL 33630-3343
   (800) 542-5427                                           (800) 774-5001

   
                              INDIVIDUAL IMMEDIATE
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                  MAY 1, 1997
    


The Individual Immediate Variable Annuity Contracts (the "Contracts")  described
in this Prospectus provide lifetime income to the Annuitant and Joint Annuitant,
if any, under the Annuity Option selected.  The Annuitant is the Contract Owner.
The  Contract  Owner  selects the Annuity  Option and the  frequency  of payment
(e.g., monthly, quarterly, semi-annual, annual).

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

   
The Contracts  are acquired by the payment of a single  purchase  payment.  Some
states assess premium taxes (see "Charges and Deductions - Premium Taxes").  The
Single Purchase  Payment less the premium tax is referred to as the Net Purchase
Payment.  The Single  Purchase  Payment for the Contracts will be allocated to a
segregated investment account of Allianz Life Insurance Company of North America
(the "Company") which account has been designated  Allianz Life Variable Account
B (the "Variable Account") or to the Company's Fixed Account.  THE FIXED ACCOUNT
IS  NOT  AVAILABLE  IN  ALL  STATES  UNTIL  APPROVED  BY  THE  STATE   INSURANCE
DEPARTMENTS. (CHECK WITH YOUR AGENT REGARDING AVAILABILITY).  Any portion of the
Net  Purchase  Payment  selected  to be  allocated  to the  Fixed  Account  will
temporarily  be allocated to the Money Market  Sub-Account on the Effective Date
and will be allocated to the Fixed Account on the Annuity Calculation Date.

The  Variable  Account  invests  in  shares of  Franklin  Valuemark  Funds  (the
"Trust").  The Trust is a series fund with twenty-three Funds,  sixteen of which
are  currently  available in connection  with the  Contracts  offered under this
Prospectus:  the Money  Market  Fund,  the Growth and  Income  Fund,  the Income
Securities Fund, the Mutual Shares  Securities Fund, the 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 Small Cap Fund,  the Templeton  Developing  Markets  Equity Fund, the
Templeton  Global Growth Fund,  the  Templeton  International  Equity Fund,  the
Templeton  International Smaller Companies Fund and the Templeton Pacific Growth
Fund. See "Highlights" and "Tax Status" for a discussion of owner control of the
underlying investments in a variable annuity contract.
    
       

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

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

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

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

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

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


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

Age - Age to the nearest month unless otherwise specified.

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

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

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

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

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

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

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

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

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

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

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

   
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 begin.

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

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

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

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

Qualified  Contracts - As used herein,  Contracts  issued under  Qualified Plans
which receive favorable tax treatment under Section 408 of the Code.

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

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

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

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

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


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

   
Net  Purchase  Payments  for the  Contracts  will be  allocated  to a segregated
investment  account of Allianz  Life  Insurance  Company of North  America  (the
"Company")  which  has been  designated  Allianz  Life  Variable  Account B (the
"Variable  Account") or to the Company's  Fixed Account.  Any portion of the Net
Purchase  Payment to be  allocated  to the Fixed  Account  will  temporarily  be
allocated to the Money Market Sub-Account on the Effective Date and then will be
allocated  to the Fixed  Account  on the  Annuity  Calculation  Date.  THE FIXED
ACCOUNT IS NOT  AVAILABLE  IN ALL STATES UNTIL  APPROVED BY THE STATE  INSURANCE
DEPARTMENTS. (CHECK WITH YOUR AGENT REGARDING AVAILABILITY).

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

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

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

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

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

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

   
The Company  offers  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>

   
ALLIANZ LIFE VARIABLE ACCOUNT B FEE TABLE
    

CONTRACT OWNER TRANSACTION FEES
NONE
VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Charge.........              1.25%
Administrative Expense Charge.............               .15%
                                                    ----------
Total Variable Account Annual Expenses....              1.40%
       

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

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

   
The  Management  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 by each Fund 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  various  costs  and  expenses  of  investing,   directly  or
indirectly, in the Contract.

                                                                                     MANAGEMENT                  TOTAL
                                                                                      AND FUND         OTHER    ANNUAL
                                                                                ADMINISTRATION FEES1 EXPENSES  EXPENSES
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                  <C>       <C>
Money Market Fund2.............................................................         .51%           .02%      .53%
Growth and Income Fund.........................................................         .48%           .02%      .50%
Real Estate Securities Fund....................................................         .55%           .02%      .57%
Utility Equity Fund............................................................         .47%           .03%      .50%
Income Securities Fund.........................................................         .47%           .03%      .50%
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 Fund3................................        1.00%           .16%     1.16%
Capital Growth Fund3...........................................................         .75%           .02%      .77%
Mutual Discovery Securities Fund4..............................................         .95%           .10%     1.05%
Mutual Shares Securities Fund4.................................................         .75%           .10%      .85%
<FN>
1 The Fund Administration Fee is a direct expense for the Templeton Global Asset
Allocation Fund, the Templeton  International Smaller Companies Fund, the Mutual
Discovery Securities Fund and the Mutual Shares Securities Fund; other Funds pay
for similar services  indirectly through the Management Fee. See "Management" in
the Trust  Prospectus  for further  information  regarding  Management  and Fund
Administration Fees.

2 Franklin Advisers, Inc. agreed in advance to waive a portion of its Management
Fee and to make  certain  payments to reduce  expenses of the Money  Market Fund
during  1996  and  is  currently  continuing  this  arrangement  in  1997.  This
arrangement may be terminated at any time. With this reduction,  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.

3 The Templeton International Smaller Companies Fund and the Capital Growth Fund
commenced  operations May 1, 1996. The expenses shown are estimated expenses for
the Funds for 1997.

4 The 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>
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* TO
                                      DEC. 31,   DEC. 31,   DEC. 31,  DEC. 31,  DEC. 31,   DEC. 31, DEC. 31,  DEC. 31,
SUB-ACCOUNTS:                           1996       1995       1994      1993      1992       1991     1990      1989
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>        <C>        <C>       <C>       <C>        <C>      <C>      <C>
MONEY MARKET
Unit value at beginning of period..   $12.883    $12.354    $12.066   $11.932   $11.742    $11.288  $10.637    $10.000
Unit value at end of period........   $13.359    $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

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

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

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
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                        YEAR       YEAR       YEAR      YEAR      YEAR       YEAR     YEAR   PERIOD FROM
(NUMBER OF UNITS IN THOUSANDS)          ENDED      ENDED      ENDED     ENDED     ENDED      ENDED    ENDED INCEPTION* TO
                                      DEC. 31,   DEC. 31,   DEC. 31,  DEC. 31,  DEC. 31,   DEC. 31, DEC. 31,  DEC. 31,
SUB-ACCOUNTS:                           1996       1995       1994      1993      1992       1991     1990      1989
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>        <C>        <C>       <C>       <C>        <C>      <C>      <C>
TEMPLETON GLOBAL ASSET ALLOCATION
Unit value at beginning of period..   $10.591    $10.000*    NA        NA        NA         NA       NA        NA
Unit value at end of period........   $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>
*Unit Value at inception was $10.00.
</FN>
</TABLE>
    

<PAGE>

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


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

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

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

The Variable  Account  meets the  definition of a "separate  account"  under the
federal securities laws.
The  Variable  Account  is  divided  into  Sub-Accounts  with the assets of each
Sub-Account invested in one of the Funds of Franklin Valuemark Funds.


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

   
SIXTEEN OF THE TWENTY-THREE FUNDS CURRENTLY AVAILABLE  CONSTITUTING THE FRANKLIN
VALUEMARK FUNDS ARE AVAILABLE UNDER THE CONTRACTS  DESCRIBED IN THIS PROSPECTUS.
Franklin  Valuemark  Funds (the  "Trust") is an open-end  management  investment
company  registered  under the 1940 Act. The investment  objectives of each Fund
and a discussion of potential risks are found in the accompanying prospectus for
the Trust, which is included with this Prospectus.
    

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 subadvisers.

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

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

The following Funds are available:

FUND SEEKING STABILITY
 OF PRINCIPAL AND INCOME
  Money Market Fund

   
FUNDS SEEKING GROWTH AND INCOME
  Growth and Income Fund
  Income  Securities  Fund
  Mutual Shares Securities Fund
  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
  Small Cap Fund
  Templeton Developing Markets Equity Fund
  Templeton Global Growth Fund
  Templeton International Equity Fund
  Templeton International Smaller Companies Fund
  Templeton Pacific Growth Fund

GENERAL

There is no assurance that the investment objectives of any of the Funds will be
met. Contract Owners bear the complete investment risk.

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

SUBSTITUTION OF SECURITIES

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

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

DEDUCTION FOR MORTALITY AND
EXPENSE RISK CHARGE

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

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

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

DEDUCTION FOR ADMINISTRATIVE EXPENSE CHARGE

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

DEDUCTION FOR PREMIUM TAXES

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

DEDUCTION FOR INCOME TAXES

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

DEDUCTION FOR TRUST EXPENSES

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


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

INCOME DATE

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

ANNUITY OPTIONS

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

The Annuity Options currently available are:

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

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

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

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

Option 5 - Refund Life  Annuity.  Monthly  annuity  payments are paid during the
life of the  Annuitant  ceasing with the last  annuity  payment due prior to the
Annuitant's  death  with  a  guarantee  that  at  the  Annuitant's   death,  the
Beneficiary  will receive a single cash payment (refund) equal to the sum of (a)
and (b) (if  positive),  where (a) is the dollar  value of the number of Annuity
Units equal to the total Annuity Units purchased in the Variable  Account on the
Effective  Date,  minus  the total  number  of  Annuity  Units  which  have been
transferred  to the Fixed  Account or paid as annuity  payments;  and (b) is the
dollar value of the portion of the Net Purchase  Payment  allocated to the Fixed
Account,  plus the amounts  transferred  from the Variable  Account to the Fixed
Account, minus the sum of the annuity payments made from the Fixed Account. This
calculation  assumes that the  allocation of Annuity Units  actually in force at
the time of the  Annuitant's  death had been the  allocation of Annuity Units at
issue and at all times thereafter.

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

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

CONTRACT WITHDRAWALS (LIQUIDATIONS)

Annuity Options 2 and 4

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

Annuity Option 6

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

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

   
DETERMINATION OF VARIABLE ANNUITY PAYMENTS
    

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   
Determination of Fixed Annuity Payments

On the Annuity Calculation Date, a stream of annuity payments is purchased.  The
amount of the fixed annuity payment will be the value in the Contract  allocated
to the Fixed  Account,  divided by $1,000,  then  multiplied by the  appropriate
factor for the Annuity Option selected.
    


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

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

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

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

ASSIGNMENT

The Contract  Owner may assign the Contract.  A copy of any  assignment  must be
filed with the Company's VIP Service Center.  The Company is not responsible for
the  validity of any  assignment.  If the  Contract is  assigned,  the  Contract
Owner's  rights and those of any  revocably-named  person will be subject to the
assignment.  An assignment  will not affect any payments the Company may make or
actions it may take before such  assignment has been recorded at its VIP Service
Center.  If the Contract is issued  pursuant to a qualified  plan, it may not be
assigned,  pledged  or  otherwise  transferred  except as may be  allowed  under
applicable law.

BENEFICIARY

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

CHANGE OF BENEFICIARY

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

DEATH OF BENEFICIARY

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

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

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

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

ANNUITANT

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


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

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

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

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


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

SINGLE PURCHASE PAYMENT

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

NET PURCHASE PAYMENT

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

ALLOCATION OF NET PURCHASE PAYMENT

   
The Net Purchase  Payment is allocated to one or more of the Sub-Accounts of the
Variable  Account on the Effective Date. Any portion of the Net Purchase Payment
selected to be allocated to the Fixed Account will  temporarily  be allocated to
the Money Market  Sub-Account on the Effective Date and will be allocated to the
Fixed  Account  on the  Annuity  Calculation  Date.  THE  FIXED  ACCOUNT  IS NOT
AVAILABLE  IN ALL STATES  UNTIL  APPROVED  BY THE STATE  INSURANCE  DEPARTMENTS.
(CHECK WITH YOUR AGENT REGARDING AVAILABILITY). The requested allocation to each
Sub-Account  and the Fixed  Account is made in  percentages  of the Net Purchase
Payment.  Whole  percentages  must be used and each  must be at least  10%.  The
Company has the right to allocate the Net  Purchase  Payment to the Money Market
Sub-Account  until the  expiration  of the  Free-Look  Period.  Thereafter,  the
allocations  will be made to one or more of the  Sub-Accounts as selected by the
Contract  Owner.  The  Company  reserves  the  right  to  limit  the  number  of
Sub-Accounts  that a  Contract  Owner may  invest in at any one time  (except in
Texas).   Currently,  the  Contract  Owner  may  initially  select  up  to  nine
Sub-Accounts,  and may only be invested in a maximum of ten  Sub-Accounts at any
one time throughout the life of the Contract.
    

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

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

CONTRACT VALUE

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

VIP UNIT

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

  a.   is the net result of

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

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

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

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

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

TRANSFERS

   
The Contract Owner may transfer all or part of the Contract  Owner's interest in
a  Sub-Account  to another  Sub-Account  without  the  imposition  of any fee or
charge.  No  transfers  may take  place from the Fixed  Account to the  Variable
Account.

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.
    

All transfers are subject to the following:

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

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

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

  d.   at least one  allocation  to the  Fixed  Account is  permitted.  Both the
initial  allocation to the Fixed Account and each  transfer to the Fixed Account
will be treated as an allocation.

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

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


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

   
NALAC  Financial  Plans,  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 at the time of purchase up to 4% of the
Single Purchase Payment.  Broker-dealers  are also paid a trail commission of up
to 40 basis  points on the net single  premium  reserve  for the  Contract.  The
Company, by agreement with the broker-dealer,  pays commissions as a combination
of a certain percentage amount at the time of sale and a trail commission (which
when  combined  could exceed 4% of the Single  Purchase  Payment).  In addition,
under  certain  circumstances,  the  Company  and/or  Advisers or certain of its
affiliates,  under a  marketing  support  agreement  with NFP,  may pay  certain
sellers for other  services  not directly  related to the sale of the  Contracts
such as special marketing support allowances.
    

DELAY OF PAYMENTS

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

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

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

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

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

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

   
The Company  reserves the right to postpone  withdrawals  from the Fixed Account
for a period of up to six months.
    


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

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


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

MONEY MARKET SUB-ACCOUNT

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

OTHER SUB-ACCOUNTS

   
From time to time,  the Company or NFP may publish the current  yields and total
returns  of the  other  Sub-Accounts  in 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 VIP Unit value at
the end of such period.  Total return information will include the Sub-Account's
average  annual total return over the most recent four  calendar  quarters,  the
period from the Sub-Account's inception of operations,  and, for Sub-Accounts in
existence  for five years or more,  for five  years.  The average  annual  total
return is based upon the value of the VIP Units acquired  through a hypothetical
$1,000 investment of the VIP Unit value at the beginning of the specified period
and the value of the VIP Unit at the end of such period,  assuming  reinvestment
of all  distributions and the deduction of the Mortality and Expense Risk Charge
and the  Administrative  Expense  Charge.  Each  Sub-Account  may also advertise
cumulative  and total return  information  over  different  periods of time. The
performance of the Sub-Accounts  reflects results achieved prior to the date the
Contracts first invested in the Sub-Accounts.
    

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.
       

PERFORMANCE RANKING

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

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


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

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

GENERAL

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

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

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

DIVERSIFICATION

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

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

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

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

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

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

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

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

MULTIPLE CONTRACTS

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

TAX TREATMENT OF DISTRIBUTIONS -
NON-QUALIFIED CONTRACTS

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

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

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

QUALIFIED PLANS

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

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

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

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

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

TAX TREATMENT OF DISTRIBUTIONS - IRA CONTRACTS

In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.

   
Section  72(t) of the Code  imposes a 10% penalty tax on the taxable  portion of
any distribution from qualified  retirement plans,  including IRA Contracts.  To
the extent  amounts are not  includible  in gross income  because they have been
rolled over to an IRA or to another eligible qualified plan, no tax penalty will
be imposed. The tax penalty will not apply to the following  distributions:  (a)
if distribution is made on or after the date on which the Annuitant  reaches age
591/2; (b) distributions following the death or disability of the Annuitant (for
this  purpose  disability  is as defined in Section  72(m)(7) of the Code);  (c)
distributions that are part of a series of substantially equal periodic payments
made not less frequently than annually for the life (or life  expectancy) of the
Annuitant or the joint lives (or joint life  expectancies)  of the Annuitant and
his or her designated  Beneficiary;  (d) distributions  made to the Annuitant to
the extent such  distributions do not exceed the amount allowable as a deduction
under Code Section 213 to the Annuitant for amounts paid during the taxable year
for medical care; and (e) distributions from an IRA Contract for the purchase of
medical  insurance  (as described in Section  213(d)(1)(D)  of the Code) for the
Annuitant  and his or her spouse and  dependents  if the  Annuitant has received
unemployment  compensation for at least 12 weeks.  This exception will no longer
apply  after  the  Annuitant  has been  re-employed  for at least 60 days.  With
respect to (c) above, if the series of substantially  equal periodic payments is
modified  before the later of the Annuitant  attaining age 591/2 or 5 years from
the  date of the  first  annuity  payment,  then  the  tax  for the  year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the  exception was used. A partial  withdrawal  may result in the
modification  of the series of annuity  payments made after such  withdrawal and
therefore could result in the imposition of the 10% penalty tax and interest for
the period as described above.  Competent tax advice should be obtained prior to
making any withdrawals from an IRA Contract.  Any amounts  distributed will only
be paid to the Annuitant,  Joint Annuitant or Beneficiary.  The Company will not
transfer or pay such amounts to another IRA or tax qualified plan.
    

Generally,  distributions from an IRA Contract must commence no later than April
1 of the calendar  year,  following  the year in which the employee  attains age
701/2. Generally, required distributions must be over a period not exceeding the
life  or  life  expectancy  of  the  individual  or  the  joint  lives  or  life
expectancies  of the individual and his or her  designated  beneficiary.  If the
required minimum  distributions are not made, a 50% penalty tax is imposed as to
the amount not distributed.

TAX TREATMENT OF ASSIGNMENTS

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

INCOME TAX WITHHOLDING

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


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

   
Audited  consolidated  financial statements of the Company and audited financial
statements  of the  Variable  Account as of and for the year ended  December 31,
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
- --------------------------------------------------------------------------------


ILLUSTRATION OF VALUES

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

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

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

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

The income amounts shown reflect the deduction of all fees and expenses.  Actual
Trust  fees and  expenses  will vary from year to year and from Fund to Fund and
may thus be higher or lower than the assumed rate. The illustrations assume that
each Fund of the Trust will  incur  expenses  at an annual  rate of 0.76% of the
average daily net assets of the Fund.  This is the average in 1996,  weighted by
Fund net assets as of  12/31/96.  The  Mortality  and  Expense  Risk  Charge and
Administrative  Expense Charge are  calculated,  in the aggregate,  at an annual
rate of 1.40% of the average  daily net assets of the  Variable  Account.  After
taking these  expenses and charges into  consideration,  the  illustrated  gross
investment  returns  of 0%, 6% and 12% are  approximately  equal to net rates of
- -2.17%, 3.70% and 9.57%, respectively.

<PAGE>

<TABLE>
<CAPTION>
                       VALUEMARK INCOME PLUS ILLUSTRATION


ANNUITANT:                   John Doe                     ANNUITY PURCHASE AMOUNT:         $100,000
DATE OF BIRTH:               1/1/28                       EFFECTIVE DATE:                  12/1/97
ANNUITY INCOME OPTION:       Single Life Annuity          FIRST ANNUITY INCOME DATE:       1/1/98
PREMIUM TAX:                 0%                           FREQUENCY OF ANNUITY INCOME:     Monthly
                                                          ASSUMED INVESTMENT RETURN:       3%


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

                            MONTHLY ANNUITY PAYMENTS

                                       Annual rate of return before expenses:               0%          6%          12%
Annuity Income Date           Age      Annual rate of return after expenses:            -2.17%       3.70%        9.57%
- --------------------         ----      -------------------------------------           -------      ------      -------
<S>                          <C>       <C>                                             <C>          <C>         <C>
January 1, 1998               70                                                          $622        $625        $ 628
January 1, 1999               71                                                           591         629          668
January 1, 2000               72                                                           561         634          711
January 1, 2001               73                                                           533         638          756
January 1, 2002               74                                                           506         642          804
January 1, 2007               79                                                           391         664        1,096
January 1, 2012               84                                                           303         688        1,494
January 1, 2017               89                                                           234         711        2,035
January 1, 2022               94                                                           181         736        2,773

</TABLE>
<PAGE>

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

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

                           Monthly Payment Amount
         ------------------------------------------------------------
               -2.17%               3.70%               9.57%
             Annual Rate         Annual Rate         Annual Rate
              of Return           of Return           of Return
  Year     After Expenses      After Expenses      After Expenses
- ---------------------------------------------------------------------
<S>        <C>                 <C>                 <C>

    1               $ 622               $ 625               $ 628
    2                 591                 629                 668
    3                 561                 634                 711
    4                 533                 638                 756
    5                 506                 642                 804
    6                 481                 647                 856
    7                 457                 651                 910
    8                 434                 655                 969
    9                 412                 660               1,030
   10                 391                 664               1,096
   11                 372                 669               1,166
   12                 353                 674               1,241
   13                 335                 678               1,320
   14                 319                 683               1,404
   15                 303                 688               1,494
   16                 287                 692               1,589
   17                 273                 697               1,690
   18                 259                 702               1,798
   19                 246                 706               1,913
   20                 234                 711               2,035
   21                 222                 716               2,165
   22                 211                 721               2,303
   23                 200                 726               2,450
   24                 190                 731               2,607
   25                 181                 736               2,773
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                       VALUEMARK INCOME PLUS ILLUSTRATION

ANNUITANT:                   John Doe                     ANNUITY PURCHASE AMOUNT:         $100,000
DATE OF BIRTH:               1/1/28                       EFFECTIVE DATE:                  12/1/97
ANNUITY INCOME OPTION:       Single Life Annuity          FIRST ANNUITY INCOME DATE:       1/1/98
PREMIUM TAX:                 0%                           FREQUENCY OF ANNUITY INCOME:     Monthly
                                                          ASSUMED INVESTMENT RETURN:       5%

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

                                              MONTHLY ANNUITY PAYMENTS

                                       Annual rate of return before expenses:               0%          6%          12%
Annuity Income Date           Age      Annual rate of return after expenses:            -2.17%       3.70%        9.57%
- --------------------         ----      -------------------------------------           -------      ------      -------
<S>                          <C>       <C>                                             <C>          <C>         <C>
January 1, 1998               70                                                          $738        $741        $ 745
January 1, 1999               71                                                           687         732          777
January 1, 2000               72                                                           640         723          811
January 1, 2001               73                                                           597         714          847
January 1, 2002               74                                                           556         705          884
January 1, 2007               79                                                           390         663        1,094
January 1, 2012               84                                                           274         623        1,353
January 1, 2017               89                                                           193         586        1,675
January 1, 2022               94                                                           135         550        2,073

</TABLE>
<PAGE>

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

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

                           Monthly Payment Amount
         ------------------------------------------------------------
               -2.17%               3.70%               9.57%
             Annual Rate         Annual Rate         Annual Rate
              of Return           of Return           of Return
  Year     After Expenses      After Expenses      After Expenses
- ---------------------------------------------------------------------
<S>        <C>                 <C>                 <C>
    1               $ 738               $ 741               $ 745
    2                 687                 732                 777
    3                 640                 723                 811
    4                 597                 714                 847
    5                 556                 705                 884
    6                 518                 697                 922
    7                 483                 688                 962
    8                 450                 680               1,004
    9                 419                 671               1,048
   10                 390                 663               1,094
   11                 364                 655               1,141
   12                 339                 647               1,191
   13                 316                 639               1,243
   14                 294                 631               1,297
   15                 274                 623               1,353
   16                 255                 615               1,412
   17                 238                 608               1,474
   18                 222                 600               1,538
   19                 207                 593               1,605
   20                 193                 586               1,675
   21                 179                 578               1,748
   22                 167                 571               1,824
   23                 156                 564               1,904
   24                 145                 557               1,987
   25                 135                 550               2,073
</TABLE>
<PAGE>
    

       

Table of Contents of the
Statement of Additional Information
- -------------------------------------------------------
ITEM                                               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 Income ..................................    4
Annuity Provisions ...............................    4
 Variable Annuity Payout .........................    4
 Fixed Annuity Payout ............................    5
Financial Statements .............................    5

<PAGE>

                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

                              INDIVIDUAL IMMEDIATE
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                  May 1, 1997    


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

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

THIS STATEMENT OF ADDITIONAL  INFORMATION AND THE PROSPECTUS ARE DATED    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 Income..................................     4
Annuity Provisions...............................     4
 Variable Annuity Payout.........................     4
 Fixed Annuity Payout............................     5
Financial Statements.............................     5
    
</TABLE>

                                                                   VIP 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 a VIP 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 VIP 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  and  the  operating  expenses  of the
underlying Funds.

The hypothetical  value of a Contract  purchased for the time periods  described
will be  determined  by using the actual VIP Unit  Values for an initial  $1,000
purchase  payment.  The  average  annual  total  return  is then  determined  by
computing the fixed interest rate that a $1,000  purchase  payment would have to
earn annually, compounded annually, to grow to the hypothetical value at the end
of the time periods described. The formula used in these calculations is:
    

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

The Company may also  advertise  cumulative  and total return  information  over
different  periods of time.  Cumulative  total return is calculated in a similar
manner as described above except that the results are not annualized.

Yield

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

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

   
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.
    

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

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

   
The above  formula will be used in  calculating  quotations  of yield,  based on
specified  30-day  periods (or one month)  identified  in the sales  literature,
advertisement, or communication.  The Company does not currently advertise yield
information for any Sub-Account (other than the Money Market Sub-Account).

Performance Ranking

Total return  information for the  Sub-Accounts and the Funds may be compared to
relevant indices,  including U.S.  domestic and  international  bond indices and
data from  Lipper  Analytical  Services,  Inc.,  Standard & Poor's  Indices,  or
VARDS.

From time to time,  evaluation of performance by independent sources may also be
used.

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 performance of the
Sub-Accounts for certain periods reflects results achieved prior to the date the
Contracts first invested in the Sub-Accounts.

The returns  reflect the  deduction  of the  Mortality  and Expense Risk Charge,
Administrative  Expense  Charge and the  operating  expenses of each Fund.  Past
performance does not guarantee future results.

<TABLE>
<CAPTION>
Standardized Total Return
Average Annual Total Return for the periods ended December 31, 1996

                                                                          Inception      One       Five       Since
Sub-Account                                                                 Date        Year       Years    Inception
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>        <C>        <C>       <C>
Capital Growth.........................................................     5/1/96       NA         NA         NA
Growth and Income......................................................    1/24/89     12.59%     10.28%      8.77%
Income Securities......................................................    1/24/89      9.72%      9.84%     10.25%
Money Market+..........................................................    1/24/89      3.69%      2.61%      3.72%
Mutual Discovery Securities............................................    11/8/96       NA         NA         NA
Mutual Shares Securities...............................................    11/8/96       NA         NA         NA
Real Estate Securities.................................................    1/24/89     30.96%     14.84%     11.46%
Rising Dividends.......................................................    1/27/92     22.44%       NA        9.01%
Small Cap..............................................................    11/1/95     27.26%       NA       24.49%
Templeton Developing Markets Equity....................................    3/15/94     19.89%       NA        5.08%
Templeton Global Asset Allocation......................................     5/1/95     18.16%       NA       14.36%
Templeton Global Growth................................................    3/15/94     19.58%       NA       11.49%
Templeton International Equity.........................................    1/27/92     21.25%       NA       10.11%
Templeton International Smaller Companies..............................     5/1/96       NA         NA         NA
Templeton Pacific Growth...............................................    1/27/92      9.55%       NA        8.47%
Utility Equity.........................................................    1/24/89      5.57%      6.86%      9.57%
<FN>
+Calculated with waiver of fees and reimbursement of expenses.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Non-Standardized Total Return
Total Return for the periods ended December 31, 1996
                                                           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%
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%
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 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%
Utility Equity......................   1/24/89    5.57%     6.05%    6.86%     9.57%    19.26%    39.35%   106.54%
<FN>
+Calculated with waiver of fees and reimbursement of expenses.
</FN>
</TABLE>
    
The Company may also  present  performance  information  computed on a different
basis.

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

<PAGE>

Annuity Income

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

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

Variable Annuity Payout

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

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

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

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

   
Fixed Annuity Payout

Annuity  payments from the Fixed Account will be equal payments unless otherwise
specified by the Annuity Option selected.
    

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

  
    #  Incorporated by reference to Registrant's Post-Effective Amendment No.
       2 to Form N-4 which was electronically filed on November 1, 1995.
   ##  Incorporated by reference to Registrant's Post-Effective Amendment No.
       3 to Form N-4 which was electronically filed on April 24, 1996.
    


Item 25.   Directors and Officers of the Depositor

The following are the Officers and Directors of the Company:

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

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

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

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

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

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

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

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

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

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

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


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

   
The Insurance Company organizational chart is included as Exhibit 14.
    

Item 27.   Number of Contract Owners

   
As of  February  21, 1997,  there  were  138 qualified  Contract  Owners and  84
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>

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

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

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

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

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

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

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

     c.  Not Applicable

Item 30.   Location of Accounts and Records

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

Item 31.   Management Services

Not Applicable

Item 32.   Undertakings

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

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

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

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

       

                                   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.
    

<TABLE>
<CAPTION>

<S>                                    <C>
                                       ALLIANZ LIFE
                                       VARIABLE ACCOUNT B
                                          (Registrant)

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


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



                                       ALLIANZ LIFE INSURANCE COMPANY
                                       OF NORTH AMERICA


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


</TABLE>

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

Signature and Title
<S>                      <C>                      <C>
Lowell C. Anderson*      Chairman of the Board,
Lowell C. Anderson       President and Chief      04/24/97
                         Executive Officer           Date

Herbert F. Hansmeyer*    Director                 04/24/97
Herbert F. Hansmeyer                                 Date

Michael P. Sullivan*     Director                 04/24/97
Michael P. Sullivan                                  Date

Dr. Jerry E. Robertson*  Director                 04/24/97
Dr. Jerry E. Robertson                               Date

Dr. Gerhard Rupprecht*   Director                 04/24/97
Dr. Gerhard Rupprecht                                Date

Edward J. Bonach*        Chief Financial Officer  04/24/97
Edward J. Bonach                                     Date

Rev. Dennis J. Dease*    Director                 04/24/97
Rev. Dennis J. Dease                                 Date

James R. Campbell*       Director                 04/24/97
James R. Campbell                                    Date


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

</TABLE>





                                   EXHIBITS

                                      TO

                       POST-EFFECTIVE AMENDMENT NO.    5    

                                      TO

                                   FORM N-4

                       ALLIANZ LIFE VARIABLE ACCOUNT B

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA




                             INDEX TO EXHIBITS



Exhibit                                                                   Page
   
EX-99.B3    Principal Underwriter Agreement

EX-99.B4    Individual Immediate Variable Annuity Contract

EX-99.B4(i) Individual Immediate Variable Annuity Contract Endorsements 

EX-99.B9    Opinion and Consent of Counsel

EX-99.B10   Independent Auditors' 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



ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA                  
1750 Hennepin Avenue South
Minneapolis, Minnesota  55403-2195                               [ALLIANZ LOGO]
(612) 347-6500



                                 A Stock Company
                           (Herein Called the Company)


This is a legal  Contract  between you  (referred to in this Contract as you and
your) and Allianz Life Insurance Company of North America (herein referred to as
- - we,  us,  and  our).  We will pay  benefits  to you,  the  Annuitant  or Joint
Annuitant, if any, if either of you are living on the Income Date. The manner in
which the dollar amounts of annuity payments are determined is described in this
Contract.  The  First  annuity  payment  will  be paid on the  Income  Date  and
subsequent  payments  will be made on the  corresponding  day of each  month (or
other agreed to  intervals)  thereafter in  accordance  with the Annuity  Option
selected.

This Contract is issued in  consideration  of the payment of the Single Purchase
Payment.

                          READ YOUR CONTRACT CAREFULLY
                          RIGHT TO CANCEL THIS CONTRACT


THIS  CONTRACT  MAY BE  RETURNED  WITHIN  10  DAYS  AFTER  YOU  RECEIVE  IT (THE
"FREE-LOOK PERIOD"). IT CAN BE MAILED OR DELIVERED TO EITHER US OR THE AGENT WHO
SOLD IT.  RETURN OF THIS  CONTRACT  BY MAIL IS  EFFECTIVE  ON BEING  POSTMARKED,
PROPERLY  ADDRESSED AND POSTAGE PRE-PAID.  THE RETURNED CONTRACT WILL BE TREATED
AS IF WE HAD NEVER ISSUED IT. WE WILL PROMPTLY  REFUND THE NET AMOUNT  ALLOCATED
TO THE  VARIABLE  ACCOUNT  MODIFIED  FOR  INVESTMENT  EXPERIENCE  PLUS ANY TAXES
DEDUCTED LESS ANY BENEFITS PAID IN STATES WHERE  PERMITTED.  THIS MAY BE MORE OR
LESS THAN THE SINGLE PURCHASE PAYMENT.  WE HAVE THE RIGHT TO ALLOCATE THE SINGLE
PURCHASE  PAYMENT TO THE MONEY MARKET  SUB-ACCOUNT  UNTIL THE  EXPIRATION OF THE
FREE-LOOK  PERIOD.  IF WE SO ALLOCATE THE PURCHASE  PAYMENT,  WE WILL REFUND THE
SINGLE PURCHASE PAYMENT, LESS ANY BENEFITS PAID.

Benefits  available  under this  Contract  are not less than those  required  by
statute of the state in which this Contract is delivered.


THIS IS A VARIABLE  ANNUITY  CONTRACT  WITH ANNUITY  PAYMENTS AND OTHER  ANNUITY
BENEFITS  INCREASING OR DECREASING  DEPENDING ON THE  EXPERIENCE OF THE VARIABLE
ACCOUNT WHICH IS SET FORTH IN THE CONTRACT SCHEDULE.

Signed by the Company:



         /S/    ALAN A. GROVE            /S/     LOWELL C. ANDERSON 
         ----------------------------    --------------------------------------
         Vice President and Secretary    Chairman of the Board, President & CEO
                           


                      INDIVIDUAL IMMEDIATE VARIABLE ANNUITY
                                NONPARTICIPATING


L30196 (2-94)

                                TABLE OF CONTENTS

RIGHT TO CANCEL THIS CONTRACT                                     1

CONTRACT SCHEDULE                                                 

INTRODUCTION                                                      2

DEFINITIONS
Age                                                               2
Annuitant                                                         2
Annuity Calculation Date                                          2
Annuity Option                                                    2
Annuity Unit                                                      2
Assumed Investment Return                                         2
Contract Anniversary                                              2
Contract Owner                                                    2
Contract Value                                                    2
Effective Date                                                    2
Eligible Investment(s)                                            2
Fund                                                              2
Income Date                                                       2
Joint Annuitant                                                   2
Net Asset Value                                                   2
Valuation Date                                                    2
Valuation Period                                                  2
Variable Account                                                  2
VIP Unit                                                          3

GENERAL PROVISIONS
The Contract                                                      3
Modification of Contract                                          3
Non-Participating in Surplus                                      3
Incontestability                                                  3
Misstatement of Age                                               3
Reports                                                           3
Taxes                                                             3
Evidence of Survival                                              3
Protection of Proceeds                                            3

OWNERSHIP PROVISIONS
Ownership                                                         3
Assignment                                                        3

BENEFICIARY PROVISIONS
Beneficiary                                                       4
Change of Beneficiary                                             4
Death of Beneficiary                                              4

PURCHASE PAYMENT PROVISIONS
Single Purchase Payment                                           4
Net Purchase Payment                                              4
Allocation of Net Purchase Payment                                4

VARIABLE ACCOUNT
General Description                                               4
Investment Allocations to the Variable Account                    4
Valuation of Assets                                               4
VIP Unit                                                          4&5
Contract Value                                                    5
Transfers                                                         5
Mortality and Expense Risk Charge                                 5
Administrative Expense Charge                                     5
Mortality and Expense Guarantee                                   5

ANNUITY PROVISIONS
Income Date                                                       5
Annuity Options                                                   5
Option 1 - Life Annuity                                           5
Option 2 - Life Annuity with 60, 120, 180, or 240
  Monthly Payments Guaranteed                                     6
Option 3 - Joint and Last Survivor Annuity                        6
Option 4 - Joint and Last Survivor Annuity with
  60, 120, 180, or 240 Monthly Payments Guaranteed                6
Option 5 - Unit Refund Life Annuity                               6
Determination of Annuity Payments                                 6
Basis for Purchase of Annuity                                     7

PROCEEDS PAYABLE ON DEATH                                         7

DELAY OF PAYMENTS                                                 8


L30196 (2-94)



                                CONTRACT SCHEDULE

ANNUITANT:        (JOE DOE)               SINGLE PURCHASE PAYMENT:  ($50,000.00)
DATE OF BIRTH:    (JANUARY 1, 1941)

JOINT ANNUITANT:  (JANE DOE)              ANNUITY OPTION SELECTED:  (      )
DATE OF BIRTH:    (JANUARY 1, 1940)

CONTRACT NUMBER:  (********)

EFFECTIVE DATE:   (12/20/1993)

INCOME DATE:      (1/15/1994)

MORTALITY  AND EXPENSE RISK  CHARGE:  Equal on an annual basis to (1.25%) of the
average daily net assets of the Variable Account.

ADMINISTRATIVE EXPENSE CHARGE: Equal on an annual basis to (.15%) of the average
daily net assets of the Variable Account.

COMMUTATION  FACTOR  APPLICABLE  TO  ANNUITY  OPTIONS  2 AND 4:
                                           (CONTRACT  YEAR    COMMUTATION FACTOR
                                           ---------------    ------------------
                                                 1-2                   5%
                                                 3                     4%
                                                 4                     3%
                                                 5                     2%
                                                 6+                    1%)


COMMUTATION FACTOR APPLICABLE TO ANNUITY OPTION 6:
(1% of the proceeds for the first contract year)

MAXIMUM CUMULATIVE LIQUIDATION FOR ANNUITY OPTIONS 2 AND 4:
(25%) of the Total Withdrawal Value

MINIMUM REMAINING TOTAL WITHDRAWAL VALUE FOLLOWING PARTIAL WITHDRAWAL FOR OPTION
6: ($35,000)

BASIS OF ANNUITY TABLE: (1983(a) Blended Unisex Mortality Table, with 50% female
content projected to the year 2000 with Projection Scale G.)

ASSUMED INVESTMENT RETURN:  (5%)

ELIGIBLE INVESTMENTS:  The Franklin Valuemark Funds

(- CAPITAL GROWTH FUND)             (- UTILITY EQUITY FUND)
(- GROWTH & INCOME FUND)            (- TEMPLETON DEVELOPING MARKETS EQUITY FUND)
(- INCOME SECURITIES FUND)          (- TEMPLETON GLOBAL ASSET ALLOCATION FUND)
(- MONEY MARKET FUND)               (- TEMPLETON GLOBAL GROWTH FUND)
(- MUTUAL DISCOVERY SECURITES FUND) (- TEMPLETON INTERNATIONAL EQUITY FUND)
(- MUTUAL SHARES SECURITIES FUND)   (- TEMPLETON INTERNATIONAL SMALLER
                                         COMPANIES FUND)
(- RISING DIVIDENDS FUND)           (- TEMPLETON PACIFIC GROWTH FUND)
(- SMALL CAP FUND)                  (- FIXED INCOME ALLOCATION)

VARIABLE ACCOUNT: (Allianz Life Variable Account B)

ANNUITY SERVICE OFFICE:
                 Allianz Life Insurance Company of North America
                              (700 Central Avenue)
                           (St. Petersburg, FL 33701)
                                ((800) 774-5001)

                 FOR USE WITH (ALLIANZ LIFE VARIABLE ACCOUNT B)
                        A SEPARATE INVESTMENT ACCOUNT OF
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA



L20068 (2-96)  (3-96)




                                  INTRODUCTION

     THIS  CONTRACT  IS  ISSUED  ON THE  LIFE OF THE  ANNUITANT  AND  THE  JOINT
ANNUITANT, IF ANY. THE ANNUITANT IS ALSO THE CONTRACT OWNER.

       IF YOU DIE BEFORE THE INCOME  DATE AND THERE IS NO JOINT  ANNUITANT,  THE
CONTRACT  WILL BE  TREATED AS IF WE HAD NEVER  ISSUED IT AND WE WILL  RETURN THE
SINGLE PURCHASE PAYMENT TO YOUR ESTATE.

                                   DEFINITIONS

AGE - Age to the nearest month unless otherwise specified.

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

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

ANNUITY OPTION - An arrangement under which annuity payments are made under this
Contract.

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

ASSUMED  INVESTMENT  RETURN - The  investment  return  upon  which  the  annuity
payments in the Contract are based.

CONTRACT ANNIVERSARY - An anniversary of the Effective Date of this Contract.

CONTRACT  OWNER - The person who owns the Contract as named in our records.  The
Annuitant is the Contra ct Owner of this Contract.

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

EFFECTIVE DATE - The date on which the Net Purchase  Payment is allocated to the
Variable Account.

ELIGIBLE INVESTMENT(S) - Those investments available under the Contract. Current
Eligible Investments are shown on the Contract Schedule.

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

INCOME DATE - The date on which annuity payments are to begin.

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

NET ASSET VALUE - The total value of the shares of the  Eligible  Investment  or
Fund  less  the  liabilities  of the  Eligible  Investment  or Fund  held by the
sub-account, as of the close of trading on a Valuation Date.

VALUATION DATE - The Variable  Account will be valued each day that the New York
Stock Exchange is open for trading.

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

VARIABLE  ACCOUNT - A separate  investment  account  maintained by us in which a
portion of our assets has been  allocated for this and certain other  contracts.
It has been designated on the Contract Schedule.

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


                               GENERAL PROVISIONS

THE CONTRACT - The entire Contract  consists of this Contract,  and any attached
application,  endorsements  or riders.  This  Contract may be changed or altered
only by our President or Secretary.  Any change,  modification or waiver must be
made in writing.

MODIFICATION  OF CONTRACT:  This Contract may not be modified by us without your
consent except as may be required by applicable law.

NON-PARTICIPATION  IN SURPLUS - This Contract does not share in any distribution
of our profits or surplus.

INCONTESTABILITY - We will not contest this Contract from its Effective Date.

MISSTATEMENT  OF AGE - We  require  proof  of  your  Age and  that of any  Joint
Annuitant before making any life contingent annuity payment provided for by this
Contract.  If your Age or that of any Joint  Annuitant has been  misstated,  the
amount  payable  will be  adjusted  to reflect  the amount  that would have been
provided at the true Age.

Any underpayments will be made up in one sum with the next annuity payment,  and
overpayments  will be deducted from the future annuity  payments until the total
is repaid.

REPORTS - We will  furnish you with an annual  report of the  Variable  Account.
This report will be sent to your last known address.

TAXES - Any Taxes paid to any governmental entity,  including any premium taxes,
will be charged against the Contract. We will, at our sole discretion, determine
when Taxes  have  resulted  from:  the  investment  experience  of the  Variable
Account;  receipt by us of the  Single  Purchase  Payment;  or  commencement  of
annuity payments.

EVIDENCE OF SURVIVAL - Where any benefits  under this  Contract  are  contingent
upon  the  recipient  being  alive  on  a  given  date,  we  may  require  proof
satisfactory to us that the condition has been met.

PROTECTION OF PROCEEDS - No payee may commute, encumber,  alienate or assign any
payments  under this  Contract  before they are due. To the extent  permitted by
law, no payments will be subject to the debts,  contracts or  engagements of any
payee or to any  judicial  process to levy upon or attach  the same for  payment
thereof.

                              OWNERSHIP PROVISIONS

OWNERSHIP - The Annuitant is the Contract  Owner.  The Contract Owner  exercises
all the rights of this Contract, subject to the rights of:

1. any assignee under an assignment filed with our Service Office, and

2. any irrevocably named Beneficiary.

Upon your death, the Joint Annuitant, if any, will become the Owner. On or after
the Income Date,  if there is no Joint  Annuitant or upon the death of the Joint
Annuitant, the Beneficiary(ies) become the Owner(s) of their respective shares.

ASSIGNMENT  - You may assign this  Contract.  A copy of any  assignment  must be
filed with our Service  Office.  We are not  responsible for the validity of any
assignment.  If  you  assign  this  Contract,  your  rights  and  those  of  any
revocably-named person will be subject to the assignment. An assignment will not
affect any  payments we may make or actions we may take  before such  assignment
has been recorded at our Service Office.


                             BENEFICIARY PROVISIONS

BENEFICIARY - The  Beneficiary  and any Contingent  Beneficiary are named by the
Contract Owner.

CHANGE OF BENEFICIARY - The Contract Owner may change the Beneficiary. A written
request,  dated and signed by the Contract  Owner,  must be filed at our Service
Office.  After the change is  recorded,  it will take  effect as of the date the
request was signed. If the request reaches our Service Office after the Contract
Owner dies but before any payment to a Beneficiary, the change will be valid.

DEATH OF  BENEFICIARY - Unless you have provided  otherwise,  any amount payable
after your death and that of any Joint Annuitant will be payable;

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

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

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


                           PURCHASE PAYMENT PROVISIONS

SINGLE PURCHASE  PAYMENT - The Single Purchase Payment is paid to the Company at
its Annuity Service Office.

NET PURCHASE  PAYMENT - The Net Purchase Payment is equal to the Single Purchase
Payment less any Taxes levied.

ALLOCATION  OF NET PURCHASE  PAYMENT - The Net Purchase  Payment is allocated to
one or more of the  sub-accounts of the Variable  Account on the Effective Date.
The  allocation to each  sub-account  is made in percentages of the Net Purchase
Payment.  Whole  percentages must be used and each must be at least 10%. We have
the right to allocate the Net Purchase  Payment to the Money Market  sub-account
until the expiration of the free-look period.  Thereafter,  the allocations will
be made to the  sub-accounts  as selected by the Contract  Owner. We reserve the
right to limit the number of allocations that you can have at any time.

                                VARIABLE ACCOUNT

GENERAL  DESCRIPTION - The name of the Variable Account is shown in the Contract
Schedule.  The  assets of the  Variable  Account  are our  property  but are not
chargeable  with  the  liabilities  arising  out of any  other  business  we may
conduct, except to the extent that the assets of the Variable Account exceed the
liabilities of the Variable Account arising under the Contracts supported by the
Variable Account.

INVESTMENT  ALLOCATIONS  TO THE  VARIABLE  ACCOUNT - The assets of the  Variable
Account are segregated by Eligible Investments or Funds and where appropriate by
Funds within the  Eligible  Fund,  thus  establishing  a series of  sub-accounts
within the Variable Account.

We may, from time to time, add additional Eligible Investments or Funds. In such
event,  you may be permitted to select from these other Eligible  Investments or
Funds limited by the terms and conditions we may impose on such transactions.

We may also  substitute  other  Eligible  Investments  or Funds.  The investment
policy of the Variable Account will not be changed without approval  pursuant to
the insurance laws of the State of Minnesota. If required, approval of or change
of any  investment  policy will be filed with the  insurance  department  of the
state where this Contract is delivered.

VALUATION  OF ASSETS - Assets of Eligible  Investments  within each  sub-account
will be valued at their Net Asset Value on each Valuation Date.

VIP UNIT - When the Net Purchase  Payment is allocated,  the amount allocated to
each  sub-account is converted to VIP Units. The number of VIP Units credited to
each  sub-account  is  determined  by dividing  the portion of the Net  Purchase
Payment  allocated  to the  sub-account  by the  value  of the VIP  Unit for the
sub-account as of the Effective  Date.  The VIP Unit value for each  sub-account
was arbitrarily set initially at $10. The VIP Unit value for any later Valuation
Period on or before the Annuity  Calculation  Date is determined by  subtracting
(2) from (1) and dividing the result by (3) where:

1. is the net result of:
   a. the assets of the  sub-account  attributable  to VIP Units; plus or minus

   b. the  cumulative  charge or credit for  Taxes reserved  which is determined
      by us 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,  which are  shown  on the  Contract
   Schedule; and

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

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

CONTRACT VALUE - The Contract Value on or before the Annuity Calculation Date is
the sum of the values for the Contract within each sub-account. The value within
each   sub-account  is  determined  by  multiplying  the  number  of  VIP  Units
attributable  to this Contract in the  sub-account by the VIP Unit value for the
sub-account.  On the Annuity Calculation Date the Contract Value is converted to
annuity payments.

TRANSFERS - You may transfer all or part of your  interest in a  sub-account  to
another sub-account. All transfers are subject to the following:

1.  No  partial  transfer  will  be  made if it  would  result  in any  selected
    sub-account providing less than 10% of the benefits under the Contract.

2. Transfers will take effect during the Valuation Period next following receipt
   by  us  of a  written  transfer  request (or  by  telephone,  if  authorized)
   containing all required information.  No transfers may occur until the end of
   the free-look period.

3. Any transfer direction must clearly specify:

   a.  the new allocation percentage(s); and

   b.  the sub-accounts which are to be re-allocated.

4. We reserve the right to limit the number of transfers  among  sub-accounts to
   not fewer than six transfers per calendar year. We also reserve the  right at
   any  time and  without  prior  notice  to any  party to  modify the  transfer
   provisions described above.

MORTALITY  AND  EXPENSE  RISK CHARGE - We deduct a  Mortality  and Expense  Risk
Charge equal, on an annual basis, to the amount shown on the Contract  Schedule.
The Mortality and Expense Risk Charge  compensates us for assuming the mortality
and expense risks under this Contract.

ADMINISTRATIVE  EXPENSE  CHARGE - We deduct  an  Administrative  Expense  Charge
equal,  on an annual basis,  to the amount shown on the Contract  Schedule.  The
Administrative  Expense Charge  compensates us for some of the costs  associated
with the administration of this Contract and the Variable Account.

MORTALITY  AND EXPENSE  GUARANTEE - We guarantee  that the dollar amount of each
annuity  payment after the first will not be affected by variations in mortality
or expense experience.

                               ANNUITY PROVISIONS

INCOME  DATE - You select an Income  Date at the time of issue.  The Income Date
must be the first or  fifteenth  day of a  calendar  month and not later than 60
days from the Effective Date.

ANNUITY  OPTIONS - This  Contract  provides an Annuity  under one of the Annuity
Options described below, provided the Annuitant or any Joint Annuitant are alive
on the  Income  Date.  The  Annuity  Option  selected  is shown on the  Contract
Schedule.  Once selected the option is  irrevocable.  The amount of each payment
depends  upon the  Annuity  Option  chosen  and the  Annuitant's  and any  Joint
Annuitant's Age on the Annuity Calculation Date. Additionally,  annuity payments
under all Options will vary with the investment experience of the sub-account(s)
of the  Variable  Account  and may be  either  higher  or lower  than the  first
payment.

OPTION 1 - LIFE ANNUITY - Monthly  annuity  payments are paid during the life of
the Annuitant ceasing with the last annuity payment due prior to the Annuitant's
death.

OPTION 2 - LIFE ANNUITY WITH 60, 120, 180, OR 240 MONTHLY PAYMENTS  GUARANTEED -
Monthly  annuity  payments  are  paid  during  the life of an  Annuitant  with a
guarantee that if, at the Annuitant's death, annuity payments have been made for
less than a 60, 120,  180, or 240 month period as elected then annuity  payments
will  be  continued  thereafter  to the  Beneficiary  for the  remainder  of the
guaranteed  period.  The  Beneficiary may elect to have the present value of the
guaranteed  annuity  payments  remaining,  as of the  date  notice  of  death is
received by us,  commuted at the  Assumed  Investment  Return and paid in a lump
sum, less the applicable  commutation  factor as shown on the Contract Schedule.
The Company  will require the return of the Contract and proof of death prior to
the payment of any commuted values.

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

OPTION 4 - JOINT AND LAST  SURVIVOR  ANNUITY  WITH 60, 120,  180, OR 240 MONTHLY
PAYMENTS  GUARANTEED  -  Monthly  annuity  payments  are paid  during  the joint
lifetime of the Annuitant  and the Joint  Annuitant.  Monthly  payments are paid
thereafter  during the remaining  lifetime of the Joint Annuitant at 100% of the
original level.  If at the last death of the Annuitant and the Joint  Annuitant,
annuity payments have been made for less than a 60, 120, 180 or 240 month period
as elected then annuity payments will be continued thereafter to the Beneficiary
for the remainder of the guaranteed  period.  The  Beneficiary may elect to have
the present value of the guaranteed Annuity Payments  remaining,  as of the date
notice of death is received by us, commuted at the Assumed Investment Return and
paid in a lump  sum,  less the  applicable  commutation  factor  as shown on the
Contract Schedule. The Company will require the return of the Contract and proof
of death prior to the payment of any commuted values.

OPTION 5 - UNIT REFUND LIFE ANNUITY - Monthly  annuity  payments are paid during
the life of the Annuitant ceasing with the last annuity payment due prior to the
Annuitant's  death  with  a  guarantee  that,  at  the  Annuitant's  death,  the
Beneficiary  will  receive  in a single  cash sum the then  dollar  value of the
number of Annuity  Units equal to (1) total net amount  applied to purchase  the
Annuity  divided by the Annuity Unit value used to determine  the first  annuity
payment, minus (2) the product of the number of the Annuity Units represented by
each  payment and the number of payments  made.  No payment  will be made if the
difference  of (1) minus (2) is negative.  This  calculation  will be made based
upon the assumption  that the  allocation of Annuity Units actually  in-force at
the time of the  Annuitant's  death had been the  allocation of Annuity Units at
issue and at all times thereafter.

DETERMINATION  OF ANNUITY  PAYMENTS - On the Annuity  Calculation  Date, a fixed
number of Annuity Units will be purchased, determined as follows:

The first  annuity  payment is equal to the  Contract  Value,  divided  first by
$1,000 and then  multiplied by the  appropriate  annuity payment amount for each
$1,000 of value for the Annuity Option  selected.  In each sub-account the fixed
number of Annuity  Units is  determined  by  dividing  the amount of the initial
annuity payment determined for each sub-account by the Annuity Unit value on the
Annuity  Calculation  Date.  Thereafter,  the  number of  Annuity  Units in each
sub-account remains unchanged unless you elect to transfer between sub-accounts.
All  calculations  shall  appropriately  reflect the annuity  payment  frequency
selected.

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

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

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

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

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

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

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

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

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

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

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

     The  Assumed  Net  Investment  Factor  is equal  to one  plus  the  Assumed
     Investment  Return which is used in determining  the basis for the purchase
     of an Annuity,  adjusted to reflect the particular  Valuation  Period.  For
     example,  with a 5% Assumed  Investment  Return, the Assumed Net Investment
     Factor  for a  one-year  Valuation  Period  would  be 1.05.  For a  one-day
     Valuation Period, the Assumed Net Investment Factor would be 1.000133.

The value of an Annuity Unit as of any date other than a given Valuation Date is
equal to its value on the next succeeding Valuation Date.

BASIS FOR  PURCHASE OF ANNUITY - The annuity  benefits,  provided for under this
Contract are based upon:

     a. MORTALITY. The mortality table as set forth on the Contract Schedule.

     b. INTEREST.  Assumed  Investment  Return  as set  forth  on the  Contract
        Schedule.

     c. TAXES. Any applicable taxes.

                            PROCEEDS PAYABLE AT DEATH

If you die before the Income Date and there is no Joint Annuitant,  the Contract
will be  treated  as if we had never  issued it and we will  return  the  Single
Purchase Payment to your estate.

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

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


                                DELAY OF PAYMENTS

We will make any  payments  under this  Contract  within seven days of a request
received in good order.  We reserve the right to suspend or postpone any type of
payment from the Variable Account for any period when:

     1. the New York Stock Exchange is closed for 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  it  is  not  reasonably
     practicable  to  dispose  of  securities  held in the  Variable  Account or
     determine their value; or

     4.  the  Securities  and  Exchange  Commission  so  permits  delay  for the
     protection of security holders.

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










                      INDIVIDUAL IMMEDIATE VARIABLE ANNUITY
                                NONPARTICIPATING
                 Allianz Life Insurance Company of North America
                           1750 Hennepin Avenue South
                        Minneapolis, Minnesota 55403-2195
                                 (612) 347-6500


     

     L30196 (2-94)                                                     
     L30196 (2-94)
     L30196 (2-94)
     L20068 (2-96)                                                     
     L30196 (2-94)                                                     
     L30196 (2-94)                                                     
     L30196 (2-94)                                                     
     L30196 (2-94)                                                     
     L30196 (2-94)                                                     
     L30196 (2-94)                                                     
     L30196 (2-94)  

                               


         /S/ ALAN A. GROVE              /S/ LOWELL C. ANDERSON 
         ----------------------------   ------------------------------
         Vice President and Secretary      Chairman of the Board,
                                              President & CEO



                            JOINT OWNERS ENDORSEMENT


This  Endorsement  forms a part of the  Contract  to which it is  attached.  The
effective  date of this  Endorsement  is the Date of Issue shown on the Contract
Schedule.

Any Joint Owner must be the spouse of the other Owner.

Any Joint Owner must be a Joint Annuitant.

If Joint Owners are named, all references to Contract Owner shall mean the Joint
Owners.

All other terms and conditions of the Contract remain unchanged.





                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA


             /S/ ALAN A. GROVE                /S/ LOWELL C. ANDERSON
             ------------------------------   -------------------------
             Vice President and Secretary      Chairman of the Board,
                                                   President & CEO

S20123 (7-94)




                   INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT

This  Endorsement  forms a part of the  Contract to which it is attached  and is
effective as of the date of the Contract.

The  following  provisions  apply to a Contract  which is issued on a  qualified
basis under Internal Revenue Code ("IRC") section 408. In the case of a conflict
with any provision in the Contract,  the  provisions  of this  Endorsement  will
control. The Contract is amended as follows:

     1. This Contract Owner is the Annuitant.

     2. This Contract is not transferable.

     3. This  Contract and the benefits  under it,  cannot be sold,  assigned or
     pledged as collateral  for a loan or as security for the  performance of an
     obligation  or for any other purpose to any person other than to the issuer
     of the Contract.

     4. The Contract Owner's entire interest in this Contract is nonforfeitable.

     5. This Contract is established  for the exclusive  benefit of the Contract
     Owner and the Contract Owner's beneficiary(ies).

     6.  No  Purchase   Payments   will  be  accepted   other  than  a  rollover
     contribution,  as permitted by section  402(c),  403(a)(4),  403(b)(8),  or
     408(d)(3) of the Code,  or a nontaxable  transfer  from another  individual
     retirement account or individual retirement annuity.

     7.  Distribution  under the Contract  must commence to be  distributed,  no
     later than the first day of April  following the calendar year in which the
     Contract Owner attains age 70( (required beginning date), over

         (a) the life of the Contract  Owner, or the lives of the Contract Owner
             and the Joint Annuitant, or

         (b) a period  certain  not  extending  beyond  the life  expectancy  of
             the  Contract Owner,  or the joint  and  last  survivor  expectancy
             of  the  Contract  Owner and the  Joint  Annuitant.  Payments  must
             be  made in  periodic  payments  at intervals of no longer than one
             year.

All  distributions   made  hereunder  shall  be  made  in  accordance  with  the
requirements  of section  401(a)(9) of the IRC,  including the incidental  death
benefit requirements of the section 401(a)(9)(G) of the IRC, and the regulations
thereunder, including the minimum distribution incidental benefit requirement of
section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.

Life expectancy is computed by use of the expected return  multiples in Tables V
and VI of section  1.72-9 of the Income Tax  Regulations.  Life  expectancy  for
distributions under an Annuity Option may not be recalculated.



     8. Upon the death of the Contract Owner:

         (a)  if the Contract Owner dies  after distributions  of  benefits  has
              commenced, the remaining portion of  such interest  will  continue
              to be  distributed  at least  as rapidly  as under  the  method of
              distribution  being used prior to the Contract Owner's death;

         (b)  if  the  Contract  Owner  dies  before  distribution  of  benefits
              commences,  the  entire  amount  payable  to the Beneficiary  will
              be distributed  no later  than  December 31 of the  calendar  year
              which contains the fifth anniversary  of the date of the  Contract
              Owner's death  except  to the  extent  that an  election  is  made
              to  receive distributions under an Annuity  Option in the Contract
              in  accordance with 1) or 2) below:

                    1)   if any portion of the Contract proceeds is payable to a
                         Beneficiary,  distributions may be made in installments
                         over the life or over a period not extending beyond the
                         life expectancy of the Beneficiary  commencing no later
                         than  December  31 of  the  calendar  year  immediately
                         following the calendar year in which the Contract Owner
                         died;

                    2)   if the designated  Beneficiary is the Contract  Owner's
                         surviving spouse, and benefits are to be distributed in
                         accordance with (1) above,  distributions must begin on
                         or before the later of (a)  December 31 of the calendar
                         year  immediately  following the calendar year in which
                         the  Contract  Owner  died;  or (b)  December 31 of the
                         calendar  year in which the  Contract  Owner would have
                         attained age 70.

                    3)   if the designated  Beneficiary is the Contract  Owner's
                         surviving spouse,  the spouse may treat the Contract as
                         his or her own IRA.  This  election  will be  deemed to
                         have been made if such surviving spouse makes a regular
                         IRA  contribution to the Contract,  makes a rollover to
                         or from  such  Contract,  or fails to elect  any of the
                         above provisions.

For purposes of Subsection (b) above, if a Joint Annuitant is named,  such Joint
Annuitant will be treated as the primary  Beneficiary and any other  Beneficiary
shall be treated as a Contingent Beneficiary.

Life expectancy is computed by use of the expected return  multiples in Tables V
and VI of section  1.72-9 of the Income Tax  Regulations.  Life  expectancy  for
distributions under an Annuity Option may not be re- calculated.

Distributions  under this section are considered to have begun if  distributions
are made on account of the Contract Owner reaching his or her required beginning
date or if  prior  to the  required  beginning  date  distributions  irrevocably
commence to the Contract  Owner over a period  permitted  and in an annuity form
acceptable under section 1.401(a)(9) of the Income Tax Regulations.

     9.  Except to the extent  Treasury  regulations  allow the Company to offer
     different  Annuity Options that are agreed to by the Company,  only Annuity
     Options 1, 2, 3, 4, 5 and 6 will be available to the Contract Owner.

If a Joint  Owner  is  named  who is not the  Contract  Owner's  spouse  and the
Contract  Owner  is more  than 10 years  older  than the  Joint  Annuitant,  the
Contract Owner may not select Annuity Option 3 with

annuity payments during the Joint Annuitant's lifetime at a level of 100 percent
of the original level, and may not select Annuity Option 4. If a Joint Annuitant
is named who is not the Contract  Owner's  spouse and the Contract Owner is more
than 19 years older than the Joint Annuitant,  the Contract Owner may not select
Annuity Option 3 with annuity payments during the Joint Annuitant's  lifetime at
a level of 75 percent of the original level.

If a guaranteed period of payments is chosen under an Annuity Option, the length
of the period  must not exceed the  shorter  of (1) the  Contract  Owner's  life
expectancy,  or if a Joint  Annuitant  is named,  the  joint  and last  survivor
expectancy of the Contract Owner and the Joint Annuitant, and (2) the applicable
maximum  period  under  section   1.401(a)(9)-2   of  the  Proposed  Income  Tax
Regulations.

Payments  must be made in periodic  payments at  intervals of no longer than one
year. In addition, payments either must be nonincreasing or may increase only as
provided  in Q&A  F-3  of  section  1.401(a)(9)-1  of the  Proposed  Income  Tax
Regulations.

     10. The Company shall furnish annual  calendar year reports  concerning the
     status of the annuity.

     11.  The  Company  will  amend  this  endorsement  when such  amendment  is
     necessary  to  assure  continued  qualification  of  this  Contract  as  an
     individual  retirement  annuity under  Section  403(b) of the Code (and any
     successor  provision)  as in effect from time to time.  Any changes to this
     endorsement  that reduce or  eliminate  coverage  under your policy will be
     subject to your acceptance or rejection.



                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA


             /S/ ALAN A. GROVE                  /S/ LOWELL C. ANDERSON
             ----------------------------       -------------------------
             Vice President and Secretary         Chairman of the Board,
                                                    President & CEO

S30040 (06-96)


                               FIXED ACCOUNT RIDER

     This Rider is part of the Contract to which it is attached and is effective
upon  issuance.  The terms of this Rider apply to the Contract when the purchase
payment or transfers are allocated to the Fixed Account.  Such  allocations will
be credited with interest by the Company as set forth herein. This Rider applies
to the Contract as follows:

     A. The Right to Cancel  provision  of this  Contract  also  applies to this
        Rider  if any  portion  of the  purchase   payment  under  the  contract
        is allocated to the Fixed Account.

     B. Modifications to DEFINITIONS section:

        1. Replace the existing definition of Assumed Investment Return with the
           following:

        ASSUMED  INVESTMENT  RETURN: The investment  return upon  which variable
        annuity payments in the Contract are based.

        2. The following definition is added:

        FIXED ACCOUNT - The Company's  general investment  account that contains
        all the  assets  of the  Company  except for the  Variable  Account  and
        other segregated asset accounts.

      C. The  ALLOCATION  OF  NET  PURCHASE  PAYMENT  section  is  deleted  and
         replaced by the following:

          The  Net  Purchase  Payment  is  allocated  to  one  or  more  of  the
          sub-accounts  of the  Variable  Account  on the  Effective  Date.  Any
          allocations requested to the Fixed Account will be placed in the Money
          Market  sub-account on the Effective  Date, and then will be allocated
          to the Fixed Accou on the Annuity  Calculation Date. The allocation to
          each sub-account and/or to the Fixed Account is made in percentages of
          the Net Purchase Payment. Whole percentages must be used and each must
          be at least 10%. We have the right to allocate the entire Net Purchase
          Payment to the Money Market  sub-account  until the  expiration of the
          free-look  period.  We  reserve  the  right to  limit  the  number  of
          allocations that you can have at any time.

       D. The TRANSFERS section is deleted and replaced by the following:

          You may  transfer  all or part of your  interest in a  sub-account  to
          another  sub-account  or to the Fixed  Account.  No transfer  may take
          place from (out of) the Fixed  Account.  All  transfers are subject to
          the following:

          1. No partial transfer will be made if it would result in any selected
             sub-account  or  the  Fixed  Account  providing  less  than  10% of
             the benefits under the Contract.

          2. Transfers  will  take  effect  during  the  next  Valuation  Period
             following  receipt  by   us  of  a  written  transfer  request  (or
             by telephone, if  authorized) containing all required  information.
             No transfers may occur until the end of the free-look period. 3. At
             least  one  allocation  to  the  Fixed  Account  will  be  allowed.
             Additional   allocations   may   be   allowed   by   the  Company's
             administrative rules then in effect. Both the initial allocation to
             the Fixed Account,  and each  transfer  to the Fixed  Account  from
             the  Variable  Account,  will be treated as an allocation.

          4. Any transfer direction must clearly specify:

             a.  the new allocation percentage(s);  and
             b.  the  sub-accounts  and/or  Fixed  Account   which  are  to  be 
                 reallocated.

          5. We reserve the right to limit the number of  transfers to not fewer
             than six transfers per calendar year. We also reserve the  right at
             any time and  without  prior  notice  to any  party  to modify  the
             transfer provisions described above.

     E. The  following  is added to the end of the  MORTALITY  AND EXPENSE  RISK
        CHARGE section:

        This  charge  will not  be  assessed  against  allocations  in the Fixed
        Account.

     F. The following is added to the end of the  ADMINISTRATIVE  EXPENSE CHARGE
        section:

        This  charge  will not  be assessed  against  allocations  in  the Fixed
        Account.

     G. The ANNUITY OPTIONS section is deleted and replaced by the following:

          This  Contract  provides an annuity  under one of the Annuity  Options
          described in the Contract. The Annuity Option selected is shown on the
          Contract Schedule. Once selected the option is irrevocable. The amount
          of each  payment  depends  upon  the  Annuity  Option  chosen  and the
          Annuitan (and any Joint  Annuitant's)  Age on the Annuity  Calculation
          Date.  Annuity  payments from the Variable  Account will vary with the
          investment  experience of the  sub-account(s)  of the Variable Account
          and may be either  higher or lower  than the  first  payment.  Annuity
          payments  from  the  Fixed  Account  will  be  equal  payments  unless
          otherwise  specified  by the Annuity  Option  selected.  Each  annuity
          payment will be the sum of (1) the annuity payment from allocations to
          the Variable Account (variable  payment),  and (2) the annuity payment
          from   allocations   to  the  Fixed  Account  (fixed   payment).   All
          calculations shall appropriately reflect the annuity payment frequency
          selected.

      H.  OPTION 2,  OPTION  4,  and  OPTION  5  under  the  ANNUITY  PROVISIONS
          section are deleted and replaced by the following:

          OPTION  2 - LIFE  ANNUITY WITH 60, 120, 180, or  240  MONTHLY PAYMENTS
          GUARANTEED -

          Monthly  annuity  payments are paid during the life of the  Annuitant.
          Upon the  Annuitant's  death,  if annuity  payments have been made for
          less than a 60, 120,  180, or 240 month period as elected then annuity
          payments  will be  continued  thereafter  to the  Beneficiary  for the
          remainder of the guaranteed period.

          The  Beneficiary may elect to have the present value of the guaranteed
          annuity payments  remaining  commuted and paid in a lump sum, less the
          applicable  commutation  factor  as  shown on the  Contract  Schedule.
          Variable payments will be commuted at the Assumed  Investment  Return.
          Fixed  payments will be commuted  using an indexed rate.  This indexed
          rate will be equal to the Statutory  Calendar Year Interest Rate based
          on the  NAIC  Standard  Valuation  Law for  Single  Premium  Immediate
          Annuities  corresponding  to the Effective Date of this contract.  The
          Company  will  require the return of the  Contract  and proof of death
          prior to the payment of any commuted values.

          OPTION 4 - JOINT AND LAST  SURVIVOR  ANNUITY WITH 60, 120, 180, OR 240
          MONTHLY PAYMENTS GUARANTEED -

          Monthly  annuity  payments  are paid during the joint  lifetime of the
          Annuitant  and  the  Joint   Annuitant.   Monthly  payments  are  paid
          thereafter  during the  remaining  lifetime of the Joint  Annuitant at
          100% of the original  level. If at the last death of the Annuitant and
          the Joint  Annuitant,  annuity payments have been made for less than a
          60, 120, 180 or 240 month period as elected then annuity payments will
          be continued  thereafter to the  Beneficiary  for the remainder of the
          guaranteed period. The Beneficiary may elect to have the present value
          of the guaranteed  annuity payments  remaining  commuted and paid in a
          lump  sum,  less the  applicable  commutation  factor  as shown on the
          Contract  Schedule.  Variable payments will be commuted at the Assumed
          Investment  Return.  Fixed  payments will be commuted using an indexed
          rate.  This indexed rate will be equal to the Statutory  Calendar Year
          Interest  Rate  based on the NAIC  Standard  Valuation  Law for Single
          Premium  Immediate  Annuities  corresponding  to the Effective Date of
          this contract. The Company will require the return of the Contract and
          proof of death prior to the payment of any commuted values.

          OPTION 5 - REFUND LIFE  ANNUITY - Monthly  annuity  payments  are paid
          during the life of the Annuitant ceasing with the last annuity payment
          due prior to the Annuitant's  death.  Upon the Annuitant's  death, the
          Beneficiary  is guaranteed  to receive a single cash payment  (refund)
          equal to the sum of (a) and (b), where;

          (a) is the dollar value,  if positive,  of the number of Annuity Units
              equal to:

              (1) the total Annuity Units purchased in the  Variable Account  at
                  issue, minus

              (2) the total  number of  Annuity Units cashed out in the Variable
                  Account due to transfers or annuity payments, plus

              (3) the  total  number  of  Annuity  Units  purchased  within  the
                  Variable Account due to transfers.

          (b) is the dollar value, if positive, equal to:

              (1) the portion of the Net Purchase Payment allocated to the Fixed
                  Account, plus

              (2) the sum of the values, if any, of refund amounts (as described
                  in (a) above)  transferred  from the  Variable  Account to the
                  Fixed Account, minus

              (3) the sum of the annuity payments made from the Fixed Account.

     I.   The DETERMINATION OF ANNUITY PAYMENTS section is  deleted and replaced
          by the following:

          DETERMINATION OF VARIABLE ANNUITY PAYMENTS - The amount of the initial
          variable annuity payment is determined on the Annuity Calculation Date
          when a fixed number of Annuity  Units are  purchased.  This payment is
          determined as follows:

          The first variable  annuity  payment is equal to the Contract Value in
          the Variable  Account,  divided first by $1,000 and then multiplied by
          the appropriate  annuity payment rate for the Annuity Option selected.
          In each  sub-account,  the fixed number of Annuity Units is calculated
          by dividing the amount of the initial annuity  payment  determined for
          each sub-account by the Annuity Unit value on the Annuity  Calculation
          Date.  Thereafter,  the  number of Annuity  Units in each  sub-account
          remains unchanged unless you elect to reallocate using transfers.

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

          For each  sub-account,  the  value of an  Annuity  Unit was  initially
          established at $1.00. On each  subsequent  Valuation Date the value of
          an Annuity Unit is equal to:

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

          b. the Net  Investment  Factor  (see below) for the  Valuation  Period
             ending on the current Valuation Date; divided by

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

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

          a. is equal to:

             (1) the net increase or decrease in the Net Asset  Value per  share
                 of the Fund (or other Eligible Investment); plus

             (2) the per  share  amount  of   any   dividend   or  capital  gain
                 distribution paid by the Fund during the Valuation Period; plus
                 or minus

             (3) the per share charge or  credit for  any Taxes  incurred by  or
                 reserved for in the  sub-account as of  the end of  the current
                 Valuation Period. and
 
          b. is equal to:

             (1)  the Net Asset Value per share  of the Fund (or other  Eligible
                  Investment) at the beginning of the Valuation Period; plus  or
                  minus

             (2)  the per share charge or  credit for  any Taxes incurred  by or
                  reserved   for  in  the  sub-account  as  of  the end  of  the
                  immediately preceding Valuation Period and

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

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

          The  Assumed  Net  Investment  Factor is equal to one plus the Assumed
          Investment Return adjusted to reflect the particular Valuation Period.
          For  example,  with a 5% Assumed  Investment  Return,  the Assumed Net
          Investment Factor for a one-year Valuation Period would be 1.05. For a
          one-day Valuation  Period,  the Assumed Net Investment Factor would be
          1.00013368062.

          The  value  of an  Annuity  Unit  as of any  date  other  than a given
          Valuation Date is equal to its value on the next succeeding  Valuation
          Date.

          DETERMINATION OF FIXED ANNUITY  PAYMENTS - On the Annuity  Calculation
          Date,  a stream of annuity  payments is  purchased.  The amount of the
          fixed annuity  payment will be the value in the Contract  allocated to
          the  Fixed  Account,   divided  by  $1,000,  then  multiplied  by  the
          appropriate  annuity  payment factor for the Annuity Option  selected.
          The dollar amount of this fixed annuity payment will not change unless
          specified otherwise by the Annuity Option chosen.

     J.   The BASIS FOR  PURCHASE OF ANNUITY  section is deleted and replaced by
          the following:

          The variable  annuity  benefits  provided for under this  Contract are
          based upon:

          a. MORTALITY:  The  mortality  table  as  set  forth  on the  Contract
             Schedule.

          b. INTEREST:  Assumed  Investment  Return as set forth on the Contract
             Schedule.

          c. TAXES: Any applicable taxes.

     K.   The fixed annuity benefits provided for under this contract will be no
          less favorable than rates based upon:

          a. MORTALITY:  The  mortality  table  as  set  forth  on the  Contract
             Schedule.

          b. INTEREST: An annual rate of 2 1/2 percent.

          c. TAXES: Any applicable taxes.

     L.   The following  provision is added  to the end of the DELAY OF PAYMENTS
          section:

          We reserve the right to postpone  distributions from the Fixed Account
          for a period of up to six months.



                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA



             /S/ ALAN A. GROVE              /S/ LOWELL C. ANDERSON
             ----------------------------   -------------------------
             Vice President and Secretary     Chairman of the Board,
                                                 President & CEO



S30046 (4-95)


                               PERIOD CERTAIN AND
                         PARTIAL LIQUIDATION ENDORSEMENT


This  Endorsement  modifies  and  forms a part of the  Contract  to  which it is
attached.  The  Effective  Date is the  Effective  Date  shown  on the  Contract
Schedule of the Contract to which this Endorsement is attached. In the case of a
conflict with any provision in the contract,  the provisions of this Endorsement
will control.  The following  hereby amends and  supersedes  the sections of the
Contract as set forth below:

The ANNUITY OPTIONS section is deleted and replaced with the following:

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

The following Annuity Option is to be added to the "Annuity  Provisions" section
on  page  6 of the  contract  immediately  preceding  DETERMINATION  OF  ANNUITY
PAYMENTS:

          OPTION 6 - SPECIFIED PERIOD CERTAIN ANNUITY - Monthly annuity payments
          are paid for a specified  period of time. The Specified Period Certain
          is  elected by the  Contract  Owner and must be  specified  as a whole
          number of years  from 5 to 30. If at the time of the last death of the
          Annuitant and any Joint Annuitant,  the annuity payments actually made
          have been for less than the  Specified  Period  Certain,  then annuity
          payments  will be  continued  thereafter  to the  Beneficiary  for the
          remainder of the Specified Period Certain. A withdrawal may be made at
          least once per contract year up to the Total  Withdrawal  Value in the
          Contract.  The Total Withdrawal Value is equal to the present value of
          the remaining  annuity  payments,  to the end of the Specified  Period
          Certain,  commuted at the Assumed Investment Return less a commutation
          fee. The  commutation  fee is a percentage of the amount  withdrawn as
          shown on the Contract  Schedule.  We reserve the right to restrict the
          amount of a partial  withdrawal  to a minimum  of $2,500 and a maximum
          amount that would result in the remaining  Total  Withdrawal  Value of
          the  contract  as shown on the  Contract  Schedule  after the  partial
          withdrawal is processed.  Partial withdrawals will be processed on the
          next Annuity  Calculation  Date  following your written  request.  The
          company will  require the return of the contract  prior to the payment
          of the entire commuted value.


Additionally,  the  following  contract  Provision is to be added  following the
"Annuity Provisions"  section,  directly preceding the PROCEEDS PAYABLE AT DEATH
section of the Contract.

                         PARTIAL LIQUIDATION PROVISION

This provision will apply under Annuity  Options 2 and 4. During the lifetime of
the  Annuitant(s) and while the number of annuity payments made is less than the
guaranteed  number  of  payments  elected,  the  Contract  Owner  may  request a
withdrawal representing a partial liquidation of the Total Withdrawal Value. The
Total Withdrawal Value is equal to the present value of the remaining guaranteed
annuity  payments,  to the end of the period  certain,  commuted  at the Assumed
Investment  Return  less a  commutation  fee.  The  commutation  fee is a charge
collected by the company  equal to a percentage  of the Total  Withdrawal  Value
liquidated  as shown on the  Contract  Schedule.  Partial  Liquidations  will be
processed on the next Annuity Calculation Date following your written request.

After a partial  liquidation the subsequent  monthly annuity payments during the
guaranteed  period  certain  will be  reduced  by the  percentage  of the  Total
Withdrawal Value liquidated, including the commutation fee. After the guaranteed
number of payments has been paid the number of annuity units used in calculating
the  monthly  payments  will be  restored  to  their  original  values  as if no
liquidations had taken place.

PARTIAL LIQUIDATION  PROVISION  GUARANTEES - The Company guarantees to make this
provision  available  to the  Contract  Owner at least  once per  contract  year
starting no later than the first Contract Anniversary.  The total amount allowed
to be liquidated as a cumulative  percentage  of the Total  Withdrawal  Value is
guaranteed  to be no less than 25%. The minimum  allowable  partial  liquidation
will be the lesser of $2,500 or the  remaining  portion of the Total  Withdrawal
Value available to be liquidated.


                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

            /S/ ALAN A. GROVE               /S/ LOWELL C. ANDERSON
            ----------------------------    ------------------------------
            Vice President and Secretary       Chairman of the Board,
                                                  President & CEO


S20144

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

We are of the following opinions:

1.  Allianz Life 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 TEMPLETON VALUEMARK INCOME PLUS
                        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     Current Value                                     19.48959860       0.000     57.771     1,125.94
             Cumulative and Average Annual Total Returns                                                12.59% A

                                INCOME SECURITIES
12-31-95     Purchase                      $1,000.00          $19.78534185      50.542     50.542    $1,000.00
12-31-96     Current Value                                     21.70827863       0.000     50.542     1,097.19
             Cumulative and Average Annual Total Returns                                                 9.72% A

                                  MONEY MARKET
12-31-95     Purchase                      $1,000.00          $12.88349436      77.619     77.619    $1,000.00
12-31-96     Current Value                                     13.35923111       0.000     77.619     1,036.93
             Cumulative and Average Annual Total Returns                                                 3.69% A

                             REAL ESTATE SECURITIES
12-31-95     Purchase                      $1,000.00          $18.07282328      55.332     55.332    $1,000.00
12-31-96     Current Value                                     23.66770609       0.000     55.332     1,309.57
             Cumulative and Average Annual Total Returns                                                30.96% A

                                RISING DIVIDENDS
12-31-95     Purchase                      $1,000.00          $12.49836348      80.010     80.010    $1,000.00
12-31-96     Current Value                                     15.30299222       0.000     80.010     1,224.40
             Cumulative and Average Annual Total Returns                                                22.44% A

                                   SMALL CAP
12-31-95     Purchase                      $1,000.00          $10.14638787      98.557     98.557    $1,000.00
12-31-96     Current Value                                     11.48724479       0.000     98.557     1,272.64
             Cumulative and Average Annual Total Returns                                                27.26% A

                       TEMPLETON DEVELOPING MARKETS EQUITY
12-31-95     Purchase                      $1,000.00           $9.58170209     104.366    104.366    $1,000.00
12-31-96     Current Value                                     11.48724479       0.000    104.366     1,198.87
             Cumulative and Average Annual Total Returns                                                19.89% A

                        TEMPLETON GLOBAL ASSET ALLOCATION
12-31-95     Purchase                      $1,000.00          $10.59122588      94.418     94.418    $1,000.00
12-31-96     Current Value                                     12.51416879       0.000     94.418     1,181.56
             Cumulative and Average Annual Total Returns                                                18.16% A

                             TEMPLETON GLOBAL GROWTH
12-31-95     Purchase                      $1,000.00          $11.33894840      88.192     88.192    $1,000.00
12-31-96     Current Value                                     13.55953972       0.000     88.192     1,195.84
             Cumulative and Average Annual Total Returns                                                19.58% A

                         TEMPLETON INTERNATIONAL EQUITY
12-31-95     Purchase                      $1,000.00          $13.26267921      75.400     75.400    $1,000.00
12-31-96     Current Value                                     16.08142393       0.000     75.400     1,212.53
             Cumulative and Average Annual Total Returns                                                21.25% A

                            TEMPLETON PACIFIC GROWTH
12-31-95     Purchase                      $1,000.00          $13.63037545      73.366     73.366    $1,000.00
12-31-96     Current Value                                     14.93159316       0.000     73.366     1,095.46
             Cumulative and Average Annual Total Returns                                                 9.55% A

                                 UTILITY EQUITY
12-31-95     Purchase                      $1,000.00          $19.56451758      51.113     51.113    $1,000.00
12-31-96     Current Value                                     20.65439774       0.000     51.113     1,055.71
             Cumulative and Average Annual Total Returns                                                 5.57% A
<FN>
A = (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     Current Value                                 13.21462941        0.000     73.116       966.20
12-31-95     Current Value                                 17.30965999        0.000     73.116     1,265.61
12-31-96     Current Value                                 19.48959860        0.000     73.116     1,425.00
             Cumulative Total Return                                                                 42.50% A
             Average Annual Total Return                                                             12.53% B

                                INCOME SECURITIES
12-31-93     Purchase                      $1,000.00      $17.73437317       56.388     56.388    $1,000.00
12-31-94     Current Value                                 16.39171653        0.000     56.388       924.29
12-31-95     Current Value                                 19.78534185        0.000     56.388     1,115.65
12-31-96     Current Value                                 21.70827863        0.000     56.388     1,224.08
             Cumulative Total Return                                                                 22.41% A
             Average Annual Total Return                                                              6.97% B

                                  MONEY MARKET
12-31-93     Purchase                      $1,000.00      $12.06579747       82.879     82.879    $1,000.00
12-31-94     Current Value                                 12.35398427        0.000     82.879     1,023.88
12-31-95     Current Value                                 12.88349436        0.000     82.879     1,067.77
12-31-96     Current Value                                 13.35923111        0.000     82.879     1,107.20
             Cumulative Total Return                                                                 10.72% A
             Average Annual Total Return                                                              3.45% B

                             REAL ESTATE SECURITIES
12-31-93     Purchase                      $1,000.00      $15.36898235       65.066     65.066    $1,000.00
12-31-94     Current Value                                 15.59407180        0.000     65.066     1,014.65
12-31-95     Current Value                                 18.07282328        0.000     65.066     1,175.93
12-31-96     Current Value                                 23.66770609        0.000     65.066     1,539.97
             Cumulative Total Return                                                                 54.00% A
             Average Annual Total Return                                                             15.48% B

                                RISING DIVIDENDS
12-31-93     Purchase                      $1,000.00      $10.32720317       96.832     96.832    $1,000.00
12-31-94     Current Value                                  9.76873744        0.000     96.832       945.92
12-31-95     Current Value                                 12.49836348        0.000     96.832     1,210.24
12-31-96     Current Value                                 15.30299222        0.000     96.832     1,481.81
             Cumulative Total Return                                                                 48.18% A
             Average Annual Total Return                                                             14.01% B

                         TEMPLETON INTERNATIONAL EQUITY
12-31-93     Purchase                      $1,000.00      $12.22565227       81.795     81.795    $1,000.00
12-31-94     Current Value                                 12.16131942        0.000     81.795       994.74
12-31-95     Current Value                                 13.26267921        0.000     81.795     1,084.82
12-31-96     Current Value                                 16.08142393        0.000     81.795     1,315.38
             Cumulative Total Return                                                                 31.54% A
             Average Annual Total Return                                                              9.57% B

                            TEMPLETON PACIFIC GROWTH
12-31-93     Purchase                      $1,000.00      $14.23330574       70.258     70.258    $1,000.00
12-31-94     Current Value                                 12.80173310        0.000     70.258       899.42
12-31-95     Current Value                                 13.63037545        0.000     70.258       957.64
12-31-96     Current Value                                 14.93159316        0.000     70.258     1,049.06
             Cumulative Total Return                                                                  4.91% A
             Average Annual Total Return                                                              1.61% B

                                 UTILITY EQUITY
12-31-93     Purchase                      $1,000.00      $17.31879581       57.741     57.741    $1,000.00
12-31-94     Current Value                                 15.10395032        0.000     57.741       872.11
12-31-95     Current Value                                 19.56451758        0.000     57.741     1,129.67
12-31-96     Current Value                                 20.65439774        0.000     57.741     1,192.60
             Cumulative Total Return                                                                 19.26% A
             Average Annual Total Return                                                              6.05% B
<FN>
A = (Accumulated Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
B = [(A+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     Current Value                                 12.57361730       0.000     83.687     1,052.25
12-31-93     Current Value                                 13.67694811       0.000     83.687     1,144.58
12-31-94     Current Value                                 13.21462941       0.000     83.687     1,105.89
12-31-95     Current Value                                 17.30965999       0.000     83.687     1,448.59
12-31-96     Current Value                                 19.48959860       0.000     83.687     1,631.03
Cumulative Total Return                                                                             63.10% A
Average Annual Total Return                                                                         10.28% B

                                INCOME SECURITIES
12-31-91     Purchase                      $1,000.00      $13.58029545      73.636     73.636    $1,000.00
12-31-92     Current Value                                 15.16252410       0.000     73.636     1,116.51
12-31-93     Current Value                                 17.73437317       0.000     73.636     1,305.89
12-31-94     Current Value                                 16.39171653       0.000     73.636     1,207.02
12-31-95     Current Value                                 19.78534185       0.000     73.636     1,456.92
12-31-96     Current Value                                 21.70827863       0.000     73.636     1,598.51
Cumulative Total Return                                                                             59.85% A
Average Annual Total Return                                                                          9.84% B

                                  MONEY MARKET
12-31-91     Purchase                      $1,000.00      $11.74177967      85.166     85.166    $1,000.00
12-31-92     Current Value                                 11.93209752       0.000     85.166     1,016.21
12-31-93     Current Value                                 12.06579747       0.000     85.166     1,027.60
12-31-94     Current Value                                 12.35398427       0.000     85.166     1,052.14
12-31-95     Current Value                                 12.88349436       0.000     85.166     1,097.24
12-31-96     Current Value                                 13.35923111       0.000     85.166     1,137.75
Cumulative Total Return                                                                             13.78% A
Average Annual Total Return                                                                          2.61% B

                             REAL ESTATE SECURITIES
12-31-91     Purchase                      $1,000.00      $11.84810701      84.402     84.402    $1,000.00
12-31-92     Current Value                                 13.09547341       0.000     84.402     1,105.28
12-31-93     Current Value                                 15.36898235       0.000     84.402     1,297.17
12-31-94     Current Value                                 15.59407180       0.000     84.402     1,316.17
12-31-95     Current Value                                 18.07282328       0.000     84.402     1,525.38
12-31-96     Current Value                                 23.66770609       0.000     84.402     1,997.59
Cumulative Total Return                                                                             99.76% A
Average Annual Total Return                                                                         14.84% B

                                 UTILITY EQUITY
12-31-91     Purchase                      $1,000.00      $14.82143005      67.470     67.470    $1,000.00
12-31-92     Current Value                                 15.88865152       0.000     67.470     1,072.01
12-31-93     Current Value                                 17.31879581       0.000     67.470     1,168.50
12-31-94     Current Value                                 15.10395032       0.000     67.470     1,019.06
12-31-95     Current Value                                 19.56451758       0.000     67.470     1,320.02
12-31-96     Current Value                                 20.65439774       0.000     67.470     1,393.55
Cumulative Total Return                                                                             39.35% A
Average Annual Total Return                                                                          6.86% B
<FN>
A = (Accumulated Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
B = [(A+1)^(1/5 Years)]-1
</FN>
</TABLE>

<TABLE>
<CAPTION>
                 ORIGINAL PURCHASE AS OF SUB-ACCOUNT INCEPTION
                     VALUATION 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      Current Value                                11.25417490        0.000    100.000     1,125.42
              Cumulative Total Return                                                                12.54% A
              Average Annual Total Return                                                                NA B

                                GROWTH AND INCOME
1-24-89      Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
1-24-90       Current Value                                 9.60621064        0.000    100.000       960.62
1-24-91       Current Value                                10.04911751        0.000    100.000     1,004.91
1-24-92       Current Value                                12.19460473        0.000    100.000     1,219.46
1-24-93       Current Value                                12.62194644        0.000    100.000     1,262.19
1-24-94       Current Value                                14.16249217        0.000    100.000     1,416.25
1-24-95       Current Value                                13.34952632        0.000    100.000     1,334.95
1-24-96       Current Value                                17.36302808        0.000    100.000     1,736.30
12-31-96      Current Value                                19.48959860        0.000    100.000     1,948.96
              Cumulative Total Return                                                                94.90% A
              Average Annual Total Return                                                             8.77% B

                                INCOME SECURITIES
1-24-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-24-90       Current Value                                10.71309911        0.000    100.000     1,071.31
1-24-91       Current Value                                 9.95244729        0.000    100.000       995.24
1-24-92       Current Value                                14.03346495        0.000    100.000     1,403.35
1-24-93       Current Value                                15.36060973        0.000    100.000     1,536.06
1-24-94       Current Value                                17.72926867        0.000    100.000     1,772.93
1-24-95       Current Value                                16.36456157        0.000    100.000     1,636.46
1-24-96       Current Value                                20.20965612        0.000    100.000     2,020.97
12-31-96      Current Value                                21.70827863        0.000    100.000     2,170.83
              Cumulative Total Return                                                               117.08% A
              Average Annual Total Return                                                            10.25% B

                                  MONEY MARKET
1-24-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-24-90       Current Value                                10.67978818        0.000    100.000     1,067.98
1-24-91       Current Value                                11.32877884        0.000    100.000     1,132.88
1-24-92       Current Value                                11.75876120        0.000    100.000     1,175.88
1-24-93       Current Value                                11.94119334        0.000    100.000     1,194.12
1-24-94       Current Value                                12.07592840        0.000    100.000     1,207.59
1-24-95       Current Value                                12.38828249        0.000    100.000     1,238.83
1-24-96       Current Value                                12.92030455        0.000    100.000     1,292.03
12-31-96      Current Value                                13.35923111        0.000    100.000     1,335.92
              Cumulative Total Return                                                                33.59% A
              Average Annual Total Return                                                             3.72% B

                           MUTUAL DISCOVERY SECURITIES
11-8-96       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
12-31-96      Current Value                                10.18045638        0.000    100.000     1,018.05
              Cumulative Total Return                                                                 1.80% A
              Average Annual Total Return                                                                NA B

                            MUTUAL SHARES SECURITIES
11-8-96       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
12-31-96      Current Value                                10.33016898        0.000    100.000     1,033.02
              Cumulative Total Return                                                                 3.30% A
              Average Annual Total Return                                                                NA B

                             REAL ESTATE SECURITIES
1-24-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-24-90       Current Value                                10.13988901        0.000    100.000     1,013.99
1-24-91       Current Value                                 9.37706788        0.000    100.000       937.71
1-24-92       Current Value                                12.28427530        0.000    100.000     1,228.43
1-24-93       Current Value                                13.54478625        0.000    100.000     1,354.48
1-24-94       Current Value                                15.37525910        0.000    100.000     1,537.53
1-24-95       Current Value                                15.00928122        0.000    100.000     1,500.93
1-24-96       Current Value                                18.15857148        0.000    100.000     1,815.86
12-31-96      Current Value                                23.66770609        0.000    100.000     2,366.77
              Cumulative Total Return                                                               136.68% A
              Average Annual Total Return                                                            11.46% B

                                RISING DIVIDENDS
1-27-92       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-27-93       Current Value                                10.69831588        0.000    100.000     1,069.83
1-27-94       Current Value                                10.38483458        0.000    100.000     1,038.48
1-27-95       Current Value                                 9.97357882        0.000    100.000       997.36
1-27-96       Current Value                                12.53425589        0.000    100.000     1,253.43
12-31-96      Current Value                                15.30299222        0.000    100.000     1,530.30
              Cumulative Total Return                                                                53.03% A
              Average Annual Total Return                                                             9.01% B

                                    SMALL CAP
11-1-95       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
11-1-96       Current Value                                12.15810442        0.000    100.000     1,215.81
12-31-96      Current Value                                12.91274591        0.000    100.000     1,291.27
              Cumulative Total Return                                                                29.13% A
              Average Annual Total Return                                                            24.49% B

                       TEMPLETON DEVELOPING MARKETS EQUITY
3-15-94       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
3-15-95       Current Value                                 8.62834892        0.000    100.000       862.83
3-15-96       Current Value                                10.29583833        0.000    100.000     1,029.58
12-31-96      Current Value                                11.48724479        0.000    100.000     1,148.72
              Cumulative Total Return                                                                14.87% A
              Average Annual Total Return                                                             5.08% B

                        TEMPLETON GLOBAL ASSET ALLOCATION
5-1-95        Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
5-1-96        Current Value                                11.25238520        0.000    100.000     1,125.24
12-31-96      Current Value                                12.51416879        0.000    100.000     1,251.42
              Cumulative Total Return                                                                25.14% A
              Average Annual Total Return                                                            14.36% B

                             TEMPLETON GLOBAL GROWTH
3-15-94       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
3-15-95       Current Value                                10.10361218        0.000    100.000     1,010.36
3-15-96       Current Value                                11.81545835        0.000    100.000     1,181.55
12-31-96      Current Value                                13.55953972        0.000    100.000     1,355.95
              Cumulative Total Return                                                                35.60% A
              Average Annual Total Return                                                            11.49% B

                         TEMPLETON INTERNATIONAL EQUITY
1-27-92       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-27-93       Current Value                                 9.54360836        0.000    100.000       954.36
1-27-94       Current Value                                12.87738433        0.000    100.000     1,287.74
1-27-95       Current Value                                11.94433728        0.000    100.000     1,194.43
1-27-96       Current Value                                13.57666972        0.000    100.000     1,357.67
12-31-96      Current Value                                16.08142393        0.000    100.000     1,608.14
              Cumulative Total Return                                                                60.81% A
              Average Annual Total Return                                                            10.11% B

                    TEMPLETON INTERNATIONAL SMALLER COMPANIES
5-1-96        Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
12-31-96      Current Value                                11.14519961        0.000    100.000     1,114.52
              Cumulative Total Return                                                                11.45% A
              Average Annual Total Return                                                                NA B

                            TEMPLETON PACIFIC GROWTH
1-27-92       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-27-93       Current Value                                 9.92851087        0.000    100.000       992.85
1-27-94       Current Value                                14.10178760        0.000    100.000     1,410.18
1-27-95       Current Value                                11.94769270        0.000    100.000     1,194.77
1-27-96       Current Value                                14.49670523        0.000    100.000     1,449.67
12-31-96      Current Value                                14.93159316        0.000    100.000     1,493.16
              Cumulative Total Return                                                                49.32% A
              Average Annual Total Return                                                             8.47% B

                                 UTILITY EQUITY
1-24-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-24-90       Current Value                                11.48396786        0.000    100.000     1,148.40
1-24-91       Current Value                                11.97256112        0.000    100.000     1,197.26
1-24-92       Current Value                                14.23979461        0.000    100.000     1,423.98
1-24-93       Current Value                                15.97559846        0.000    100.000     1,597.56
1-24-94       Current Value                                16.50535338        0.000    100.000     1,650.54
1-24-95       Current Value                                15.57082971        0.000    100.000     1,557.08
1-24-96       Current Value                                19.81799066        0.000    100.000     1,981.80
12-31-96      Current Value                                20.65439774        0.000    100.000     2,065.44
              Cumulative Total Return                                                               106.54% A
              Average Annual Total Return                                                             9.57% B
<FN>
A = (Accumulated Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
B = [(A+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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