ALLIANZ LIFE VARIABLE ACCOUNT B
497, 1997-02-10
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                     STATEMENT OF ADDITIONAL INFORMATION

                         INDIVIDUAL FLEXIBLE PAYMENT
                          VARIABLE ANNUITY CONTRACTS

                                  ISSUED BY

                       ALLIANZ LIFE VARIABLE ACCOUNT B

                                     AND

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                             December 27, 1996    



THIS  IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD
BE  READ  IN  CONJUNCTION  WITH THE PROSPECTUS  FOR THE  INDIVIDUAL  FLEXIBLE
PAYMENT  VARIABLE  ANNUITY  CONTRACTS  WHICH  ARE  REFERRED  TO  HEREIN.
   
THE  PROSPECTUS  CONCISELY  SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT  TO  KNOW BEFORE INVESTING.  FOR A COPY OF THE PROSPECTUS, CALL OR WRITE
THE  INSURANCE  COMPANY  AT:  1750  Hennepin  Avenue,  Minneapolis,  MN
55403-2195,(800)  347-3863.

THIS    STATEMENT    OF  ADDITIONAL   INFORMATION   AND  THE  PROSPECTUS  ARE
DATED  December 27,  1996,  AND  AS  MAY  BE  AMENDED  FROM  TIME  TO  TIME.
    

                              TABLE OF CONTENTS

                                                                         PAGE

INSURANCE  COMPANY

EXPERTS

LEGAL  OPINIONS

DISTRIBUTOR

REDUCTION  OR  ELIMINATION  OF  THE  CONTINGENT  DEFERRED  SALES  CHARGE

CALCULATION  OF  PERFORMANCE  DATA

TAX  STATUS

ANNUITY  PROVISIONS

MORTALITY  AND  EXPENSE  RISK  GUARANTEE

FINANCIAL  STATEMENTS


                              INSURANCE COMPANY

Allianz Life Insurance Company of North America (the "Insurance Company") is a
stock  life  insurance  company  organized  under  the  laws  of  the state of
Minnesota  in  1896.  The  Insurance  Company  is a wholly-owned subsidiary of
Allianz  Versicherungs-AG  Holding  ("Allianz").  Allianz  is headquartered in
Munich,  Germany,  and  has  sales outlets throughout the world. The insurance
company  offers  fixed  and  variable  life insurance and annuities, and group
life,  accident  and health insurance. On April 1, 1993, the Insurance Company
changed  its name from North American Life and Casualty Company to its present
name.

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

                                   EXPERTS

The  financial  statements  of  Allianz  Life  Variable  Account  B  and  the
consolidated  financial  statements of Allianz Life Insurance Company of North
America  as  of  and  for  the  year ended December 31, 1995, included in this
Statement  of  Additional  Information  have been audited by KPMG Peat Marwick
LLP,  independent  auditors,  as  indicated  in their reports included in this
Statement  of  Additional Information and are included herein in reliance upon
such  reports and upon the authority of said firm as experts in accounting and
auditing.

                                LEGAL OPINIONS

Legal  matters  in  connection  with  the Contracts described herein are being
passed  upon  by  the law firm of Blazzard, Grodd & Hasenauer, P.C., Westport,
Connecticut.

                                 DISTRIBUTOR

NALAC Financial Plans LLC, a wholly owned subsidiary of the Insurance Company,
acts  as  the  distributor.  The  offering  is  on  a  continuous  basis.

       REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE

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

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

                       CALCULATION OF PERFORMANCE DATA

TOTAL  RETURN

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

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

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

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



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

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


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

YIELD
   
THE  MONEY  MARKET FUND. The Insurance Company may advertise yield information
for the Money Market Fund. The Money Market Fund's current yield may vary each
day,  depending  upon,  among  other  things,  the  average  maturity  of  the
underlying  Fund's  investment  securities  and  changes  in  interest  rates,
operating  expenses,  the  deduction of the Mortality and Expense Risk Charge,
the  Administrative Charge and the Contract Maintenance Charge and, in certain
instances,  the value of the underlying Fund's investment securities. The fact
that  the  Fund's  current  yield  will  fluctuate  and  that the principal is
not  guaranteed  should  be  taken  into  consideration  when using the Fund's
current  yield as a basis for comparison with savings accounts or other fixed-
yield  investments. The yield at any particular time is not indicative of what
the  yield  may be at any other time.
    
The  Money  Market  Fund's  current  yield is computed on a base period return
of a hypothetical Contract having a beginning balance of one accumulation unit
for  a  particular  period  of  time  (generally  seven  days).  The return is
determined  by  dividing  the net change (exclusive of any capital changes) in
such  accumulation  unit  by  its  beginning value, and then multiplying it by
365/7  to  get  the  annualized  current  yield. The calculation of net change
reflects  the  value of additional shares purchased with the dividends paid by
the  Fund,  and  the  deduction  of the Mortality and Expense Risk Charge, the
Administrative  Charge  and  Contract  Maintenance Charge. The effective yield
reflects  the  effects  of  compounding and represents an annualization of the
current  return  with  all  dividends  reinvested.
   
                                                    365/7
(Effective  yield  =  :[(Base  Period  Return  +  1)      ]-1.)


The Insurance Company does not currently advertise  any  yield  information
for  the  Money  Market  Fund.
    

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

The  yield computation is determined by dividing the net investment income per
accumulation  unit  earned  during  the  period  (minus  the deduction for the
Mortality  and  Expense  Risk  Charge,  Administrative Charge and the Contract
Maintenance  Charge)  by  the  accumulation  unit value on the last day of the
period  and  annualizing  the  resulting  figure,  according  to the following
formula:
   
                                         6
              Yield  =  2  [[(a-b)  +  1]  -  1]
                             ------
                              cd
    
Where:

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

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

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

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



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

PERFORMANCE  RANKING

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

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

                                  TAX STATUS

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

GENERAL
   
Section 72 of the Internal  Revenue Code of 1986,  as amended  ("Code")  governs
taxation of annuities in general.  A Contract Owner is not taxed on increases in
the value of a Contract until distribution occurs,  either in the form of a lump
sum payment or as annuity payments under the Annuity Option elected.  For a lump
sum payment received as a total surrender  (total  redemption) or death benefit,
the recipient is taxed on the portion of the payment that exceeds the cost basis
of the Contract. For Non-Qualified  Contracts,  this cost basis is generally the
purchase payments, while for Qualified Contracts there may be no cost basis. The
taxable  portion of the lump sum payment is taxed at ordinary  income tax rates.
    
For  annuity  payments,  a  portion  of each payment in excess of an exclusion
amount  is  includable  in  taxable  income. The exclusion amount for payments
based  on  a  fixed annuity option is determined by multiplying the payment by
the ratio that the cost basis of the Contract (adjusted for any period certain
or  refund  feature)  bears  to  the  expected  return under the Contract. The
exclusion amount for payments based on a variable annuity option is determined
by dividing the cost basis of the Contract (adjusted for any period certain or
refund guarantee) by the number of years over which the annuity is expected to
be  paid.  Payments  received  after  the  investment in the Contract has been
recovered  (i.e. when the total of the excludable amounts equal the investment
in  the  Contract) are fully taxable. The taxable portion is taxed at ordinary
income  rates. For certain types of Qualified Plans there may be no cost basis
in the Contract within the meaning of Section 72 of the Code. Contract Owners,
Annuitants  and  Beneficiaries  under  the  Contracts  should  seek  competent
financial  advice  about  the  tax  consequences  of  any  distributions.

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

DIVERSIFICATION

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

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

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

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

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

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

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

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

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

MULTIPLE  CONTRACTS

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

CONTRACTS  OWNED  BY  OTHER  THAN  NATURAL  PERSONS

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

TAX  TREATMENT  OF  ASSIGNMENTS

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

INCOME  TAX  WITHHOLDING

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

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

TAX  TREATMENT  OF  WITHDRAWALS  -  NON-QUALIFIED  CONTRACTS

Section  72  of  the  Code  governs  treatment  of  distributions from annuity
contracts.  It  provides  that  if  the  contract  value exceeds the aggregate
purchase  payments  made, any amount withdrawn will be treated as coming first
from  the  earnings  and  then, only after the income portion is exhausted, as
coming  from the principal. Withdrawn earnings are includible in gross income.
It  further provides that a ten percent (10%) penalty will apply to the income
portion  of  any  distribution. However, the penalty is not imposed on amounts
received:  (a)  after  the taxpayer reaches age 59 1/2; (b) after the death of
the  Contract Owner; (c) if the taxpayer is totally disabled (for this purpose
disability  is as defined in Section 72(m)(7) of the Code); (d) in a series of
substantially  equal  periodic payments made not less frequently than annually
for  the  life (or life expectancy) of the taxpayer or for the joint lives (or
joint  life  expectancies)  of  the taxpayer and his Beneficiary; (e) under an
immediate  annuity; or (f) which are allocable to purchase payments made prior
to  August  14,  1982.

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

QUALIFIED  PLANS

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

On  July  6, 1983, the Supreme Court decided in ARIZONA GOVERNING COMMITTEE V.
NORRIS  that  optional  annuity benefits provided under an employer's deferred
compensation  plan could not, under Title VII of the Civil Rights Act of 1964,
vary  between  men  and  women. The Contracts sold by the Insurance Company in
connection  with  Qualified  Plans  will  utilize  annuity tables which do not
differentiate  on the basis of sex. Such annuity tables will also be available
for  use in connection with certain non-qualified deferred compensation plans.
   
Contracts  issued  pursuant  to  Qualified  Plans  include  special   provisions
restricting Contract provisions that may otherwise be available and described in
this Statement of Additional Information.  Generally,  Contracts issued pursuant
to Qualified Plans are not transferable  except upon surrender or annuitization.
Various  penalty and excise taxes may apply to  contributions  or  distributions
made in violation of applicable  limitations.  Furthermore,  certain  withdrawal
penalties and  restrictions  may apply to surrenders  from Qualified  Contracts.
(See "Tax Treatment of Withdrawals - Qualified Contracts.")
    
a.    H.R.  10  Plans

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

b.    Tax-Sheltered  Annuities

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

c.    Individual  Retirement  Annuities

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

d.    Corporate  Pension  and  Profit-Sharing  Plans

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

TAX  TREATMENT  OF  WITHDRAWALS  -  QUALIFIED  CONTRACTS

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

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

TAX-SHELTERED  ANNUITIES  -  WITHDRAWAL  LIMITATIONS

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

                              ANNUITY PROVISIONS

FIXED  ANNUITY  PAYOUT

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

VARIABLE  ANNUITY  PAYOUT

A  variable  annuity  is  an  annuity  with  payments  which:  (1)  are  not
predetermined  as  to  dollar amount; and (2) will vary in amount with the net
investment  results  of  the  applicable  Fund(s).

ANNUITY  UNIT  VALUE:

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

The  first  Annuity  Payment  is equal to the Adjusted Contract Value, divided
first  by $1,000 and then multiplied by the appropriate Annuity Payment amount
for  each  $1,000  of  value for the Annuity Option selected. In each Fund the
fixed  number  of  Annuity  Units  is determined by dividing the amount of the
initial  Annuity Payment determined for each Fund by the Annuity Unit value on
the  Income Date. Thereafter, the number of Annuity Units in each Fund remains
unchanged  unless  the  Contract  Owner  elects to transfer between Funds. All
calculations  will  appropriately  reflect  the  Annuity  Payment  frequency
selected.

On  each subsequent Annuity Payment date, the total Annuity Payment is the sum
of  the  Annuity  Payments  for each Fund. The Annuity Payment in each Fund is
determined  by  multiplying the number of Annuity Units then allocated to such
Fund  by  the  Annuity  Unit  value  for  that  Fund.

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

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

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

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

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

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

The  Assumed Net Investment Factor is equal to one plus the Assumed Investment
Return  which is used in determining the basis for the purchase of an Annuity,
adjusted  to  reflect  the particular Valuation Period. The Assumed Investment
Return  that  the  Insurance  Company  will  use is 5%. However, the Insurance
Company  may  agree  to  use  a  different  value.

                     MORTALITY AND EXPENSE RISK GUARANTEE

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

                             FINANCIAL STATEMENTS
   
The audited consolidated financial statements of the Insurance Company as of and
for the year ended December 31, 1995,  included herein should be considered only
as bearing  upon the ability of the  Insurance  Company to meet its  obligations
under the Contracts. The audited financial statements of the Separate Account as
of and for the  year  ended  December  31,  1995 are also  included  herein.  In
addition,  unaudited financial  statements of the Separate Account as of and for
the nine-month period ended September 30, 1996 are included herein.
    



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

Financial Statements

Statements of Assets and Liabilities
September 30, 1996 (unaudited)
(In thousands except per unit data)

                                                                                                                         U.S.
                                                               Money    Growth and   Precious    High    Real Estate  Government
                                                              Market      Income      Metals    Income   Securities   Securities
                                                               Fund        Fund        Fund      Fund       Fund         Fund
                                                              -------     -------     ------    ------     -------     --------
<S>                                                          <C>        <C>          <C>        <C>      <C>          <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Money Market Fund, 384,726 shares,
   cost $384,726..........................................   $384,726           -          -          -           -            -
  Growth and Income Fund,
   56,037 shares, cost $795,302...........................          -     911,161          -          -           -            -
  Precious Metals Fund,
   7,345 shares, cost $107,715............................          -           -    105,181          -           -            -
  High Income Fund, 28,027
   shares, cost $358,603..................................          -           -          -    380,601           -            -
  Real Estate Securities Fund,
   12,625 shares, cost $195,907...........................          -           -          -          -     242,017            -
  U.S. Government Securities Fund,
   37,983 shares, cost $491,321...........................          -           -          -          -           -      496,440
                                                             --------     -------    -------    -------     -------      -------
     Total assets.........................................    384,726     911,161    105,181    380,601     242,017      496,440
                                                             --------     -------    -------    -------     -------      -------
Liabilities:
 Accrued mortality and expense risk charges...............         76          88         15         44          30           56
 Accrued administrative charges...........................          9          11          2          5           4            7
                                                             --------     -------    -------    -------     -------      -------
     Total liabilities....................................         85          99         17         49          34           63
                                                             --------     -------    -------    -------     -------      -------
     Net assets...........................................   $384,641     911,062    105,164    380,552     241,983      496,377
                                                             ========     =======    =======    =======     =======      =======
Contract owners' equity:
 Contracts in accumulation period (note 6)................   $384,494     909,226    105,164    380,527     241,945      496,374
 Contracts in annuity payment period (note 2).............        147       1,836          -         25          38            3
                                                             --------     -------    -------    -------     -------      -------
     Total contract owners' equity........................   $384,641     911,062    105,164    380,552     241,983      496,377
                                                             ========     =======    =======    =======     =======      =======
 Accumulation units outstanding...........................     29,044      50,176      7,228     20,407      11,770       30,616
                                                             ========     =======    =======    =======     =======      =======
 Accumulation unit value per unit.........................    $13.238      18.121     14.549     18.647      20.556       16.213
                                                             ========     =======    =======    =======     =======      =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
September 30, 1996 (unaudited)
(In thousands except per unit data)

                                                                                                        Templeton     Investment
                                                      Utility       Zero        Zero         Zero     Global Income      Grade
                                                      Equity       Coupon      Coupon       Coupon     Securities    Intermediate
                                                       Fund      Fund - 2000 Fund - 2005  Fund - 2010     Fund         Bond Fund
                                                     --------      -------    --------      -------     ---------      ---------
<S>                                                 <C>          <C>         <C>          <C>         <C>            <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Utility Equity Fund,
   64,843 shares, cost $1,018,812................  $1,119,185             -           -           -             -             -
  Zero Coupon Fund - 2000,
   7,189 shares, cost $100,581...................           -       106,256           -           -             -             -
  Zero Coupon Fund - 2005,
   4,565 shares, cost $66,999....................           -             -      71,254           -             -             -
  Zero Coupon Fund - 2010,
   4,712 shares, cost $71,127....................           -             -           -      71,573             -             -
  Templeton Global Income Securities
   Fund, 15,390 shares, cost $195,628............           -             -           -           -       199,913             -
  Investment Grade Intermediate Bond
   Fund, 10,083 shares, cost $133,589............           -             -           -           -             -       137,027
                                                    ----------      -------      ------      ------       -------       -------
      Total assets...............................    1,119,185      106,256      71,254      71,573       199,913       137,027
                                                    ----------      -------      ------      ------       -------       -------
Liabilities:
 Accrued mortality and expense risk charges......          118           16          12          13            25            19
 Accrued administrative charges..................           14            2           1           1             3             2
                                                    ----------      -------      ------      ------       -------       -------
      Total liabilities..........................          132           18          13          14            28            21
                                                    ----------      -------      ------      ------       -------       -------
      Net assets.................................   $1,119,053      106,238      71,241      71,559       199,885       137,006
                                                    ==========      =======      ======      ======       =======       =======
Contract owners' equity:
 Contracts in accumulation period (note 6).......   $1,117,882      106,238      71,241      71,559       199,885       136,997
 Contracts in annuity payment period (note 2)....        1,171            -           -           -             -             9
                                                    ----------      -------      ------      ------       -------       -------
      Total contract owners' equity..............   $1,119,053      106,238      71,241      71,559       199,885       137,006
 
 Accumulation units outstanding..................       56,807        5,889       3,624       3,553        12,445         8,761
                                                    ==========      =======      ======      ======       =======       =======
 Accumulation unit value per unit................      $19.679       18.040      19.657      20.140        16.061        15.638
                                                    ==========      =======      ======      ======       =======       =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
September 30, 1996 (unaudited)
(In thousands except per unit data)

                                                                   Adjustable   Templeton               Templeton    Templeton
                                                        Income        U.S.       Pacific    Rising    International  Developing
                                                      Securities   Government    Growth    Dividends     Equity    Markets Equity
                                                         Fund         Fund        Fund       Fund         Fund          Fund
                                                       --------     --------     -------    ------      --------    ----------
<S>                                                   <C>          <C>          <C>        <C>        <C>          <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Income Securities Fund, 74,728
   shares, cost $1,110,537.........................   $1,222,546           -           -          -            -             -
  Adjustable U.S. Government Fund,
   14,034 shares, cost $151,255....................            -     145,392           -          -            -             -
  Templeton Pacific Growth Fund,
   23,962 shares, cost $328,062....................            -           -     351,046          -            -             -
  Rising Dividends Fund, 34,496
   shares, cost $377,287...........................            -           -           -    477,765            -             -
  Templeton International Equity Fund,
   67,163 shares, cost $851,471....................            -           -           -          -      955,733             -
  Templeton Developing Markets Equity
   Fund, 21,764 shares, cost $224,775..............            -           -           -          -            -       236,353
                                                      ----------     -------     -------    -------      -------       -------
      Total assets.................................    1,222,546     145,392     351,046    477,765      955,733       236,353
                                                      ----------     -------     -------    -------      -------       -------
Liabilities:
 Accrued mortality and expense risk charges........          114          20          25         48          129            28
 Accrued administrative charges....................           14           2           3          6           15             3
                                                      ----------     -------     -------    -------      -------       -------
      Total liabilities............................          128          22          28         54          144            31
                                                      ----------     -------     -------    -------      -------       -------
      Net assets...................................   $1,222,418     145,370     351,018    477,711      955,589       236,322
                                                      ==========     =======     =======    =======      =======       =======
Contract owners' equity:
 Contracts in accumulation period (note 6).........   $1,219,705     145,365     350,432    477,086      954,531       234,916
 Contracts in annuity payment period (note 2)......        2,713           5         586        625        1,058         1,406
                                                      ----------     -------     -------    -------      -------       -------
      Total contract owners' equity................   $1,222,418     145,370     351,018    477,711      955,589       236,322
                                                      ==========     =======     =======    =======      =======       =======
 Accumulation units outstanding....................       58,897      11,794      23,562     34,543       64,218        21,748
                                                      ==========     =======     =======    =======      =======       =======
 Accumulation unit value per unit..................      $20.709      12.326      14.873     13.811       14.864        10.802
                                                      ==========     =======     =======    =======      =======       =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
September 30, 1996 (unaudited)
(In thousands except per unit data)

                                                                                                           Templeton
                                                              Templeton    Templeton                     International
                                                               Global    Global Asset   Small   Capital     Smaller      Total
                                                               Growth     Allocation     Cap    Growth     Companies      All
                                                                Fund         Fund       Fund     Fund        Fund        Funds
                                                               -------     --------     -----    -----     --------     -------
<S>                                                           <C>        <C>           <C>      <C>      <C>           <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Templeton Global Growth Fund,
   37,938 shares, cost $428,552............................   $482,189            -         -        -            -
  Templeton Global Asset Allocation
   Fund, 3,363 shares, cost $36,478........................          -       39,386         -        -            -
  Small Cap Fund, 10,862 shares,
   cost $125,977...........................................          -            -   137,400        -            -
  Capital Growth Fund,  1,819 shares,
   cost $18,806............................................          -            -         -   19,844            -
  Templeton International Smaller Companies
   Fund, 900 shares, cost $9,190...........................          -            -         -        -        9,366
                                                              --------       ------   -------   ------       ------
      Total assets.........................................    482,189       39,386   137,400   19,844        9,366    8,302,354
                                                              --------       ------   -------   ------       ------    ---------
Liabilities:
Accrued mortality and expense risk charges.................         57            9        20       60           36        1,058
Accrued administrative charges.............................          7            1         2        7            4          125
                                                               -------       ------   -------   ------       ------    ---------
      Total liabilities....................................         64           10        22       67           40        1,183
                                                               -------       ------   -------   ------       ------    ---------
      Net assets.. ........................................   $482,125       39,376   137,378   19,777        9,326    8,301,171
                                                              ========       ======   =======   ======       ======    =========
Contract owners' equity:
Contracts in accumulation period (note 6)..................   $479,586       38,980   137,020   19,622        9,320    8,288,095
Contracts in annuity payment period (note 2)...............      2,539          396       358      155            6       13,076
                                                              --------       ------   -------   ------       ------    ---------
      Total contract owners' equity........................   $482,125       39,376   137,378   19,777        9,326    8,301,171
                                                              ========       ======   =======   ======       ======    =========
 Accumulation units outstanding............................     38,267        3,337    11,034    1,809          901      510,430
                                                              ========       ======   =======   ======       ======    =========
 Accumulation unit value per unit..........................    $12.533       11.681    12.418   10.847       10.349
                                                              ========       ======   =======   ======       ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Operations
For the period ended September 30, 1996 (unaudited)
(In thousands)

                                                                                                                        U.S.
                                                              Money    Growth and  Precious     High     Real Estate Government
                                                             Market      Income     Metals     Income    Securities  Securities
                                                              Fund        Fund       Fund       Fund        Fund        Fund
                                                            --------     -------    ------     ------      -------    --------
<S>                                                         <C>        <C>         <C>        <C>        <C>         <C>
Investment income:
 Dividends reinvested in fund shares....................    $ 15,374      20,139     1,477     27,936        9,054      36,122
                                                            --------      ------    ------     ------       ------      ------
Expenses:
 Mortality and expense risk charges.....................       3,863       8,131     1,132      3,172        1,993       4,930
 Administrative charges.................................         464         976       136        381          239         592
                                                            --------      ------    ------     ------       ------      ------
      Total expenses....................................       4,327       9,107     1,268      3,553        2,232       5,522
                                                            --------      ------    ------     ------       ------      ------
      Investment income (loss), net.....................      11,047      11,032       209     24,383        6,822      30,600
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds...           -      71,329     1,354      1,483            -           -
                                                            --------      ------    ------     ------       ------      ------
  Realized gains (losses) on sales of investments:
   Proceeds from sales..................................     335,551      62,579    57,368     63,617       13,313      70,295
   Cost of investments sold.............................    (335,551)    (51,786)  (52,908)   (58,166)     (11,333)    (67,961)
                                                            --------      ------    ------     ------       ------      ------
      Total realized gains (losses) on
       sales of investments, net........................           -      10,793     4,460      5,451        1,980       2,334
                                                            --------      ------    ------     ------       ------      -------
      Realized gains (losses) on investments, net.......           -      82,122     5,814      6,934        1,980       2,334
  Net change in unrealized appreciation
   (depreciation) on investments........................           -     (54,823)   (5,112)    (4,282)      19,279     (36,715)
                                                            --------      ------    ------     ------       ------      -------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net..           -      27,299       702      2,652       21,259     (34,381)
    
                                                            --------      ------    ------     ------       ------      ------
Net increase (decrease) in net assets from operations...    $ 11,047      38,331       911     27,035       28,081      (3,781)
                                                            ========      ======    ======     ======       ======      ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended September 30, 1996 (unaudited)
(In thousands)

                                                                                                        Templeton     Investment
                                                      Utility       Zero        Zero         Zero     Global Income      Grade
                                                      Equity       Coupon      Coupon       Coupon     Securities    Intermediate
                                                       Fund      Fund - 2000 Fund - 2005  Fund - 2010     Fund         Bond Fund
                                                     --------      -------    --------      -------     ---------      ---------
<S>                                                  <C>         <C>         <C>          <C>         <C>            <C>
Investment income:
 Dividends reinvested in fund shares.............    $ 59,963       5,915       3,734        3,687        15,325          7,793
                                                     --------      ------       -----       ------        ------         ------
Expenses:
 Mortality and expense risk charges..............      11,428       1,014       665            661         1,947          1,382
  Administrative charges.........................       1,371         122       80             79            234            166
                                                     --------      ------       -----       ------        ------         ------
     Total expenses..............................      12,799       1,136       745            740         2,181          1,548
                                                     --------      ------       -----       ------        ------         ------
     Investment income (loss), net...............      47,164       4,779       2,989        2,947        13,144          6,245
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds...............................           -          58           -          999             -              -
                                                     --------      ------       -----       ------        ------         ------
  Realized gains (losses) on sales of investments:
   Proceeds from sales...........................     218,254      13,592       6,459       23,193        34,744         23,668
   Cost of investments sold......................    (194,545)    (12,495)     (5,904)     (21,389)      (33,691)       (22,851)
                                                     --------      ------       -----       ------        ------         ------
      Total realized gains (losses) on sales
       of investments, net.......................      23,709       1,097         555        1,804         1,053            817
                                                     --------      ------       -----       ------        ------         ------
      Realized gains (losses) on investments, net      23,709       1,155         555        2,803         1,053            817
  Net change in unrealized appreciation
   (depreciation) on investments.................     (65,744)     (7,501)     (7,919)     (13,440)       (7,571)        (5,448)
                                                     --------      ------       -----       ------        ------         ------
      Total realized gains (losses) and
       unrealized appreciation (depreciation)
       on investments, net.......................     (42,035)     (6,346)     (7,364)     (10,637)       (6,518)        (4,631)
                                                     --------      ------       -----       ------        ------         ------
Net increase (decrease) in net assets
 from operations.................................     $ 5,129      (1,567)     (4,375)      (7,690)        6,626          1,614
                                                     ========      ======       =====       ======        ======         ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended September 30, 1996 (unaudited)
(In thousands)

                                                                   Adjustable   Templeton               Templeton     Templeton
                                                         Income       U.S.       Pacific    Rising    International   Developing
                                                       Securities  Government    Growth    Dividends     Equity     Markets Equity
                                                          Fund        Fund        Fund       Fund         Fund           Fund
                                                         -------    --------     -------    ------      --------      ----------
<S>                                                    <C>         <C>          <C>        <C>        <C>           <C>
Investment income:
 Dividends reinvested in fund shares...............      $62,078      12,299      10,182     9,452       23,741           2,088
                                                         -------      ------      ------    ------       ------          ------
Expenses:
 Mortality and expense risk charges................       11,329       1,537       3,284     4,170        8,392           2,003
 Administrative charges............................        1,360         184         394       500        1,007             240
                                                         -------      ------      ------    ------       ------          ------
      Total expenses...............................       12,689       1,721       3,678     4,670        9,399           2,243
                                                         -------      ------      ------    ------       ------          ------
      Investment income (loss), net................       49,389      10,578       6,504     4,782       14,342            (155)
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on
   mutual funds....................................       10,324           -       5,901         -       29,052           3,862
                                                         -------      ------      ------    ------       ------          ------
  Realized gains (losses) on sales of investments:
   Proceeds from sales.............................       71,179      49,379      80,140    37,138       44,178          25,313
   Cost of investments sold........................      (64,242)    (50,307)    (73,039)  (30,763)     (39,696)        (24,333)
                                                         -------      ------      ------    ------       ------          ------
      Total realized gains (losses) on sales
       of investments, net.........................        6,937        (928)      7,101     6,375        4,482             980
                                                         -------      ------      ------    ------       ------          ------
      Realized gains (losses) on investments, net..       17,261        (928)     13,002     6,375       33,534           4,842
  Net change in unrealized appreciation
   (depreciation) on investments...................      (11,955)     (4,657)      9,400    33,282       50,075          14,816
                                                         -------      ------      ------    ------       ------          ------
      Total realized gains (losses) and
       unrealized appreciation (depreciation)
       on investments, net.........................        5,306      (5,585)     22,402    39,657       83,609          19,658
                                                         -------      ------      ------    ------       ------          ------
Net increase (decrease) in net assets from operations    $54,695       4,993      28,906    44,439       97,951          19,503
                                                         =======      ======      ======    ======       ======          ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended September 30, 1996 (unaudited)
(In thousands)

                                                                                                           Templeton
                                                              Templeton  Templeton                       International
                                                               Global   Global Asset    Small    Capital    Smaller      Total
                                                               Growth    Allocation      Cap     Growth    Companies      All
                                                                Fund        Fund        Fund      Fund       Fund        Funds
                                                               -------    --------     ------     -----    ---------     -------
<S>                                                           <C>       <C>          <C>         <C>     <C>            <C>
Investment income:
 Dividends reinvested in fund shares......................    $ 6,984          14         34         -            -      333,391  
                                                              -------       -----     ------     -----        -----    ---------
Expenses:
 Mortality and expense risk charges.......................      3,875         257        751        60           36       76,012
  Administrative charges..................................        465          31         90         7            4        9,122
                                                              -------       -----     ------     -----        -----    ---------
      Total expenses......................................      4,340         288        841        67           40       85,134
                                                              -------       -----     ------     -----        -----    ---------
      Investment income (loss), net.......................      2,644        (274)      (807)      (67)         (40)     248,257
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds.....      6,984          27          3         -            -      131,376
                                                              -------       -----     ------     -----        -----    ---------
  Realized gains (losses) on sales of investments:
   Proceeds from sales....................................     11,298       2,331     36,507     2,088        2,068    1,284,252
   Cost of investments sold...............................    (10,384)     (2,218)   (36,457)   (2,130)      (2,040)  (1,204,189)
                                                              -------       -----     ------     -----        -----    ---------
      Total realized gains (losses) on sales
       of investments, net................................        914         113         50       (42)          28       80,063
                                                              -------       -----     ------     -----        -----    ---------
      Realized gains (losses) on investments, net.........      7,898         140         53       (42)          28      211,439
  Net change in unrealized appreciation (depreciation)
   on investments.........................................     26,852       2,585     11,240     1,039          175      (56,424)
                                                              -------       -----     ------     -----        -----    ---------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net....     34,750       2,725     11,293       997          203      155,015
                                                              -------       -----     ------     -----        -----    ---------
Net increase (decrease) in net assets from operations.....    $37,394       2,451     10,486       930          163      403,272
                                                              =======       =====     ======     =====        =====    =========
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets
For the period ended September 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                                      Growth and
                                            Money Market Fund         Income Fund      Precious Metals Fund    High Income Fund
                                            ----------------        ---------------      ----------------      ----------------
                                             1996       1995        1996       1995       1996       1995       1996       1995
                                           -------    -------      -------    ------     ------     ------     ------    -------
<S>                                       <C>                     <C>                  <C>                    <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net.......    $ 11,047     17,718      11,032     (1,279)       209         52     24,383     15,167
  Realized gains (losses) on
   investments, net...................           -          -      82,122     21,076      5,814      2,150      6,934      3,298
  Net change in unrealized appreciation
   (depreciation) on investments......           -          -     (54,823)   147,406     (5,112)    (2,147)    (4,282)    27,669
                                          --------    -------     -------    -------    -------     ------    -------    -------
      Net increase (decrease) in
       net assets from operations.....      11,047     17,718      38,331    167,203        911         55     27,035     46,134
                                          --------    -------     -------    -------    -------     ------    -------    -------
 Contract transactions (note 6):
  Purchase payments...................     130,546    190,018     108,174     98,725     19,165     11,049     38,662     47,086
  Transfers between funds.............     (67,884)  (169,358)     32,137    150,088     (4,175)   (17,212)    21,744     46,491
  Surrenders and terminations.........     (86,762)  (120,722)    (78,028)   (73,514)    (8,107)   (11,728)   (30,002)   (43,591)
  Rescissions.........................      (2,174)    (5,198)     (2,759)    (1,783)      (309)      (326)      (515)    (1,643)
  Other transactions (note 2).........         (67)       238         475        240         49        (36)        48         77
                                          --------    -------     -------    -------    -------     ------    -------    -------
      Net increase (decrease)
       in net assets resulting from
       contract transactions..........     (26,341)  (105,022)     59,999    173,756      6,623    (18,253)    29,937     48,420
                                          --------    -------     -------    -------    -------     ------    -------    -------
Increase (decrease) in net assets.....     (15,294)    87,304)     98,330    340,959      7,534    (18,198)    56,972     94,554
                                          --------    -------     -------    -------    -------     ------    -------    -------
Net assets at beginning of period.....     399,935    487,239     812,732    471,773     97,630    115,828    323,580    229,026
                                          --------    -------     -------    -------    -------     ------    -------    -------
Net assets at end of period...........    $384,641    399,935     911,062    812,732    105,164     97,630    380,552    323,580
                                          ========    =======     =======    =======    =======     ======    =======    =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended September 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                              Real Estate         U.S. Government                                  Zero Coupon
                                            Securities Fund       Securities Fund       Utility Equity Fund        Fund - 1995
                                            ---------------       ---------------        -----------------        ------------
                                           1996        1995       1996       1995        1996         1995        1996     1995
                                          ------      ------     ------     ------      ------       ------      ------   ------
<S>                                     <C>                     <C>                  <C>                         <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net.......   $ 6,822      3,361      30,600     30,379      47,164       48,876        -      2,395
  Realized gains (losses) on
   investments, net...................     1,980      1,477       2,334      2,695      23,709        1,589        -        600
  Net change in unrealized appreciation
   (depreciation) on investments......    19,279     22,517     (36,715)    54,968     (65,744)     255,500        -       (597)
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
      Net increase (decrease) in
       net assets from operations.....    28,081     27,355      (3,781)    88,042       5,129      305,965        -      2,398
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
 Contract transactions (note 6):
  Purchase payments...................    20,616     19,829      30,654     47,766      47,586       73,558        -      1,557
  Transfers between funds.............    10,018    (12,435)    (37,143)    (5,307)   (111,925)      10,721        -    (36,522)
  Surrenders and terminations.........   (15,316)   (17,397)    (52,362)   (74,423)   (126,645)    (141,926)       -    (13,413)
  Rescissions.........................      (184)      (277)       (616)    (1,813)       (704)      (1,891)       -        (49)
  Other transactions (note 2).........        (5)        99         391        132         117          537        -         88
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
      Net increase (decrease)
       in net assets resulting from
       contract transactions.........     15,129    (10,181)    (59,076)   (33,645)   (191,571)     (59,001)       -    (48,339)
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
Increase (decrease) in net assets.....    43,210     17,174     (62,857)    54,397    (186,442)     246,964        -    (45,941)
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
Net assets at beginning of period.....   198,773    181,599     559,234    504,837   1,305,495    1,058,531        -     45,941
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
Net assets at end of period...........  $241,983    198,773     496,377    559,234   1,119,053    1,305,495        -          -
                                        ========    =======     =======    =======   =========    =========      ===    =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended September 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                  Zero Coupon           Zero Coupon         Zero Coupon       Templeton Global
                                                  Fund - 2000           Fund - 2005         Fund - 2010    Income Securities Fund
                                                ---------------        -------------       -------------      ----------------
                                                1996       1995       1996      1995      1996      1995      1996        1995
                                               ------     ------     ------    ------    ------     -----    ------      ------
<S>                                          <C>                    <C>                 <C>                <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net...........    $ 4,779      2,895     2,989      1,752     2,947     1,068     13,144      5,291
  Realized gains (losses) on
   investments, net.......................      1,155      1,081       555        753     2,803     2,987      1,053       (206)
  Net change in unrealized appreciation
   (depreciation) on investments..........     (7,501)    12,514    (7,919)    13,063   (13,440)   15,696     (7,571)    22,286
                                             --------    -------    ------     ------    ------    ------    -------    -------
      Net increase (decrease) in
       net assets from operations.........     (1,567)    16,490    (4,375)    15,568    (7,690)   19,751      6,626     27,371
                                             --------    -------    ------     ------    ------    ------    -------    -------
 Contract transactions (note 6):
  Purchase payments.......................     10,674     16,203    8,946      13,119     9,868    12,239      9,277     13,098
  Transfers between funds.................     (3,006)    13,339   (1,863)      4,711    (2,662)    9,807    (15,268)   (21,421)
  Surrenders and terminations.............    (10,625)   (10,927)  (4,609)     (4,654)   (4,843)   (5,624)   (20,813)   (29,898)
  Rescissions.............................       (210)      (263)    (144)       (185)     (244)     (469)      (159)      (400)
  Other transactions (note 2).............          7        (17)      (6)        (23)       (6)      177         79         25
                                             --------    -------    ------     ------    ------    ------    -------    -------
      Net increase (decrease) in
       net assets resulting from
       contract transactions..............     (3,160)    18,335     2,324     12,968     2,113    16,130    (26,884)   (38,596)
                                             --------    -------    ------     ------    ------    ------    -------    -------
Increase (decrease) in net assets.........     (4,727)    34,825    (2,051)    28,536    (5,577)   35,881    (20,258)   (11,225)
                                             --------    -------    ------     ------    ------    ------    -------    -------
Net assets at beginning of period.........    110,965     76,140    73,292     44,756    77,136    41,255    220,143    231,368
                                             --------    -------    ------     ------    ------    ------    -------    -------
Net assets at end of period...............   $106,238    110,965    71,241     73,292    71,559    77,136    199,885    220,143
                                             ========    =======    ======     ======    ======    ======    =======    =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended September 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                        Investment Grade                                 Adjustable U.S.          Templeton
                                     Intermediate Bond Fund  Income Securities Fund      Government Fund     Pacific Growth Fund
                                        ----------------        -----------------        --------------        ---------------
                                        1996        1995        1996         1995       1996       1995       1996        1995
                                       ------      ------       ------      ------     ------     ------     ------      ------
<S>                                  <C>                     <C>                      <C>                   <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net....   $ 6,245       3,922       49,389      44,301     10,578      9,723      6,504       1,633
  Realized gains (losses)
   on investments, net.............       817         624       17,261       7,100       (928)    (1,327)    13,002       3,150
  Net change in unrealized appreciation
   (depreciation) on investments...    (5,448)      7,237      (11,955)    145,457     (4,657)     6,258      9,400      14,929
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
      Net increase (decrease) in
       net assets from operations..     1,614      11,783       54,695     196,858      4,993     14,654     28,906      19,712
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
 Contract transactions (note 6):
  Purchase payments................    10,867      15,136      123,761     145,910     26,484     43,555     27,216      27,022
  Transfers between funds..........   (12,899)        364      (21,216)     33,034    (41,567)   (75,287)    14,650     (52,319)
  Surrenders and terminations......   (12,222)    (16,323)    (107,757)   (125,202)   (18,519)   (27,666)   (26,399)    (35,125)
  Rescissions......................      (243)       (379)      (2,683)     (3,470)      (559)    (1,087)      (323)     (1,057)
  Other transactions (note 2)......         7         (24)         475         670         31        296        125         (45)
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
      Net increase (decrease) in
       net assets resulting from
       contract transactions.......   (14,490)     (1,226)      (7,420)     50,942    (34,130)   (60,189)    15,269     (61,524)
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
Increase (decrease) in net assets..   (12,876)     10,557       47,275     247,800    (29,137)   (45,535)    44,175     (41,812)
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
Net assets at beginning of period..   149,882     139,325    1,175,143     927,343    174,507    220,042    306,843     348,655
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
Net assets at end of period........  $137,006     149,882    1,222,418   1,175,143    145,370    174,507    351,018     306,843
                                     ========     =======    =========   =========    =======    =======    =======     =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended September 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                                                            Templeton
                                                Rising         Templeton International Developing Markets         Templeton
                                            Dividends Fund           Equity Fund           Equity Fund       Global Growth Fund
                                           ----------------        ---------------       ---------------       --------------
                                           1996        1995       1996        1995       1996       1995      1996        1995
                                          -------     ------    -------      ------     ------     ------    ------      ------
<S>                                      <C>                   <C>                     <C>                  <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net.......    $ 4,782      2,452     14,342       1,998      (155)    (1,241)     2,644      (2,008)
  Realized gains (losses))
   on investments, net................      6,375      1,323     33,534      20,155     4,842       (277)     7,898         303
  Net change in unrealized appreciation
   (depreciation) on investments......     33,282     81,539     50,075      42,587    14,816      3,149     26,852      26,429
                                         --------    -------    -------     -------   -------    -------    -------     -------
      Net increase (decrease) in
       net assets from operations.....     44,439     85,314     97,951      64,740    19,503      1,631     37,394      24,724
                                         --------    -------    -------     -------   -------    -------    -------     -------
 Contract transactions (note 6):
  Purchase payments...................     39,976     42,756     82,272      99,403    44,265     42,027    108,253     119,490
  Transfers between funds.............      4,268     50,303     43,384     (30,418)   34,064     22,865     36,808      46,237
  Surrenders and terminations.........    (33,266)   (35,907)   (61,709)    (72,338)  (11,567)    (7,387)   (21,325)    (15,658)
  Rescissions.........................       (827)      (750)    (1,331)     (2,115)     (469)    (1,069)    (1,349)     (1,966)
  Other transactions (note 2).........        129        131        352          59        45        (55)        60          64
                                         --------    -------    -------     -------   -------    -------    -------     -------
      Net increase (decrease) in
       net assets resulting from
       contract transactions..........     10,280     56,533     62,968      (5,409)   66,338     56,381    122,447     148,167
                                         --------    -------    -------     -------   -------    -------    -------     -------
Increase (decrease) in net assets.....     54,719    141,847    160,919      59,331    85,841     58,012    159,841     172,891
                                         --------    -------    -------     -------   -------    -------    -------     -------
Net assets at beginning of period.....    422,992    281,145    794,670     735,339   150,481     92,469    322,284     149,393
                                         --------    -------    -------     -------   -------    -------    -------     -------
Net assets at end of period...........   $477,711    422,992    955,589     794,670   236,322    150,481    482,125     322,284
                                         ========    =======    =======     =======   =======    =======    =======     =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended September 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                       Templeton                                                   Templeton
                                                     Global Asset                                             International Smaller
                                                    Allocation Fund      Small Cap Fund   Capital Growth Fund    Companies Fund
                                                    --------------        -------------      -------------       --------------
                                                   1996        1995      1996      1995     1996       1995     1996       1995
                                                  ------      ------    ------    ------   ------     ------   ------     ------
<S>                                              <C>                   <C>                <C>                <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net................  $  (274)       127      (807)      (25)     (67)         -      (40)         -
  Realized gains (losses) on investments, net..      140         71        53         -      (42)         -       28          -
  Net change in unrealized appreciation
   (depreciation) on investments...............    2,585        323    11,240       183    1,039          -      175          -
                                                 -------     ------   -------     -----   ------      -----    -----       ----
      Net increase (decrease) in net assets
       from operations.........................    2,451        521    10,486       158      930          -      163          -
                                                 -------     ------   -------     -----   ------      -----    -----       ----
 Contract transactions (note 6):
  Purchase payments............................   13,714      5,580    36,808     2,140    6,645          -    3,208          -
  Transfers between funds......................   10,350      9,316    83,168    11,013   12,393          -    6,128          -
  Surrenders and terminations..................   (1,316)    (1,163)   (6,263)      (36)    (156)         -     (127)         -
  Rescissions..................................      (80)       (27)     (278)      (19)     (45)         -      (36)         -
  Other transactions (note 2)..................       23          7       197         4       10          -      (10)         -
                                                 -------     ------   -------    ------   ------      -----    -----       ----
      Net increase (decrease) in net assets
       resulting from contract transactions....   22,691     13,713   113,632    13,102   18,847          -    9,163          -
                                                 -------     ------   -------    ------   ------      -----    -----       ----
Increase (decrease) in net assets..............   25,142     14,234   124,118    13,260   19,777          -    9,326          -
                                                 -------     ------   -------    ------   ------      -----    -----       ----
Net assets at beginning of period..............   14,234          -    13,260         -        -          -        -          -
                                                 -------     ------   -------    ------   ------      -----    -----       ----
Net assets at end of period....................  $39,376     14,234   137,378    13,260   19,777          -    9,326          -
                                                 =======     ======   =======    ======   ======      =====    =====       ====
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended September 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                                                                             Total All Funds
                                                                                                           -------------------
                                                                                                            1996         1995
                                                                                                           ------       ------
<S>                                                                                                     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net......................................................................    $ 248,257      188,557
  Realized gains (losses) on investments, net........................................................      211,439       68,622
  Net change in unrealized appreciation (depreciation) on investments................................      (56,424)     896,966
                                                                                                        ----------    ---------
      Net increase (decrease) in net assets from operations..........................................      403,272    1,154,145
                                                                                                        ----------    ---------
 Contract transactions (note 6):
  Purchase payments..................................................................................      957,637    1,087,266
  Transfers between funds............................................................................      (10,496)     (11,990)
  Surrenders and terminations........................................................................     (738,738)    (884,622)
  Rescissions........................................................................................      (16,241)     (26,236)
  Other transactions (note 2)........................................................................        2,526        2,644
                                                                                                        ----------    ---------
      Net increase (decrease) in net assets resulting from contract transactions.....................      194,688      167,062
                                                                                                        ----------    ---------
Increase (decrease) in net assets....................................................................      597,960    1,321,207
                                                                                                        ----------    ---------
Net assets at beginning of period....................................................................    7,703,211    6,382,004
                                                                                                        ----------    ---------
Net assets at end of period..........................................................................   $8,301,171    7,703,211
                                                                                                        ==========    =========
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>

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

Notes to Financial Statements
September 30, 1996 (unaudited)

1. Organization

Allianz Life  Variable  Account B (Variable  Account) is a segregated investment
account of Allianz Life Insurance Company of North America (Allianz Life) and is
registered  with the  Securities  and Exchange  Commission as  a unit investment
trust  pursuant  to  the  provisions of the  Investment  Company Act of 1940 (as
amended).  The Variable  Account was  established  on May 31, 1985 and commenced
operations  January 24, 1989.  Accordingly,  it is an  accounting entity wherein
all  segregated  account  transactions  are  reflected.

The Variable Account's assets are the  property of Allianz Life and are held for
the benefit of the owners and other persons entitled to payments under  variable
annuity  contracts  issued  through  the Variable  Account and  underwritten  by
Allianz  Life. The  assets of the  Variable Account, equal  to the  reserves and
other liabilities of the Variable  Account, are not  chargeable with liabilities
that arise from any other  business  which  Allianz  Life  may  conduct.

The  Variable  Account's sub-accounts may invest, at net asset values, in one or
more of the funds of the Franklin  Valuemark Funds (FVF),  managed  by  Franklin
Advisers, Inc., in accordance  with the  selection  made by the contract  owner.
Not  all funds  are  available  as investment  options for  the  products  which
comprise the Variable Account.

Certain  officers  and  trustees of the FVF are also  officers  and/or directors
of Franklin Advisers, Inc. and/or Allianz Life.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Investments

Investments  of the Variable  Account are valued daily at market value using net
asset values provided by Franklin Advisers, Inc.

Realized investment gains include realized gain distributions  received from the
respective  funds and  gains on the sale of fund  shares  as  determined  by the
average  cost  method.   Realized  gain  distributions  are  reinvested  in  the
respective funds. Dividend distributions received from the FVF are reinvested in
additional  shares of the FVF and are recorded as income to the Variable Account
on the ex-dividend date.

A Fixed  Account  investment  option is available to deferred  annuity  contract
owners.  This account is comprised of equity and fixed income  investments which
are part of the general  assets of Allianz Life.  The  liabilities  of the Fixed
Account are part of the general obligations of Allianz Life and are not included
in the  Variable  Account.  The  guaranteed  minimum rate of return on the Fixed
Account is 3%.

The Templeton  Global Asset  Allocation  Fund,  Fixed Account and Small Cap Fund
were added as available  investment  options on May 1, 1995, October 1, 1995 and
November  1, 1995,  respectively.  The Zero  Coupon - 1995 Fund  matured and was
closed on December 15, 1995. The Capital Growth Fund and Templeton International
Smaller  Companies  Fund were added as  available  investment  options on May 1,
1996.

On May 1, 1995,  the Equity  Growth  Fund name was  changed to Growth and Income
Fund.  The Global  Income  Fund name was  changed  to  Templeton  Global  Income
Securities Fund on May 1, 1996.

Contracts in Annuity Payment Period

Annuity reserves are computed for currently payable  contracts  according to the
1983 Individual  Annuity  Mortality Table,  using an assumed  investment  return
(AIR) equal to the AIR of the specific  contracts,  either 3% or 5%.  Charges to
annuity  reserves for mortality and risk expense are  reimbursed to Allianz Life
if the  reserves  required are less than  originally  estimated.  If  additional
reserves are required, Allianz Life reimburses the account.

Expenses

Asset Based Expenses

A mortality and expense risk charge is deducted  from the Variable  Account on a
daily basis equal,  on an annual basis,  to 1.25% of the daily net assets of the
Variable Account.

An administrative  charge is deducted from the Variable Account on a daily basis
equal,  on an annual  basis,  to 0.15% of the daily net  assets of the  Variable
Account.

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

Notes to Financial Statements (cont.)
September 30, 1996 (unaudited)

2. Significant Accounting Policies (cont.)

Expenses (cont.)

Contract Based Expenses

A contract  maintenance  charge is paid by the contract owner annually from each
deferred  annuity  contract  by  liquidating  contract  units  at the end of the
contract year and at the time of full surrender. The amount of the charge is $30
each year.  Contract  maintenance charges paid by the contract owners during the
period ended September 30, 1996 (unaudited) and the year ended December 31, 1995
were  $3,358,013  and  $4,294,361,  respectively.  These  contract  charges  are
reflected in the Statements of Changes in Net Assets as other transactions.

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

A deferred annuity contract owner may, not more frequently than once annually on
a cumulative basis, make a surrender each contract year of fifteen percent (15%)
of  purchase  payments  paid,  less any prior  surrenders,  without  incurring a
contingent  deferred  sales  charge.  For a partial  surrender,  the  contingent
deferred  sales charge will be deducted from the remaining  contract  value,  if
sufficient;  otherwise it will be deducted  from the amount  surrendered.  Total
contingent  deferred  sales  charges paid by the contract  owners for the period
ended  September 30, 1996  (unaudited) and the year ended December 31, 1995 were
$7,893,373 and $12,373,225, respectively.

Currently,  twelve transfers are permitted each contract year.  Thereafter,  the
fee is $25 per transfer,  or 2% of the amount transferred,  if less.  Currently,
transfers  associated  with the dollar cost  averaging  program are not counted.
Total  transfer  charges  paid  by the  contract  owners  for the  period  ended
September 30, 1996 (unaudited) and the year ended December 31, 1995 were $66,609
and $119,180, respectively.  Transfer charges are reflected in the Statements of
Changes in Net Assets as other transactions.  Transfers to the Fixed Account for
the period ended September 30, 1996  (unaudited) and the year ended December 31,
1995 were $10,495,680 and $11,989,631, respectively.

Premium  taxes or other taxes  payable to a state or other  governmental  entity
will be charged  against  the  contract  values.  Allianz  Life may, in its sole
discretion, pay taxes when due and deduct that amount from the contract value at
a later date.  Payment at an earlier date does not waive any right  Allianz Life
may have to deduct such amounts at a later date.

On certain contracts,  a systematic withdrawal plan is available which allows an
owner to withdraw up to 9% of purchase payments less prior surrenders  annually,
paid monthly or quarterly, without incurring a contingent deferred sales charge.
The exercise of the systematic withdrawal plan in any contract year replaces the
15% penalty free privilege for that year.

A  rescission  is defined as a contract  that is  returned to the Company by the
Contract Owner and canceled  within the free-look  period,  generally  within 10
days.

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

Notes to Financial Statements (cont.)
September 30, 1996 (unaudited)

3. Capitalization

Allianz Life provides  capital for the  establishment of new funds as investment
options of the Variable Account. The capitalization transactions were as follows
during  the period  ended  September  30,  1996  (unaudited)  and the year ended
December 31, 1995:
<TABLE>
<CAPTION>
                                                  Capitalization    Date of     Market Value    Date of      Current
Fund                                                  Amount     Capitalization at Withdrawal Withdrawal  Market Value
- -------------------------------------------------    --------       --------      --------      -------     --------
<S>                                               <C>            <C>            <C>           <C>         <C>
Templeton Global Asset Allocation Fund...........    $500,000       4/18/95       $525,500     12/21/95            -
Small Cap Fund...................................     250,000       9/18/95        313,250      5/29/96            -
Capital Growth Fund..............................     250,000       4/30/96              -            -     $272,750
Templeton International Smaller Companies Fund...     250,000       4/30/96              -            -      260,250
</TABLE>

4. Investment Transactions

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

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

5. Federal Income Taxes

Operations  of the  Variable  Account  form a  part  of,  and  are  taxed  with,
operations of Allianz Life, which is taxed as a life insurance company under the
Internal Revenue Code.

Allianz Life does not expect to incur any federal  income taxes in the operation
of the Variable  Account.  If, in the future,  Allianz Life  determines that the
Variable  Account may incur federal  income  taxes,  it may then assess a charge
against the Variable Account for such taxes.

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

Notes to Financial Statements (cont.)
September 30, 1996 (unaudited)

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

Transactions  in units for each fund for the period  ended  September  30,  1996
(unaudited) and the year ended December 31, 1995 were as follows:
<TABLE>
<CAPTION>
                                                          Growth                         Real        U.S.                 Zero
                                                Money       and    Precious    High     Estate    Government    Utility  Coupon
                                               Market     Income    Metals    Income  Securities  Securities    Equity   Fund -
                                                Fund       Fund      Fund      Fund      Fund        Fund        Fund     1995
                                               ------      -----    ------     -----    ------      -------     ------    -----
<S>                                           <C>         <C>      <C>        <C>     <C>         <C>           <C>      <C>
Accumulation units outstanding at
 December 31, 1994..........................   39,437     35,695     8,285    15,679    11,645      36,490      70,082    3,195
Contract transactions:
 Purchase payments..........................   15,069      6,403       796     2,877     1,233       3,115       4,303      106
 Transfers between funds....................  (13,495)     9,757    (1,290)    2,959      (792)       (266)        736   (2,398)
 Surrenders and terminations................   (9,580)    (4,859)     (846)   (2,661)   (1,077)     (4,916)     (8,372)    (905)
 Rescissions................................     (410)      (118)      (24)     (102)      (17)       (118)       (113)      (3)
 Other transactions.........................       19         15        (2)        4         6           8          33        5
                                               ------     ------    ------    ------    ------      ------      ------    -----
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions...........   (8,397)    11,198    (1,366)    3,077      (647)     (2,177)     (3,413)  (3,195)
                                               ------     ------    ------    ------    ------      ------      ------    -----
Accumulation units outstanding at
 December 31, 1995..........................   31,040     46,893     6,919    18,756    10,998      34,313      66,669        -
                                               ======     ======    ======    ======    ======      ======      ======    =====
Contract transactions (unaudited):
 Purchase payments..........................    9,952      6,062     1,181     2,176     1,082       1,913       2,428        -
 Transfers between funds....................   (5,155)     1,748      (349)    1,186       509      (2,323)     (5,781)       -
 Surrenders and terminations................   (6,622)    (4,399)     (507)   (1,685)     (809)     (3,273)     (6,479)       -
 Rescissions................................     (166)      (155)      (19)      (29)      (10)        (38)        (36)       -
 Other transactions.........................       (5)        27         3         3         -          24           6        -
                                               ------     ------     -----    ------    ------      ------      ------    -----
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions...........   (1,996)     3,283       309     1,651       772      (3,697)     (9,862)       -
                                               ------     ------     -----    ------    ------      ------      ------    -----
Accumulation units outstanding at
 September 30, 1996 (unaudited).............   29,044     50,176     7,228    20,407    11,770      30,616      56,807        -
                                               ======     ======     =====    ======    ======      ======      ======    =====
</TABLE>

<TABLE>
<CAPTION>
                                         Zero      Zero     Zero      Templeton   Investment              Adjustable    Templeton
                                        Coupon    Coupon   Coupon   Global Income    Grade      Income       U.S.        Pacific
                                        Fund -    Fund -   Fund -    Securities  Intermediate Securities  Government     Growth
                                         2000      2005     2010        Fund       Bond Fund     Fund        Fund         Fund
                                         -----     -----    -----     ---------    --------     -------    --------      -------
<S>                                     <C>       <C>      <C>      <C>          <C>          <C>         <C>           <C>
Accumulation units outstanding at
 December 31, 1994...................    4,953     2,780    2,589       16,855       9,772       56,569      19,865      27,231
Contract transactions:
 Purchase payments...................      966       715      652          904       1,016        7,979       3,753       2,065
 Transfers between funds.............      800       269      511       (1,494)         30        1,879      (6,551)     (4,013)
 Surrenders and terminations.........     (636)     (249)    (297)      (2,058)     (1,099)      (6,965)     (2,397)     (2,714)
 Rescissions.........................      (16)      (10)     (27)         (28)        (25)        (192)        (95)        (82)
 Other transactions..................       (1)       (1)       9            2          (2)          39          25          (4)
                                         -----     -----    -----       ------       -----       ------      ------      ------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions....    1,113       724      848       (2,674)        (80)       2,740      (5,265)     (4,748)
                                         -----     -----    -----       ------       -----       ------      ------      ------
Accumulation units outstanding at
 December 31, 1995...................    6,066     3,504    3,437       14,181       9,692       59,309      14,600      22,483
                                         =====     =====    =====       ======       =====       ======      ======      ======
Contract transactions (unaudited):
 Purchase payments...................      596       456      488          599         703        6,109       2,190       1,835
 Transfers between funds.............     (169)      (94)    (121)        (987)       (829)      (1,064)     (3,429)      1,042
 Surrenders and terminations.........     (592)     (235)    (239)      (1,343)       (790)      (5,348)     (1,524)     (1,785)
 Rescissions.........................      (12)       (7)     (12)         (10)        (16)        (133)        (46)        (22)
 Other transactions..................        -         -        -            5           1           24           3           9
                                         -----     -----    -----       ------       -----       ------      ------      ------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions....     (177)      120      116       (1,736)       (931)        (412)     (2,806)      1,079
                                         -----     -----    -----       ------       -----       ------      ------      ------
Accumulation units outstanding at
 September 30, 1996 (unaudited)......    5,889     3,624    3,553       12,445       8,761       58,897      11,794      23,562
                                         =====     =====    =====       ======       =====       ======      ======      ======
</TABLE>

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

Notes to Financial Statements (cont.)
September 30, 1996 (unaudited)

6. Contract Transactions - Accumulation Unit Activity (In thousands) (cont.)
<TABLE>
<CAPTION>
                                                         Templeton             Templeton                    Templeton
                                             Templeton  Developing  Templeton   Global                    International
                                  Rising   International  Markets    Global      Asset     Small  Capital    Smaller      Total
                                 Dividends    Equity      Equity     Growth   Allocation    Cap   Growth    Companies      All
                                   Fund        Fund        Fund       Fund       Fund      Fund    Fund       Fund        Funds
                                  ------     --------     -------    -------    -------    -----   -----    --------     ------
<S>                              <C>       <C>          <C>         <C>       <C>          <C>    <C>     <C>            <C>
Accumulation units outstanding
 at December 31, 1994.........    28,778      60,464       9,774      14,637         -          -       -        -       474,775
Contract transactions:
 Purchase payments............     3,782       7,774       4,364      10,991       538        212       -        -        79,613
 Transfers between funds......     4,493      (2,530)      2,372       4,306       916      1,096       -        -        (2,705)
 Surrenders and
  terminations................    (3,208)     (5,662)       (773)     (1,448)     (114)        (4)      -        -       (60,840)
 Rescissions..................       (68)       (168)       (112)       (183)       (3)        (2)      -        -        (1,916)
 Other transactions...........        12           5          (7)          6         1          -       -        -           172
                                  ------      ------      ------      ------     -----      -----   -----      ---       -------
      Net increase (decrease)
       in accumulation units
       resulting from
       contract transactions..     5,011        (581)      5,844      13,672     1,338      1,302       -        -        14,324
                                  ------      ------      ------      ------     -----      -----   -----      ---       -------
Accumulation units outstanding
 at December 31, 1995.........    33,789      59,883      15,618      28,309     1,338      1,302       -        -       489,099
                                  ======      ======      ======      ======     =====      =====   =====      ===       =======
Contract transactions (unaudited):
 Purchase payments............     3,070       5,713       4,103       8,833     1,201      3,166     638      313        64,807
 Transfers between funds......       290       2,992       3,145       2,981       920      7,128   1,189      605         3,434
 Surrenders and terminations..    (2,552)     (4,302)     (1,078)     (1,750)     (117)      (555)    (15)     (12)      (46,011)
 Rescissions..................       (64)        (93)        (44)       (111)       (7)       (24)     (4)      (4)       (1,062)
 Other transactions...........        10          25           4           5         2         17       1       (1)          163
                                  ------      ------      ------      ------     -----      -----   -----      ---       -------
      Net increase (decrease)
       in accumulation units
       resulting from
       contract transactions..       754       4,335       6,130       9,958     1,999      9,732   1,809      901        21,331
                                  ------      ------      ------      ------     -----      -----   -----      ---       -------
Accumulation units outstanding at
 September 30, 1996 (unaudited)   34,543      64,218      21,748      38,267     3,337     11,034   1,809      901       510,430
                                  ======      ======      ======      ======     =====      =====   =====      ===       =======
</TABLE>




                       ALLIANZ LIFE VARIABLE ACCOUNT B

                                      of

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA


                             Financial Statements


                              December 31, 1995
<PAGE>

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

INDEPENDENT AUDITORS' REPORT

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

We  have  audited the accompanying statements of assets and liabilities of the
sub-accounts  of  Allianz Life Variable Account B as of December 31, 1995, the
related statements of operations for the year then ended and the statements of
changes in net assets for each of the years in the two-years then ended. 
These  financial  statements  are the responsibility of the Variable Account's
management.    Our  responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. 
Investment  securities held in custody for the benefit of the Variable Account
were  confirmed to us by the Franklin Valuemark Funds.  An audit also includes
assessing  the  accounting  principles  used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.    We believe that our audits provide a reasonable basis for our
opinion.

In  our opinion, the financial statements referred to above present fairly, in
all material respects, the assets and liabilities of the sub-accounts of
Allianz  Life  Variable  Account  B at December 31, 1995, the results of their
operations  for  the  year  then ended and the changes in their net assets for
each  of  the  years in the two-years then ended, in conformity with generally
accepted accounting principles.



                                             KPMG Peat Marwick LLP


Minneapolis, Minnesota
January 22, 1996
<PAGE>

<TABLE>

<CAPTION>
                                     ALLIANZ LIFE VARIABLE ACCOUNT B
                                                    of
                             ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                   Statements of Assets and Liabilities

                                            December 31, 1995

                                              (In thousands)

                                                        Growth                         Real        U.S.
                                               Money      and    Precious   High      Estate    Government
                                               Market   Income    Metals   Income   Securities  Securities
                                                Fund     Fund      Fund     Fund       Fund        Fund
                                              --------  -------  --------  -------  ----------  ----------
<S>                                           <C>       <C>      <C>       <C>      <C>         <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Money Market Fund, 400,242
   shares, cost $400,242                      $400,242        -         -        -           -           -
  Growth and Income Fund, 47,441
   shares, cost $642,464                             -  813,146         -        -           -           -
  Precious Metals Fund,
   6,938 shares, cost $95,110                        -        -    97,687        -           -           -
  High Income Fund, 23,702
   shares, cost $297,487                             -        -         -  323,767           -           -
  Real Estate Securities Fund,
   11,432 shares, cost $172,084                      -        -         -        -     198,914           -
  U.S. Government Securities Fund,
   39,967 shares, cost $517,705                      -        -         -        -           -     559,540
                                              --------  -------  --------  -------  ----------  ----------

     Total assets                              400,242  813,146    97,687  323,767     198,914     559,540
                                              --------  -------  --------  -------  ----------  ----------

Liabilities:

 Accrued mortality and expense risk charges        274      370        51      167         126         273
 Accrued administrative charges                     33       44         6       20          15          33
                                              --------  -------  --------  -------  ----------  ----------

     Total liabilities                             307      414        57      187         141         306
                                              --------  -------  --------  -------  ----------  ----------

     Net assets                               $399,935  812,732    97,630  323,580     198,773     559,234
                                              ========  =======  ========  =======  ==========  ==========

Contract owners' equity:

 Contracts in accumulation period (note 6)    $399,901  811,706    97,630  323,580     198,773     559,234
 Contracts in annuity payment
  period (note 2)                                   34    1,026         -        -           -           -
                                              --------  -------  --------  -------  ----------  ----------

     Total contract owners' equity            $399,935  812,732    97,630  323,580     198,773     559,234
                                              ========  =======  ========  =======  ==========  ==========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                             ALLIANZ LIFE VARIABLE ACCOUNT B
                                            of
                     ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                     Statements of Assets and Liabilities (Continued)

                                    December 31, 1995

                                      (In thousands)

                                                           Zero     Zero    Zero
                                               Utility    Coupon   Coupon  Coupon  Global
                                                Equity    Fund -   Fund -  Fund -  Income
                                                 Fund      2000     2005    2010    Fund
                                              ----------  -------  ------  ------  -------
<S>                                           <C>         <C>      <C>     <C>     <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Utility Equity Fund, 72,973
   shares, cost $1,140,098                    $1,306,215        -       -       -        -
  Zero Coupon Fund - 2000,
   7,059 shares, cost $97,854                          -  111,030       -       -        -
  Zero Coupon Fund - 2005,
   4,220 shares, cost $61,163                          -        -  73,337       -        -
  Zero Coupon Fund - 2010,
   4,278 shares, cost $63,295                          -        -       -  77,181        -
  Global Income Fund, 16,365
   shares, cost $208,411                               -        -       -       -  220,267
                                              ----------  -------  ------  ------  -------

     Total assets                              1,306,215  111,030  73,337  77,181  220,267
                                              ----------  -------  ------  ------  -------

Liabilities:

 Accrued mortality and expense risk charges          643       58      40      40      111
 Accrued administrative charges                       77        7       5       5       13
                                              ----------  -------  ------  ------  -------

     Total liabilities                               720       65      45      45      124
                                              ----------  -------  ------  ------  -------

     Net assets                               $1,305,495  110,965  73,292  77,136  220,143
                                              ==========  =======  ======  ======  =======

Contract owners' equity:

 Contracts in accumulation period (note 6)    $1,304,348  110,965  73,292  77,136  220,143
 Contracts in annuity payment
  period (note 2)                                  1,147        -       -       -        -
                                              ----------  -------  ------  ------  -------

     Total contract owners' equity            $1,305,495  110,965  73,292  77,136  220,143
                                              ==========  =======  ======  ======  =======

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                            ALLIANZ LIFE VARIABLE ACCOUNT B
                                                           of
                                    ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                    Statements of Assets and Liabilities (Continued)

                                                   December 31, 1995

                                                     (In thousands)

                                               Investment                Adjustable  Templeton               Templeton
                                                  Grade        Income       U.S.      Pacific    Rising    International
                                              Intermediate   Securities  Government   Growth    Dividends     Equity
                                                Bond Fund       Fund        Fund       Fund       Fund         Fund
                                              -------------  ----------  ----------  ---------  ---------  -------------
<S>                                           <C>            <C>         <C>         <C>        <C>        <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Investment Grade Intermediate Bond
   Fund, 10,675 shares, cost $141,092         $     149,978           -           -          -          -              -
  Income Securities Fund, 71,388
   shares, cost $1,051,796                                -   1,175,760           -          -          -              -
  Adjustable U.S. Government Fund,
   16,228 shares, cost $175,816                           -           -     174,610          -          -              -
  Templeton Pacific Growth Fund,
   22,071 shares, cost $293,424                           -           -           -    307,008          -              -
  Rising Dividends Fund, 33,432
   shares, cost $356,060                                  -           -           -          -    423,255              -
  Templeton International Equity Fund,
   59,699 shares, cost $741,003                           -           -           -          -          -        795,190
                                              -------------  ----------  ----------  ---------  ---------  -------------

     Total assets                                   149,978   1,175,760     174,610    307,008    423,255        795,190
                                              -------------  ----------  ----------  ---------  ---------  -------------

Liabilities:

 Accrued mortality and expense risk charges              86         551          92        147        235            464
 Accrued administrative charges                          10          66          11         18         28             56
                                              -------------  ----------  ----------  ---------  ---------  -------------

     Total liabilities                                   96         617         103        165        263            520
                                              -------------  ----------  ----------  ---------  ---------  -------------

     Net assets                               $     149,882   1,175,143     174,507    306,843    422,992        794,670
                                              =============  ==========  ==========  =========  =========  =============

Contract owners' equity:

 Contracts in accumulation period (note 6)    $     149,882   1,173,447     174,507    306,448    422,318        794,226
 Contracts in annuity payment
  period (note 2)                                         -       1,696           -        395        674            444
                                              -------------  ----------  ----------  ---------  ---------  -------------

     Total contract owners' equity            $     149,882   1,175,143     174,507    306,843    422,992        794,670
                                              =============  ==========  ==========  =========  =========  =============

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                  ALLIANZ LIFE VARIABLE ACCOUNT B
                                                of
                          ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                         Statements of Assets and Liabilities (Continued)

                                         December 31, 1995

                                          (In thousands)

                                               Templeton              Templeton
                                              Developing   Templeton    Global
                                                Markets     Global      Asset     Small     Total
                                                Equity      Growth    Allocation   Cap       All
                                                 Fund        Fund        Fund      Fund     Funds
                                              -----------  ---------  ----------  ------  ---------
<S>                                           <C>          <C>        <C>         <C>     <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Templeton Developing Markets Equity
   Fund, 15,394 shares, cost $153,792         $   150,553          -           -       -
  Templeton Global Growth Fund,
   27,442 shares, cost $295,657                         -    322,442           -       -
  Templeton Global Asset Allocation
   Fund, 1,364 shares, cost $14,024                     -          -      14,347       -
  Small Cap Fund, 1,299 shares,
   cost $13,104                                         -          -           -  13,287
                                              -----------  ---------  ----------  ------           

     Total assets                                 150,553    322,442      14,347  13,287  7,707,756
                                              -----------  ---------  ----------  ------  ---------

Liabilities:

 Accrued mortality and expense risk charges            64        141         101      24      4,058
 Accrued administrative charges                         8         17          12       3        487
                                              -----------  ---------  ----------  ------  ---------

     Total liabilities                                 72        158         113      27      4,545
                                              -----------  ---------  ----------  ------  ---------

     Net assets                               $   150,481    322,284      14,234  13,260  7,703,211
                                              ===========  =========  ==========  ======  =========

Contract owners' equity:

 Contracts in accumulation period (note 6)    $   149,649    320,997      14,167  13,211  7,695,560
 Contracts in annuity payment
  period (note 2)                                     832      1,287          67      49      7,651
                                              -----------  ---------  ----------  ------  ---------

     Total contract owners' equity            $   150,481    322,284      14,234  13,260  7,703,211
                                              ===========  =========  ==========  ======  =========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                       ALLIANZ LIFE VARIABLE ACCOUNT B
                                                      of
                               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                           Statements of Operations

                                     For the year ended December 31, 1995

                                                (In thousands)

                                                        Growth                           Real         U.S.
                                             Money       and     Precious     High      Estate     Government
                                             Market     Income    Metals     Income   Securities   Securities
                                              Fund       Fund      Fund       Fund       Fund         Fund
                                           ----------  --------  ---------  --------  -----------  -----------
<S>                                        <C>         <C>       <C>        <C>       <C>          <C>
Investment income:
  Dividends reinvested in fund shares      $  23,692     7,314      1,546    19,247        5,958       37,956 
                                           ----------  --------  ---------  --------  -----------  -----------

Expenses:
  Mortality and expense risk charges           5,334     7,672      1,334     3,643        2,319        6,765 
  Administrative charges                         640       921        160       437          278          812 
                                           ----------  --------  ---------  --------  -----------  -----------

     Total expenses                            5,974     8,593      1,494     4,080        2,597        7,577 
                                           ----------  --------  ---------  --------  -----------  -----------

     Investment income (loss), net            17,718    (1,279)        52    15,167        3,361       30,379 

Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                   -    15,921      1,145         -            -            - 
                                           ----------  --------  ---------  --------  -----------  -----------
  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                       421,429    39,408     64,829    49,344       34,264       84,760 
   Cost of investments sold                 (421,429)  (34,253)   (63,824)  (46,046)     (32,787)     (82,065)
                                           ----------  --------  ---------  --------  -----------  -----------
     Total realized gains (losses) on
      sales of investments, net                    -     5,155      1,005     3,298        1,477        2,695 
                                           ----------  --------  ---------  --------  -----------  -----------

     Realized gains (losses)
      on investments, net                          -    21,076      2,150     3,298        1,477        2,695 

 Net change in unrealized appreciation
  (depreciation) on investments                    -   147,406     (2,147)   27,669       22,517       54,968 
                                           ----------  --------  ---------  --------  -----------  -----------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net           -   168,482          3    30,967       23,994       57,663 
                                           ----------  --------  ---------  --------  -----------  -----------

Net increase (decrease) in
 net assets from operations                $  17,718   167,203         55    46,134       27,355       88,042 
                                           ==========  ========  =========  ========  ===========  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                  ALLIANZ LIFE VARIABLE ACCOUNT B
                                                 of
                          ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                Statements of Operations (Continued)

                                For the year ended December 31, 1995

                                           (In thousands)

                                                       Zero      Zero     Zero      Zero
                                          Utility     Coupon    Coupon   Coupon    Coupon    Global
                                           Equity     Fund -    Fund -   Fund -    Fund -    Income
                                            Fund       1995      2000     2005      2010      Fund
                                         ----------  --------  --------  -------  --------  --------
<S>                                      <C>         <C>       <C>       <C>      <C>       <C>
Investment income:
  Dividends reinvested in fund shares    $  65,100     2,930     4,248    2,593     1,881     8,424 
                                         ----------  --------  --------  -------  --------  --------

Expenses:
  Mortality and expense risk charges        14,486       478     1,208      751       726     2,797 
  Administrative charges                     1,738        57       145       90        87       336 
                                         ----------  --------  --------  -------  --------  --------

     Total expenses                         16,224       535     1,353      841       813     3,133 
                                         ----------  --------  --------  -------  --------  --------

     Investment income (loss), net          48,876     2,395     2,895    1,752     1,068     5,291 

Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                 -        14         -        -         -         - 
                                         ----------  --------  --------  -------  --------  --------
  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                     134,789    53,632    11,775    8,345    34,323    54,834 
   Cost of investments sold               (133,200)  (53,046)  (10,694)  (7,592)  (31,336)  (55,040)
                                         ----------  --------  --------  -------  --------  --------
     Total realized gains (losses) on
      sales of investments, net              1,589       586     1,081      753     2,987      (206)
                                         ----------  --------  --------  -------  --------  --------

     Realized gains (losses)
      on investments, net                    1,589       600     1,081      753     2,987      (206)

 Net change in unrealized appreciation
  (depreciation) on investments            255,500      (597)   12,514   13,063    15,696    22,286 
                                         ----------  --------  --------  -------  --------  --------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net   257,089         3    13,595   13,816    18,683    22,080 
                                         ----------  --------  --------  -------  --------  --------

Net increase (decrease) in
  net assets from operations             $ 305,965     2,398    16,490   15,568    19,751    27,371 
                                         ==========  ========  ========  =======  ========  ========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                             ALLIANZ LIFE VARIABLE ACCOUNT B
                                                           of
                                     ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                          Statements of Operations (Continued)

                                          For the year ended December 31, 1995

                                                     (In thousands)

                                           Investment                 Adjustable   Templeton                 Templeton
                                             Grade         Income        U.S.       Pacific      Rising    International
                                          Intermediate   Securities   Government     Growth    Dividends       Equity
                                           Bond Fund        Fund         Fund         Fund        Fund          Fund
                                         --------------  -----------  -----------  ----------  ----------  --------------
<S>                                      <C>             <C>          <C>          <C>         <C>         <C>
Investment income:
  Dividends reinvested in fund shares    $       5,974       58,967       12,390       6,144       7,357          12,759 
                                         --------------  -----------  -----------  ----------  ----------  --------------

Expenses:
  Mortality and expense risk charges             1,832       13,095        2,381       4,028       4,379           9,608 
  Administrative charges                           220        1,571          286         483         526           1,153 
                                         --------------  -----------  -----------  ----------  ----------  --------------

     Total expenses                              2,052       14,666        2,667       4,511       4,905          10,761 
                                         --------------  -----------  -----------  ----------  ----------  --------------

     Investment income (loss), net               3,922       44,301        9,723       1,633       2,452           1,998 

Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                     -        4,746            -       2,555           -          15,808 
                                         --------------  -----------  -----------  ----------  ----------  --------------
  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                          16,878       62,553       87,316     142,977      21,235          99,450 
   Cost of investments sold                    (16,254)     (60,199)     (88,643)   (142,382)    (19,912)        (95,103)
                                         --------------  -----------  -----------  ----------  ----------  --------------
     Total realized gains (losses) on
      sales of investments, net                    624        2,354       (1,327)        595       1,323           4,347 
                                         --------------  -----------  -----------  ----------  ----------  --------------

     Realized gains (losses)
      on investments, net                          624        7,100       (1,327)      3,150       1,323          20,155 

 Net change in unrealized appreciation
  (depreciation) on investments                  7,237      145,457        6,258      14,929      81,539          42,587 
                                         --------------  -----------  -----------  ----------  ----------  --------------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net         7,861      152,557        4,931      18,079      82,862          62,742 
                                         --------------  -----------  -----------  ----------  ----------  --------------

Net increase (decrease) in
 net assets from operations              $      11,783      196,858       14,654      19,712      85,314          64,740 
                                         ==============  ===========  ===========  ==========  ==========  ==============

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                   ALLIANZ LIFE VARIABLE ACCOUNT B
                                                  of
                           ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                 Statements of Operations (Continued)

                                 For the year ended December 31, 1995

                                            (In thousands)

                                           Templeton    Templeton     Templeton
                                          Developing      Global    Global Asset   Small      Total
                                            Markets       Growth     Allocation     Cap        All
                                          Equity Fund      Fund         Fund        Fund      Funds
                                         -------------  ----------  -------------  ------  -----------
<S>                                      <C>            <C>         <C>            <C>     <C>
Investment income:
  Dividends reinvested in fund shares    $        465       1,261            240       -      286,446 
                                         -------------  ----------  -------------  ------  -----------

Expenses:
  Mortality and expense risk charges            1,523       2,919            101      22       87,401 
  Administrative charges                          183         350             12       3       10,488 
                                         -------------  ----------  -------------  ------  -----------

     Total expenses                             1,706       3,269            113      25       97,889 
                                         -------------  ----------  -------------  ------  -----------

     Investment income (loss), net             (1,241)     (2,008)           127     (25)     188,557 

Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                  109           -              -       -       40,298 
                                         -------------  ----------  -------------  ------  -----------
  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                         19,245       6,235          4,619       1    1,452,241 
   Cost of investments sold                   (19,631)     (5,932)        (4,548)     (1)  (1,423,917)
                                         -------------  ----------  -------------  ------  -----------
     Total realized gains (losses) on
      sales of investments, net                  (386)        303             71       -       28,324 
                                         -------------  ----------  -------------  ------  -----------

     Realized gains (losses)
      on investments, net                        (277)        303             71       -       68,622 

 Net change in unrealized appreciation
  (depreciation) on investments                 3,149      26,429            323     183      896,966 
                                         -------------  ----------  -------------  ------  -----------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net        2,872      26,732            394     183      965,588 
                                         -------------  ----------  -------------  ------  -----------

Net increase (decrease) in
 net assets from operations              $      1,631      24,724            521     158    1,154,145 
                                         =============  ==========  =============  ======  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                       ALLIANZ LIFE VARIABLE ACCOUNT B
                                                      of
                               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                     Statements of Changes in Net Assets

                                For the years ended December 31, 1995 and 1994

                                                (In thousands)

                                                                       Growth    Growth
                                                  Money      Money      and       and     Precious   Precious
                                                  Market     Market    Income    Income    Metals     Metals
                                                   Fund       Fund      Fund      Fund      Fund       Fund
                                                ----------  --------  --------  --------  ---------  ---------
                                                   1995       1994      1995      1994      1995       1994
                                                ----------  --------  --------  --------  ---------  ---------
<S>                                             <C>         <C>       <C>       <C>       <C>        <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $  17,718     9,560    (1,279)   (2,959)        52       (793)
  Realized gains (losses) on investments, net           -         -    21,076     8,145      2,150      3,017 
  Net change in unrealized appreciation
   (depreciation) on investments                        -         -   147,406   (21,586)    (2,147)    (5,762)
                                                ----------  --------  --------  --------  ---------  ---------

     Net increase (decrease) in net assets
      from operations                              17,718     9,560   167,203   (16,400)        55     (3,538)
                                                ----------  --------  --------  --------  ---------  ---------
 Contract transactions (note 6):
  Purchase payments                               190,018   402,816    98,725   124,695     11,049     38,433 
  Transfers between funds                        (169,358)   34,121   150,088    59,547    (17,212)    19,303 
  Surrenders and terminations                    (120,722)  (73,487)  (73,514)  (32,245)   (11,728)    (5,784)
  Rescissions                                      (5,198)   (9,660)   (1,783)   (1,852)      (326)      (354)
  Other transactions (note 2)                         238       250       240       (54)       (36)        (2)
                                                ----------  --------  --------  --------  ---------  ---------

     Net increase (decrease) in net assets
      resulting from contract transactions       (105,022)  354,040   173,756   150,091    (18,253)    51,596 
                                                ----------  --------  --------  --------  ---------  ---------

Increase (decrease) in net assets                 (87,304)  363,600   340,959   133,691    (18,198)    48,058 
                                                ----------  --------  --------  --------  ---------  ---------

Net assets at beginning of year                   487,239   123,639   471,773   338,082    115,828     67,770 
                                                ----------  --------  --------  --------  ---------  ---------

Net assets at end of year                       $ 399,935   487,239   812,732   471,773     97,630    115,828 
                                                ==========  ========  ========  ========  =========  =========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                            ALLIANZ LIFE VARIABLE ACCOUNT B
                                                          of
                                    ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                    Statements of Changes in Net Assets (Continued)

                                    For the years ended December 31, 1995 and 1994

                                                    (In thousands)

                                                                        Real         Real         U.S.         U.S.
                                                  High       High      Estate       Estate     Government   Government
                                                 Income     Income   Securities   Securities   Securities   Securities
                                                  Fund       Fund       Fund         Fund         Fund         Fund
                                                ---------  --------  -----------  -----------  -----------  -----------
                                                  1995       1994       1995         1994         1995         1994
                                                ---------  --------  -----------  -----------  -----------  -----------
<S>                                             <C>        <C>       <C>          <C>          <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $ 15,167     6,592        3,361         (357)      30,379       20,347 
  Realized gains (losses) on investments, net      3,298     2,133        1,477           79        2,695        1,513 
  Net change in unrealized appreciation
   (depreciation) on investments                  27,669   (15,346)      22,517         (466)      54,968      (57,407)
                                                ---------  --------  -----------  -----------  -----------  -----------

     Net increase (decrease) in net assets
      from operations                             46,134    (6,621)      27,355         (744)      88,042      (35,547)
                                                ---------  --------  -----------  -----------  -----------  -----------
 Contract transactions (note 6):
  Purchase payments                               47,086    73,592       19,829       69,260       47,766      105,968 
  Transfers between funds                         46,491     5,342      (12,435)      35,863       (5,307)     (93,935)
  Surrenders and terminations                    (43,591)  (20,894)     (17,397)      (8,032)     (74,423)     (62,167)
  Rescissions                                     (1,643)   (1,104)        (277)        (635)      (1,813)      (3,388)
  Other transactions (note 2)                         77        84           99           (9)         132           64 
                                                ---------  --------  -----------  -----------  -----------  -----------

     Net increase (decrease) in net assets
      resulting from contract transactions        48,420    57,020      (10,181)      96,447      (33,645)     (53,458)
                                                ---------  --------  -----------  -----------  -----------  -----------

Increase (decrease) in net assets                 94,554    50,399       17,174       95,703       54,397      (89,005)
                                                ---------  --------  -----------  -----------  -----------  -----------

Net assets at beginning of year                  229,026   178,627      181,599       85,896      504,837      593,842 
                                                ---------  --------  -----------  -----------  -----------  -----------

Net assets at end of year                       $323,580   229,026      198,773      181,599      559,234      504,837 
                                                =========  ========  ===========  ===========  ===========  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                       ALLIANZ LIFE VARIABLE ACCOUNT B
                                                     of
                               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                               Statements of Changes in Net Assets (Continued)

                               For the years ended December 31, 1995 and 1994

                                               (In thousands)

                                                                           Zero     Zero      Zero     Zero
                                                  Utility     Utility     Coupon   Coupon    Coupon   Coupon
                                                  Equity       Equity     Fund -   Fund -    Fund -   Fund -
                                                   Fund         Fund       1995     1995      2000     2000
                                                -----------  ----------  --------  -------  --------  -------
                                                   1995         1994       1995     1994      1995     1994
                                                -----------  ----------  --------  -------  --------  -------
<S>                                             <C>          <C>         <C>       <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $   48,876      31,566     2,395    2,048     2,895    2,226 
  Realized gains (losses) on investments, net        1,589      (4,505)      600      613     1,081      795 
  Net change in unrealized appreciation
   (depreciation) on investments                   255,500    (209,171)     (597)  (2,957)   12,514   (8,436)
                                                -----------  ----------  --------  -------  --------  -------

     Net increase (decrease) in net assets
      from operations                              305,965    (182,110)    2,398     (296)   16,490   (5,415)
                                                -----------  ----------  --------  -------  --------  -------
 Contract transactions (note 6):
  Purchase payments                                 73,558     196,908     1,557    4,941    16,203   22,614 
  Transfers between funds                           10,721    (313,095)  (36,522)   3,202    13,339    1,608 
  Surrenders and terminations                     (141,926)    (97,394)  (13,413)  (6,634)  (10,927)  (5,586)
  Rescissions                                       (1,891)     (4,132)      (49)     (35)     (263)    (371)
  Other transactions (note 2)                          537        (179)       88       (8)      (17)     (11)
                                                -----------  ----------  --------  -------  --------  -------

     Net increase (decrease) in net assets
      resulting from contract transactions         (59,001)   (217,892)  (48,339)   1,466    18,335   18,254 
                                                -----------  ----------  --------  -------  --------  -------

Increase (decrease) in net assets                  246,964    (400,002)  (45,941)   1,170    34,825   12,839 
                                                -----------  ----------  --------  -------  --------  -------

Net assets at beginning of year                  1,058,531   1,458,533    45,941   44,771    76,140   63,301 
                                                -----------  ----------  --------  -------  --------  -------

Net assets at end of year                       $1,305,495   1,058,531         -   45,941   110,965   76,140 
                                                ===========  ==========  ========  =======  ========  =======

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                    ALLIANZ LIFE VARIABLE ACCOUNT B
                                                  of
                            ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                            Statements of Changes in Net Assets (Continued)

                            For the years ended December 31, 1995 and 1994

                                            (In thousands)

                                                  Zero     Zero     Zero     Zero
                                                 Coupon   Coupon   Coupon   Coupon    Global    Global
                                                 Fund -   Fund -   Fund -   Fund -    Income    Income
                                                  2005     2005     2010     2010      Fund      Fund
                                                --------  -------  -------  -------  --------  --------
                                                  1995     1994     1995     1994      1995      1994
                                                --------  -------  -------  -------  --------  --------
<S>                                             <C>       <C>      <C>      <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $ 1,752    1,027    1,068      736     5,291     3,045 
  Realized gains (losses) on investments, net       753      626    2,987      135      (206)    1,653 
  Net change in unrealized appreciation
   (depreciation) on investments                 13,063   (5,757)  15,696   (3,733)   22,286   (20,889)
                                                --------  -------  -------  -------  --------  --------

     Net increase (decrease) in net assets
      from operations                            15,568   (4,104)  19,751   (2,862)   27,371   (16,191)
                                                --------  -------  -------  -------  --------  --------
 Contract transactions (note 6):
  Purchase payments                              13,119   15,613   12,239    8,813    13,098    78,997 
  Transfers between funds                         4,711     (294)   9,807   13,300   (21,421)   (5,062)
  Surrenders and terminations                    (4,654)  (2,526)  (5,624)  (3,226)  (29,898)  (16,449)
  Rescissions                                      (185)    (306)    (469)    (265)     (400)   (1,310)
  Other transactions (note 2)                       (23)     (96)     177        6        25       137 
                                                --------  -------  -------  -------  --------  --------

     Net increase (decrease) in net assets
      resulting from contract transactions       12,968   12,391   16,130   18,628   (38,596)   56,313 
                                                --------  -------  -------  -------  --------  --------

Increase (decrease) in net assets                28,536    8,287   35,881   15,766   (11,225)   40,122 
                                                --------  -------  -------  -------  --------  --------

Net assets at beginning of year                  44,756   36,469   41,255   25,489   231,368   191,246 
                                                --------  -------  -------  -------  --------  --------

Net assets at end of year                       $73,292   44,756   77,136   41,255   220,143   231,368 
                                                ========  =======  =======  =======  ========  ========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                                 ALLIANZ LIFE VARIABLE ACCOUNT B
                                                               of
                                         ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                         Statements of Changes in Net Assets (Continued)

                                         For the years ended December 31, 1995 and 1994

                                                         (In thousands)

                                                  Investment     Investment                              Adjustable   Adjustable
                                                    Grade           Grade        Income       Income        U.S.         U.S.
                                                 Intermediate   Intermediate   Securities   Securities   Government   Government
                                                  Bond Fund       Bond Fund       Fund         Fund         Fund         Fund
                                                --------------  -------------  -----------  -----------  -----------  -----------
                                                     1995           1994          1995         1994         1995         1994
                                                --------------  -------------  -----------  -----------  -----------  -----------
<S>                                             <C>             <C>            <C>          <C>          <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $       3,922          1,833       44,301       14,009        9,723        8,204 
  Realized gains (losses) on investments, net             624            677        7,100        4,517       (1,327)      (2,310)
  Net change in unrealized appreciation
   (depreciation) on investments                        7,237         (3,562)     145,457      (86,577)       6,258      (10,031)
                                                --------------  -------------  -----------  -----------  -----------  -----------

     Net increase (decrease) in net assets
      from operations                                  11,783         (1,052)     196,858      (68,051)      14,654       (4,137)
                                                --------------  -------------  -----------  -----------  -----------  -----------
 Contract transactions (note 6):
  Purchase payments                                    15,136         39,681      145,910      334,009       43,555      119,427 
  Transfers between funds                                 364           (430)      33,034       44,929      (75,287)    (144,039)
  Surrenders and terminations                         (16,323)        (8,811)    (125,202)     (68,497)     (27,666)     (30,329)
  Rescissions                                            (379)          (527)      (3,470)      (6,184)      (1,087)      (2,051)
  Other transactions (note 2)                             (24)            (2)         670           81          296          110 
                                                --------------  -------------  -----------  -----------  -----------  -----------

     Net increase (decrease) in net assets
      resulting from contract transactions             (1,226)        29,911       50,942      304,338      (60,189)     (56,882)
                                                --------------  -------------  -----------  -----------  -----------  -----------

Increase (decrease) in net assets                      10,557         28,859      247,800      236,287      (45,535)     (61,019)
                                                --------------  -------------  -----------  -----------  -----------  -----------

Net assets at beginning of year                       139,325        110,466      927,343      691,056      220,042      281,061 
                                                --------------  -------------  -----------  -----------  -----------  -----------

Net assets at end of year                       $     149,882        139,325    1,175,143      927,343      174,507      220,042 
                                                ==============  =============  ===========  ===========  ===========  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                                ALLIANZ LIFE VARIABLE ACCOUNT B
                                                              of
                                        ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                        Statements of Changes in Net Assets (Continued)

                                        For the years ended December 31, 1995 and 1994

                                                        (In thousands)

                                                 Templeton   Templeton                             Templeton       Templeton
                                                  Pacific     Pacific      Rising      Rising    International   International
                                                  Growth       Growth    Dividends   Dividends       Equity          Equity
                                                   Fund         Fund        Fund        Fund          Fund            Fund
                                                -----------  ----------  ----------  ----------  --------------  --------------
                                                   1995         1994        1995        1994          1995            1994
                                                -----------  ----------  ----------  ----------  --------------  --------------
<S>                                             <C>          <C>         <C>         <C>         <C>             <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $    1,633      (3,669)      2,452         746           1,998          (6,764)
  Realized gains (losses) on investments, net        3,150       2,541       1,323      (1,037)         20,155           6,161 
  Net change in unrealized appreciation
   (depreciation) on investments                    14,929     (32,730)     81,539     (14,714)         42,587         (22,558)
                                                -----------  ----------  ----------  ----------  --------------  --------------

     Net increase (decrease) in net assets
      from operations                               19,712     (33,858)     85,314     (15,005)         64,740         (23,161)
                                                -----------  ----------  ----------  ----------  --------------  --------------
 Contract transactions (note 6):
  Purchase payments                                 27,022     145,620      42,756      62,677          99,403         301,166 
  Transfers between funds                          (52,319)     54,656      50,303     (19,751)        (30,418)        196,400 
  Surrenders and terminations                      (35,125)    (18,242)    (35,907)    (17,224)        (72,338)        (29,507)
  Rescissions                                       (1,057)     (2,213)       (750)       (821)         (2,115)         (3,386)
  Other transactions (note 2)                          (45)         16         131         122              59              87 
                                                -----------  ----------  ----------  ----------  --------------  --------------

     Net increase (decrease) in net assets
      resulting from contract transactions         (61,524)    179,837      56,533      25,003          (5,409)        464,760 
                                                -----------  ----------  ----------  ----------  --------------  --------------

Increase (decrease) in net assets                  (41,812)    145,979     141,847       9,998          59,331         441,599 
                                                -----------  ----------  ----------  ----------  --------------  --------------

Net assets at beginning of year                    348,655     202,676     281,145     271,147         735,339         293,740 
                                                -----------  ----------  ----------  ----------  --------------  --------------

Net assets at end of year                       $  306,843     348,655     422,992     281,145         794,670         735,339 
                                                ===========  ==========  ==========  ==========  ==============  ==============

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                             ALLIANZ LIFE VARIABLE ACCOUNT B
                                                            of
                                     ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                     Statements of Changes in Net Assets (Continued)

                                      For the years ended December 31, 1995 and 1994

                                                      (In thousands)

                                                 Templeton     Templeton                            Templeton   Templeton
                                                 Developing   Developing   Templeton   Templeton     Global       Global
                                                  Markets       Markets      Global      Global       Asset       Asset
                                                   Equity       Equity       Growth      Growth    Allocation   Allocation
                                                    Fund         Fund         Fund        Fund        Fund         Fund
                                                ------------  -----------  ----------  ----------  -----------  ----------
                                                    1995         1994         1995        1994        1995         1994
                                                ------------  -----------  ----------  ----------  -----------  ----------
<S>                                             <C>           <C>          <C>         <C>         <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $    (1,241)        (542)     (2,008)       (812)         127            -
  Realized gains (losses) on investments, net          (277)         (77)        303          15           71            -
  Net change in unrealized appreciation
   (depreciation) on investments                      3,149       (6,388)     26,429         356          323            -
                                                ------------  -----------  ----------  ----------  -----------  ----------

     Net increase (decrease) in net assets
      from operations                                 1,631       (7,007)     24,724        (441)         521            -
                                                ------------  -----------  ----------  ----------  -----------  ----------
 Contract transactions (note 6):
  Purchase payments                                  42,027       57,484     119,490      89,328        5,580            -
  Transfers between funds                            22,865       43,967      46,237      64,368        9,316            -
  Surrenders and terminations                        (7,387)      (1,472)    (15,658)     (2,702)      (1,163)           -
  Rescissions                                        (1,069)        (501)     (1,966)     (1,166)         (27)           -
  Other transactions (note 2)                           (55)          (2)         64           6            7            -
                                                ------------  -----------  ----------  ----------  -----------  ----------

     Net increase (decrease) in net assets
      resulting from contract transactions           56,381       99,476     148,167     149,834       13,713            -
                                                ------------  -----------  ----------  ----------  -----------  ----------

Increase (decrease) in net assets                    58,012       92,469     172,891     149,393       14,234            -
                                                ------------  -----------  ----------  ----------  -----------  ----------

Net assets at beginning of year                      92,469            -     149,393           -            -            -
                                                ------------  -----------  ----------  ----------  -----------  ----------

Net assets at end of year                       $   150,481       92,469     322,284     149,393       14,234            -
                                                ============  ===========  ==========  ==========  ===========  ==========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                            ALLIANZ LIFE VARIABLE ACCOUNT B
                                          of
                    ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                    Statements of Changes in Net Assets (Continued)

                    For the years ended December 31, 1995 and 1994

                                    (In thousands)

                                                 Small    Small    Total       Total
                                                  Cap      Cap      All         All
                                                  Fund    Fund     Funds       Funds
                                                --------  -----  ----------  ----------
                                                  1995    1994      1995        1994
                                                --------  -----  ----------  ----------
<S>                                             <C>       <C>    <C>         <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $   (25)      -    188,557      86,043 
  Realized gains (losses) on investments, net         -       -     68,622      24,691 
  Net change in unrealized appreciation
   (depreciation) on investments                    183       -    896,966    (527,714)
                                                --------  -----  ----------  ----------

     Net increase (decrease) in net assets
      from operations                               158       -  1,154,145    (416,980)
                                                --------  -----  ----------  ----------
 Contract transactions (note 6):
  Purchase payments                               2,140       -  1,087,266   2,292,042 
  Transfers between funds                        11,013       -    (11,990)          - 
  Surrenders and terminations                       (36)      -   (884,622)   (511,208)
  Rescissions                                       (19)      -    (26,236)    (40,261)
  Other transactions (note 2)                         4       -      2,644         600 
                                                --------  -----  ----------  ----------

     Net increase (decrease) in net assets
      resulting from contract transactions       13,102       -    167,062   1,741,173 
                                                --------  -----  ----------  ----------

Increase (decrease) in net assets                13,260       -  1,321,207   1,324,193 
                                                --------  -----  ----------  ----------

Net assets at beginning of year                       -       -  6,382,004   5,057,811 
                                                --------  -----  ----------  ----------

Net assets at end of year                       $13,260       -  7,703,211   6,382,004 
                                                ========  =====  ==========  ==========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

                       ALLIANZ LIFE VARIABLE ACCOUNT B

                                      of

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                        Notes to Financial Statements

                              December 31, 1995

1.  ORGANIZATION

Allianz  Life Variable Account B (Variable Account) is a segregated investment
account  of Allianz Life Insurance Company of North America (Allianz Life) and
is registered with the Securities and Exchange Commission as a unit investment
trust  pursuant  to  the  provisions of the Investment Company Act of 1940 (as
amended).   The Variable Account was established on May 31, 1985 and commenced
operations  January 24, 1989.  Accordingly, it is an accounting entity wherein
all segregated account transactions are reflected.

The  Variable  Account's  assets are the property of Allianz Life and are held
for  the  benefit  of  the owners and other persons entitled to payments under
variable annuity contracts issued through the Variable Account and
underwritten  by  Allianz  Life.  The assets of the Variable Account, equal to
the reserves and other liabilities of the Variable Account, are not chargeable
with  liabilities  that  arise  from any other business which Allianz Life may
conduct.

The Variable Account's sub-accounts may invest, at net asset values, in one or
more  of  the funds of the Franklin Valuemark Funds (FVF), managed by Franklin
Advisers,  Inc., in accordance with the selection made by the contract owner. 
Not all funds are available as investment options for the products which
comprise the Variable Account.

Certain officers and trustees of the FVF are also officers and/or directors of
Franklin Advisers, Inc. and/or Allianz Life.

2.  SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The  preparation of financial statements in conformity with generally accepted
accounting  principles  requires  management to make estimates and assumptions
that  affect  the reported amounts of assets and liabilities and disclosure of
contingent  assets and liabilities at the date of the financial statements and
the  reported  amounts  of revenues and expenses during the reporting period. 
Actual results could differ from those estimates.

INVESTMENTS

Investments of the Variable Account are valued daily at market value using net
asset values provided by Franklin Advisers, Inc.

Realized  investment  gains  include realized gain distributions received from
the respective funds and gains on the sale of fund shares as determined by the
average cost method.  Realized gain distributions are reinvested in the
respective funds.  Dividend distributions received from the FVF are reinvested
in  additional  shares  of  the FVF and are recorded as income to the Variable
Account on the ex-dividend date.


A  Fixed  Account  investment option is available to deferred annuity contract
owners.  This account is comprised of equity and fixed income investments
which  are part of the general assets of Allianz Life.  The liabilities of the
Fixed  Account are part of the general obligations of Allianz Life and are not
included  in  the  Variable Account.  The guaranteed minimum rate of return on
the Fixed Account is 3%.

The  Templeton Developing Markets Equity Fund and Templeton Global Growth Fund
were  added  as  available investment options on March 15, 1994. The Templeton
Global  Asset  Allocation Fund, Fixed Account and Small Cap Fund were added as
available  investment  options on May 1, 1995, October 1, 1995 and November 1,
1995,  respectively.    The  Zero Coupon - 1995 Fund matured and was closed on
December 15, 1995.

In  April  1995,  the Equity Growth Fund name was changed to Growth and Income
Fund.

CONTRACTS IN ANNUITY PAYMENT PERIOD

Annuity reserves are computed for currently payable contracts according to the
1983  Individual  Annuity  Mortality Table, using an assumed investment return
(AIR) equal to the AIR of the specific contracts, either 3% or 5%.  Charges to
annuity reserves for mortality and risk expense are reimbursed to Allianz Life
if  the  reserves  required are less than originally estimated.  If additional
reserves are required, Allianz Life reimburses the account.

EXPENSES

ASSET BASED EXPENSES

A mortality and expense risk charge is deducted from the Variable Account on a
daily basis equal, on an annual basis, to 1.25% of the daily net assets of the
Variable Account.

An administrative charge is deducted from the Variable Account on a daily
basis equal, on an annual basis, to 0.15% of the daily net assets of the
Variable Account.

CONTRACT BASED EXPENSES

A contract maintenance charge is paid by the contract owner annually from each
deferred annuity contract by liquidating contract units at the end of the
contract  year and at the time of full surrender.  The amount of the charge is
$30 each year.  Contract maintenance charges paid by the contract owners
during the years ended December 31, 1995 and 1994 were $4,294,361 and
$3,070,519, respectively.  These contract charges are reflected in the
Statements of Changes in Net Assets as other transactions.


A  contingent deferred sales charge is deducted from the contract value at the
time of a surrender.  This charge applies only to a surrender of purchase
payments received within five years of the date of surrender.  For this
purpose,  purchase payments are allocated on a first-in, first-out basis.  The
amount of the contingent deferred sales charge is calculated by:  (a)
allocating  purchase  payments  to the amount surrendered; and (b) multiplying
each  allocated purchase payment that has been held under the contract for the
period shown below by the charge shown below:
<TABLE>

<CAPTION>

<S>                  <C>      <C>                  <C>
VALUEMARK II                  VALUEMARK III
- -------------------           -------------------         
Years Since Payment  Charge   Years Since Payment  Charge
- -------------------  -------  -------------------  -------

0-1                       5%                  0-1       6%
1-2                       5%                  1-2       5%
2-3                       4%                  2-3       4%
3-4                       3%                  3-4       3%
4-5                     1.5%                  4-5     1.5%
5+                        0%                   5+       0%

</TABLE>


and (c) adding the products of each multiplication in (b) above.

A  deferred annuity contract owner may, not more frequently than once annually
on  a cumulative basis, make a surrender each contract year of fifteen percent
(15%)  of purchase payments paid, less any prior surrenders, without incurring
a  contingent  deferred sales charge.  For a partial surrender, the contingent
deferred  sales  charge will be deducted from the remaining contract value, if
sufficient;  otherwise it will be deducted from the amount surrendered.  Total
contingent  deferred  sales  charges paid by the contract owners for the years
ended December 31, 1995 and 1994 were $12,373,225 and $8,600,401,
respectively.

Currently, twelve transfers are permitted each contract year.  Thereafter, the
fee is $25 per transfer, or 2% of the amount transferred, if less.  Currently,
transfers  associated with the dollar cost averaging program are not counted. 
Total transfer charges paid by the contract owners for the years ended
December  31, 1995 and 1994 were $119,180 and $88,989, respectively.  Transfer
charges are reflected in the financial statements as other transactions. 
Transfers to the Fixed Account were $11,989,631 during the year ended December
31, 1995.

Premium  taxes  or other taxes payable to a state or other governmental entity
will  be  charged  against the contract values.  Allianz Life may, in its sole
discretion,  pay taxes when due and deduct that amount from the contract value
at  a later date.  Payment at an earlier date does not waive any right Allianz
Life may have to deduct such amounts at a later date.

On  certain  contracts, a systematic withdrawal plan is available which allows
an owner to withdraw up to 9% of purchase payments less prior surrenders
annually,  paid  monthly or quarterly, without incurring a contingent deferred
sales  charge.  The exercise of the systematic withdrawal plan in any contract
year replaces the 15% penalty free privilege for that year.

A  rescission  is defined as a contract that is returned to the Company by the
Contract  Owner  and canceled within the free-look period, generally within 10
days.


3.  CAPITALIZATION

On  January  5,  1994,  $100 and $500,100 was provided by Allianz Life for the
establishment  of  the  Templeton Developing Markets Equity Fund and Templeton
Global  Growth  Fund, respectively.  All investments were withdrawn by Allianz
Life on August 29, 1994 at the then-current market value of $535,212.

On April 18, 1995, $500,000 was provided by Allianz Life for the establishment
of the Templeton Global Asset Allocation Fund.  All investments were withdrawn
by Allianz Life on December 21, 1995 at the then-current market value of
$525,500.

On September 18, 1995, $250,000 was provided by Allianz Life for the
establishment  of  the Small Cap Fund.  On December 31, 1995, the market value
of this investment was $255,750.

4.  INVESTMENT TRANSACTIONS

The  sub-account  purchases of fund shares, including reinvestment of dividend
distributions,  were  as  follows  during the year ended December 31, 1995 (in
thousands):

<TABLE>

<CAPTION>

<S>                                       <C>
Money Market Fund                         $334,323
Growth and Income Fund                     228,178
Precious Metals Fund                        47,816
High Income Fund                           113,096
Real Estate Securities Fund                 27,566
U.S. Government Securities Fund             81,756
Utility Equity Fund                        125,296
Zero Coupon Fund - 1995                      7,693
Zero Coupon Fund - 2000                     33,059
Zero Coupon Fund - 2005                     23,101
Zero Coupon Fund - 2010                     51,558
Global Income Fund                          21,630
Investment Grade Intermediate Bond Fund     19,654
Income Securities Fund                     163,073
Adjustable U.S. Government Fund             36,931
Templeton Pacific Growth Fund               85,778
Rising Dividends Fund                       80,456
Templeton International Equity Fund        112,294
Templeton Developing Markets Equity Fund    74,549
Templeton Global Growth Fund               152,536
Templeton Global Asset Allocation Fund      18,572
Small Cap Fund                              13,104

</TABLE>


5.  FEDERAL INCOME TAXES

Operations of the Variable Account form a part of, and are taxed with,
operations  of  Allianz Life, which is taxed as a life insurance company under
the Internal Revenue Code.

Allianz Life does not expect to incur any federal income taxes in the
operation  of  the Variable Account.  If in the future Allianz Life determines
that the Variable Account may incur federal income taxes, it may then assess a
charge against the Variable Account for such taxes.

<PAGE>

6.   CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (IN THOUSANDS EXCEPT
PER UNIT DATA)

Transactions  in units for each fund for the years ended December 31, 1995 and
1994 were as follows:

<TABLE>

<CAPTION>

                                                                   Growth                           Real         U.S.
                                                         Money      and     Precious     High      Estate     Government
                                                        Market     Income    Metals     Income   Securities   Securities
                                                         Fund       Fund      Fund       Fund       Fund         Fund
                                                       ---------  --------  ---------  --------  -----------  -----------
<S>                                                    <C>        <C>       <C>        <C>       <C>          <C>
Accumulation units outstanding at December 31, 1993      10,247    24,719      4,685    11,787        5,589       40,402 
Contract transactions:
 Purchase payments                                       33,071     9,135      2,732     4,967        4,417        7,429 
 Transfers between funds                                  2,902     4,379      1,303       422        2,206       (6,649)
 Surrenders and terminations                             (6,011)   (2,397)      (409)   (1,428)        (525)      (4,458)
 Rescissions                                               (792)     (137)       (26)      (75)         (41)        (239)
 Other transactions                                          20        (4)         -         6           (1)           5 
                                                       ---------  --------  ---------  --------  -----------  -----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions         29,190    10,976      3,600     3,892        6,056       (3,912)
                                                       ---------  --------  ---------  --------  -----------  -----------

Accumulation units outstanding at December 31, 1994      39,437    35,695      8,285    15,679       11,645       36,490 
                                                       =========  ========  =========  ========  ===========  ===========

Accumulation unit value per unit at December 31, 1994  $ 12.354    13.215     13.979    14.608       15.594       13.835 
                                                       =========  ========  =========  ========  ===========  ===========

Contract transactions:
 Purchase payments                                       15,069     6,403        796     2,877        1,233        3,115 
 Transfers between funds                                (13,495)    9,757     (1,290)    2,959         (792)        (266)
 Surrenders and terminations                             (9,580)   (4,859)      (846)   (2,661)      (1,077)      (4,916)
 Rescissions                                               (410)     (118)       (24)     (102)         (17)        (118)
 Other transactions                                          19        15         (2)        4            6            8 
                                                       ---------  --------  ---------  --------  -----------  -----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions         (8,397)   11,198     (1,366)    3,077         (647)      (2,177)
                                                       ---------  --------  ---------  --------  -----------  -----------

Accumulation units outstanding at December 31, 1995      31,040    46,893      6,919    18,756       10,998       34,313 
                                                       =========  ========  =========  ========  ===========  ===========

Accumulation unit value per unit at December 31, 1995  $ 12.883    17.310     14.109    17.252       18.073       16.298 
                                                       =========  ========  =========  ========  ===========  ===========

Accumulation net assets at December 31, 1995           $399,901   811,706     97,630   323,580      198,773      559,234 
                                                       =========  ========  =========  ========  ===========  ===========

</TABLE>

<PAGE>

6.   CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (IN THOUSANDS EXCEPT
PER UNIT DATA) (CONTINUED)

<TABLE>

<CAPTION>

                                                                     Zero      Zero     Zero     Zero
                                                         Utility    Coupon    Coupon   Coupon   Coupon    Global
                                                         Equity     Fund -    Fund -   Fund -   Fund -    Income
                                                          Fund       1995      2000     2005     2010      Fund
                                                       -----------  -------  --------  -------  -------  --------
<S>                                                    <C>          <C>      <C>       <C>      <C>      <C>
Accumulation units outstanding at December 31, 1993        84,217    3,092     3,787    2,020    1,405    13,054 
Contract transactions:
 Purchase payments                                         12,472      344     1,434      942      541     5,526 
 Transfers between funds                                  (19,941)     224       114       (4)     864      (465)
 Surrenders and terminations                               (6,391)    (462)     (357)    (154)    (204)   (1,178)
 Rescissions                                                 (264)      (2)      (24)     (18)     (17)      (92)
 Other transactions                                           (11)      (1)       (1)      (6)       -        10 
                                                       -----------  -------  --------  -------  -------  --------
     Net increase (decrease) in accumulation
      units resulting from contract transactions          (14,135)     103     1,166      760    1,184     3,801 
                                                       -----------  -------  --------  -------  -------  --------

Accumulation units outstanding at December 31, 1994        70,082    3,195     4,953    2,780    2,589    16,855 
                                                       ===========  =======  ========  =======  =======  ========

Accumulation unit value per unit at December 31, 1994  $   15.104   14.380    15.373   16.096   15.930    13.726 
                                                       ===========  =======  ========  =======  =======  ========

Contract transactions:
 Purchase payments                                          4,303      106       966      715      652       904 
 Transfers between funds                                      736   (2,398)      800      269      511    (1,494)
 Surrenders and terminations                               (8,372)    (905)     (636)    (249)    (297)   (2,058)
 Rescissions                                                 (113)      (3)      (16)     (10)     (27)      (28)
 Other transactions                                            33        5        (1)      (1)       9         2 
                                                       -----------  -------  --------  -------  -------  --------
     Net increase (decrease) in accumulation
      units resulting from contract transactions           (3,413)  (3,195)    1,113      724      848    (2,674)
                                                       -----------  -------  --------  -------  -------  --------

Accumulation units outstanding at December 31, 1995        66,669        -     6,066    3,504    3,437    14,181 
                                                       ===========  =======  ========  =======  =======  ========

Accumulation unit value per unit at December 31, 1995  $   19.565        -    18.294   20.914   22.431    15.522 
                                                       ===========  =======  ========  =======  =======  ========

Accumulation net assets at December 31, 1995           $1,304,348        -   110,965   73,292   77,136   220,143 
                                                       ===========  =======  ========  =======  =======  ========

</TABLE>

<PAGE>

6.   CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (IN THOUSANDS EXCEPT
PER UNIT DATA) (CONTINUED)

<TABLE>

<CAPTION>

                                                         Investment                 Adjustable   Templeton
                                                           Grade         Income        U.S.       Pacific      Rising
                                                        Intermediate   Securities   Government     Growth    Dividends
                                                         Bond Fund        Fund         Fund         Fund        Fund
                                                       --------------  -----------  -----------  ----------  ----------
<S>                                                    <C>             <C>          <C>          <C>         <C>
Accumulation units outstanding at December 31, 1993            7,677       38,967       24,975      14,240      26,256 
Contract transactions:
 Purchase payments                                             2,779       19,487       10,678      10,676       6,295 
 Transfers between funds                                         (28)       2,539      (12,898)      3,849      (1,955)
 Surrenders and terminations                                    (619)      (4,065)      (2,716)     (1,371)     (1,748)
 Rescissions                                                     (37)        (364)        (184)       (164)        (83)
 Other transactions                                                -            5           10           1          13 
                                                       --------------  -----------  -----------  ----------  ----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions               2,095       17,602       (5,110)     12,991       2,522 
                                                       --------------  -----------  -----------  ----------  ----------

Accumulation units outstanding at December 31, 1994            9,772       56,569       19,865      27,231      28,778 
                                                       ==============  ===========  ===========  ==========  ==========

Accumulation unit value per unit at December 31, 1994  $      14.257       16.392       11.077      12.802       9.769 
                                                       ==============  ===========  ===========  ==========  ==========

Contract transactions:
 Purchase payments                                             1,016        7,979        3,753       2,065       3,782 
 Transfers between funds                                          30        1,879       (6,551)     (4,013)      4,493 
 Surrenders and terminations                                  (1,099)      (6,965)      (2,397)     (2,714)     (3,208)
 Rescissions                                                     (25)        (192)         (95)        (82)        (68)
 Other transactions                                               (2)          39           25          (4)         12 
                                                       --------------  -----------  -----------  ----------  ----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions                 (80)       2,740       (5,265)     (4,748)      5,011 
                                                       --------------  -----------  -----------  ----------  ----------

Accumulation units outstanding at December 31, 1995            9,692       59,309       14,600      22,483      33,789 
                                                       ==============  ===========  ===========  ==========  ==========

Accumulation unit value per unit at December 31, 1995  $      15.463       19.785       11.951      13.630      12.498 
                                                       ==============  ===========  ===========  ==========  ==========

Accumulation net assets at December 31, 1995           $     149,882    1,173,447      174,507     306,448     422,318 
                                                       ==============  ===========  ===========  ==========  ==========

</TABLE>

<PAGE>

6.   CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (IN THOUSANDS EXCEPT
PER UNIT DATA) (CONTINUED)

<TABLE>

<CAPTION>

                                                                    Templeton                Templeton
                                                     Templeton     Developing   Templeton     Global
                                                   International     Markets      Global       Asset      Small     Total
                                                      Equity         Equity       Growth    Allocation     Cap       All
                                                       Fund           Fund         Fund        Fund       Fund      Funds
                                                  ---------------  -----------  ----------  -----------  -------  ----------
<S>                                               <C>              <C>          <C>         <C>          <C>      <C>
Accumulation units outstanding
 at December 31, 1993                                     24,026            -           -            -        -     341,145 
Contract transactions:
 Purchase payments                                        23,800        5,673       8,715            -        -     171,113 
 Transfers between funds                                  15,240        4,296       6,300            -        -       2,698 
 Surrenders and terminations                              (2,341)        (146)       (265)           -        -     (37,245)
 Rescissions                                                (268)         (49)       (114)           -        -      (2,990)
 Other transactions                                            7            -           1            -        -          54 
                                                  ---------------  -----------  ----------  -----------  -------  ----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions          36,438        9,774      14,637            -        -     133,630 
                                                  ---------------  -----------  ----------  -----------  -------  ----------

Accumulation units outstanding
 at December 31, 1994                                     60,464        9,774      14,637            -        -     474,775 
                                                  ===============  ===========  ==========  ===========  =======  ==========

Accumulation unit value per
 unit at December 31, 1994                        $       12.161        9.454      10.201            -        - 
                                                  ===============  ===========  ==========  ===========  =======            

Contract transactions:
 Purchase payments                                         7,774        4,364      10,991          538      212      79,613 
 Transfers between funds                                  (2,530)       2,372       4,306          916    1,096      (2,705)
 Surrenders and terminations                              (5,662)        (773)     (1,448)        (114)      (4)    (60,840)
 Rescissions                                                (168)        (112)       (183)          (3)      (2)     (1,916)
 Other transactions                                            5           (7)          6            1        -         172 
                                                  ---------------  -----------  ----------  -----------  -------  ----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions            (581)       5,844      13,672        1,338    1,302      14,324 
                                                  ---------------  -----------  ----------  -----------  -------  ----------

Accumulation units outstanding
 at December 31, 1995                                     59,883       15,618      28,309        1,338    1,302     489,099 
                                                  ===============  ===========  ==========  ===========  =======  ==========

Accumulation unit value per
 unit at December 31, 1995                        $       13.263        9.582      11.339       10.591   10.146 
                                                  ===============  ===========  ==========  ===========  =======            

Accumulation net assets at December 31, 1995      $      794,226      149,649     320,997       14,167   13,211   7,695,560 
                                                  ===============  ===========  ==========  ===========  =======  ==========

</TABLE>

<PAGE>





               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                               AND SUBSIDIARIES

                      Consolidated Financial Statements


                          December 31, 1995 and 1994
<PAGE>

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







                         INDEPENDENT AUDITORS' REPORT




The Board of Directors
Allianz Life Insurance Company of North America:


We  have  audited the accompanying consolidated balance sheets of Allianz Life
Insurance  Company  of  North America (a wholly owned subsidiary of Allianz of
America, Inc.) and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, stockholder's equity and cash flows
for  each of the years in the three-year period ended December 31, 1995. These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement  presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present  fairly, in all material respects, the consolidated financial position
of Allianz Life Insurance Company of North America and subsidiaries as of
December 31, 1995 and 1994, and the results of their operations and changes in
stockholder's  equity  and  cash flows for each of the years in the three-year
period ended December 31, 1995, in conformity with generally accepted
accounting principles.

In  1994, as discussed in note 1 to the consolidated financial statements, the
Company  adopted  the provisions of the Financial Accounting Standards Board's
Statement  of  Financial Accounting Standards  No. 115, Accounting for Certain
Investments  in Debt and Equity Securities.  In 1993, as discussed in notes 1,
8  and  10  to  the consolidated financial statements, the Company adopted the
provisions of the Financial Accounting Standards Board's Statements of
Financial Accounting Standards No. 106, Accounting for Postretirement Benefits
Other Than Pensions and No. 109, Accounting for Income Taxes.


                                             KPMG Peat Marwick LLP



February 6, 1996
<PAGE>

<TABLE>

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

                            Consolidated Balance Sheets

                            December 31, 1995 and 1994
                         (in thousands except share data)

Assets                                                         1995         1994
- ----------------------------------------------------------  -----------  ----------
<S>                                                         <C>          <C>
Investments:
    Fixed maturities, at amortized cost                     $         0      90,615
    Fixed maturities, at market                               2,549,598   1,906,208
    Equity securities, at market                                254,458     131,712
    Mortgage loans on real estate                               203,128     163,099
    Real estate, at cost                                          8,806       4,685
    Investment in real estate partnerships, at equity            11,975      12,551
    Certificates of deposit and short-term securities            31,501     155,307
    Policy loans                                                104,184     101,899
    Other long-term investments                                     650       1,117
                                                            -----------  ----------
             Total investments                                3,164,300   2,567,193

Cash                                                             10,936      63,883
Accrued investment income                                        36,858      34,786
Receivables (net of allowance for uncollectible
    accounts of $7,697 in 1995 and $9,607 in 1994)              124,700     111,400
Reinsurance receivable:
    Funds held on deposit                                     1,060,566     927,353
    Recoverable on future policy benefit reserves                43,248      35,387
    Recoverable on unpaid claims                                109,075     105,603
    Receivable on paid claims                                    22,172      26,736
Prepaid insurance premiums                                        4,078       4,317
Home office property and equipment (net of accumulated
    depreciation of $21,256 in 1995 and $28,547 in 1994)          8,790      11,612
Deferred acquisition costs                                      826,994     798,442
Federal income tax recoverable                                    3,947       3,794
Other assets                                                     11,048       9,818
                                                            -----------  ----------
             Assets, exclusive of separate account assets     5,426,712   4,700,324

Separate account assets                                       8,402,003   6,965,755
                                                            -----------  ----------

             Total assets                                   $13,828,715  11,666,079
                                                            ===========  ==========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>

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

                             Consolidated Balance Sheets, continued

                                   December 31, 1995 and 1994
                                (in thousands except share data)

Liabilities and Stockholder's Equity                                       1995         1994
- ---------------------------------------------------------------------  ------------  -----------
<S>                                                                    <C>           <C>
Liabilities:
    Future policy benefit reserves:
        Life                                                           $ 1,088,964    1,022,537 
        Annuity                                                          2,601,943    2,304,560 
    Policy and contract claims                                             371,898      355,411 
    Unearned premiums                                                       34,181       40,376 
    Reinsurance payable                                                     72,838       81,507 
    Deferred income taxes                                                  140,174        5,807 
    Accrued expenses                                                        41,266       29,006 
    Commissions due and accrued                                             22,979       24,190 
    Other policyholder funds                                                82,138       73,509 
    Other liabilities                                                       19,137       76,314 
                                                                       ------------  -----------
             Liabilities, exclusive of separate account liabilities      4,475,518    4,013,217 

    Separate account liabilities                                         8,402,003    6,965,755 
                                                                       ------------  -----------

             Total liabilities                                          12,877,521   10,978,972 
                                                                       ------------  -----------

Minority interest in subsidiary                                                  0        7,662 
                                                                       ------------  -----------

Stockholder's equity:
    Common stock, $1 par value, 20,000,000 shares
        authorized, issued and outstanding                                  20,000       20,000 
    Preferred stock, $1 par value, cumulative, 200 million
        shares authorized, 25 million shares issued and outstanding
        in 1995 and 40 million shares issued and outstanding in 1994        25,000       40,000 
    Additional paid-in capital                                             407,088      406,494 
    Net unrealized holding gain (loss) on securities
        available-for-sale, net of deferred federal income taxes           139,204      (62,073)
    Net unrealized Canadian currency loss                                   (3,455)      (3,787)
    Retained earnings                                                      363,357      278,811 
                                                                       ------------  -----------
             Total stockholder's equity                                    951,194      679,445 
                                                                       ------------  -----------

Commitments and contingencies (notes 7 and 12)

             Total liabilities and stockholder's equity                $13,828,715   11,666,079 
                                                                       ============  ===========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>

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

                              Consolidated Statements of Income

                        Years Ended December 31, 1995, 1994 and 1993
                                       (in thousands)

                                                               1995        1994       1993
                                                            -----------  ---------  ---------
<S>                                                         <C>          <C>        <C>
Revenue:
    Life insurance premiums                                 $  257,647    234,295    217,717 
    Other life policy considerations                            93,158     92,254     88,003 
    Annuity considerations                                     147,112    120,240     69,583 
    Accident and health premiums                               527,059    547,508    508,785 
                                                            -----------  ---------  ---------
             Total premiums and considerations               1,024,976    994,297    884,088 
    Premiums ceded                                             223,226    244,208    202,904 
                                                            -----------  ---------  ---------
             Net premiums and considerations                   801,750    750,089    681,184 

    Investment income, net                                     201,158    181,291    174,831 
    Realized investment gains, net                              29,202        829     28,318 
    Other                                                       10,140     12,703      9,347 
                                                            -----------  ---------  ---------
             Total revenue                                   1,042,250    944,912    893,680 
                                                            -----------  ---------  ---------
Benefits and expenses:
    Life insurance benefits                                    268,163    254,326    233,694 
    Annuity benefits                                           145,636    131,793    113,500 
    Accident and health insurance benefits                     374,743    379,122    341,676 
                                                            -----------  ---------  ---------
             Total benefits                                    788,542    765,241    688,870 
    Benefit recoveries                                         210,702    212,144    155,043 
                                                            -----------  ---------  ---------
             Net benefits                                      577,840    553,097    533,827 

    Commissions and other agent compensation                   233,939    313,715    398,161 
    General and administrative expenses                        115,419    111,116    109,333 
    Taxes, licenses and fees                                    17,672     22,514     25,239 
    Increase in deferred acquisition costs, net                (28,552)  (132,090)  (253,234)
    Minority interest in income of consolidated subsidiary         (30)       (66)         0 
                                                            -----------  ---------  ---------
             Total benefits and expenses                       916,288    868,286    813,326 
                                                            -----------  ---------  ---------

             Income from operations before income taxes        125,962     76,626     80,354 
                                                            -----------  ---------  ---------
Income tax expense (benefit):
    Current                                                     12,993      5,098     30,215 
    Deferred                                                    25,772     16,053     (6,496)
                                                            -----------  ---------  ---------
             Total income tax expense                           38,765     21,151     23,719 
                                                            -----------  ---------  ---------
Income before cumulative effect of
                 changes in accounting                          87,197     55,475     56,635 
Cumulative effect of changes in accounting                           0          0     26,875 
                                                            -----------  ---------  ---------
             Net income                                     $   87,197     55,475     83,510 
                                                            ===========  =========  =========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>

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

                      Consolidated Statements of Stockholder's Equity

                        Years Ended December 31, 1995, 1994 and 1993
                                       (in thousands)

                                                                1995       1994       1993
                                                              ---------  ---------  --------
<S>                                                           <C>        <C>        <C>
Common stock:
    Balance at beginning and end of year                      $ 20,000     20,000    20,000 
                                                              ---------  ---------  --------

Preferred Stock:
    Balance at beginning of year                                40,000          0         0 
    Issuance of stock during the year                                0     40,000         0 
    Redemption of stock during the year                        (15,000)         0         0 
                                                              ---------  ---------  --------
    Balance at end of year                                      25,000     40,000         0 
                                                              ---------  ---------  --------

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

Net unrealized gain (loss) on investments:
    Balance at beginning of year                               (62,073)     9,071    12,071 
    Cumulative effect of implementation of Statement
        No. 115, net of deferred federal income taxes                0     74,866         0 
    Net unrealized gain on securities transferred
        from held-to-maturity to available-for-sale
        classification, net of deferred federal income taxes     1,789          0         0 
    Net unrealized gain (loss) during the year,
        net of deferred federal income taxes                   199,488   (146,010)   (3,000)
                                                              ---------  ---------  --------
    Balance at end of year                                     139,204    (62,073)    9,071 
                                                              ---------  ---------  --------

Net unrealized Canadian currency gain (loss):
    Balance at beginning of year                                (3,787)    (2,708)   (1,835)
    Net unrealized gain (loss) during the year,
        net of deferred federal income taxes                       332     (1,079)     (873)
                                                              ---------  ---------  --------
    Balance at end of year                                      (3,455)    (3,787)   (2,708)
                                                              ---------  ---------  --------

Retained earnings:
    Balance at beginning of year                               278,811    223,749   140,239 
    Net income                                                  87,197     55,475    83,510 
    Cash dividend to stockholder                                (2,651)      (413)        0 
                                                              ---------  ---------  --------
    Balance at end of year                                     363,357    278,811   223,749 
                                                              ---------  ---------  --------

              Total stockholder's equity                      $951,194    679,445   651,416 
                                                              =========  =========  ========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>

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

                       Consolidated Statements of Cash Flows

                    Years Ended December 31, 1995, 1994 and 1993
                                   (in thousands)

                                                       1995       1994       1993
                                                    ----------  ---------  ---------
 <S>                                                <C>         <C>        <C>
Cash flows used in operating activities:
    Net income                                      $  87,197     55,475     83,510 
                                                    ----------  ---------  ---------

    Adjustments to reconcile net income to net
     cash used in operating activities:
     Realized gains on investments                    (29,202)      (829)   (28,318)
     Deferred federal income tax (benefit) expense     25,772     16,053     (6,496)
     Cumulative effect of changes in accounting             0          0    (26,875)
     Charges to policy account balances              (120,254)  (125,488)  (105,912)
     Interest credited to policy account balances     169,151    150,490    147,983 
     Change in:
        Accrued investment income                      (2,072)      (764)    (2,725)
        Receivables                                   (13,300)    12,040    (20,206)
        Reinsurance receivables                      (190,953)   (93,453)  (107,809)
        Deferred acquisition costs                    (28,552)  (132,090)  (253,234)
        Future policy benefit reserves                 66,932     20,791     (9,557)
        Policy and contract claims                     25,116     25,072     40,211 
        Unearned premiums                              (6,195)    (1,194)    (2,111)
        Reinsurance payable                            (8,669)    19,779     31,653 
        Current tax recoverable                          (153)    (6,255)     1,085 
        Deferred tax liability                              0          0     15,936 
        Accrued expenses and other liabilities        (43,867)    54,626     14,657 
        Commissions due and accrued                    (1,211)     3,316      1,461 
     Depreciation and amortization                    (23,391)   (11,498)    (7,681)
     Other, net                                           916        (86)     2,303 
                                                    ----------  ---------  ---------
             Total adjustments                       (179,932)   (69,490)  (315,635)
                                                    ----------  ---------  ---------

             Net cash used in operating activities    (92,735)   (14,015)  (232,125)
                                                    ----------  ---------  ---------
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>

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

                        Consolidated Statements of Cash Flows, continued

                          Years Ended December 31, 1995, 1994 and 1993
                                         (in thousands)

                                                                 1995        1994        1993
                                                             ------------  ---------  -----------
<S>                                                          <C>           <C>        <C>
Cash flows used in investing activities:
    Purchase of fixed maturities, at amortized cost          $         0          0   (1,191,749)
    Purchase of fixed maturities, at market                   (1,533,290)  (928,532)           0 
    Purchase of equity securities                               (166,701)  (145,267)    (205,345)
    Purchase of other long-term investments                            0       (467)        (650)
    Funding of mortgage loans                                    (66,301)   (64,808)     (20,097)
    Sale of fixed maturities, at amortized cost                        0          0      666,893 
    Sale of fixed maturities, at market                        1,242,988    791,659            0 
    Matured or redeemed fixed maturities, at amortized cost        7,022      4,342      314,223 
    Matured fixed maturities, at market                           38,991     32,508            0 
    Sale of equity securities                                     97,619    150,347      217,524 
    Repayment of mortgage loans                                   25,563     28,206       15,989 
    Sale of minority interest in subsidiary                            0          0        8,189 
    Purchase of minority interest's shares in subsidiary          (7,903)         0            0 
    Net change in certificates of deposit and
        short-term securities                                    123,806    (96,344)      33,330 
    Other                                                         (2,851)    (6,232)         782 
                                                             ------------  ---------  -----------

             Net cash used in investing activities              (241,057)  (234,588)    (160,911)
                                                             ------------  ---------  -----------


Cash flows used in financing activities:
    Policyholders' deposits to account balances              $   553,699    526,918      639,633 
    Policyholders' withdrawals from account balances            (291,102)  (235,309)    (164,911)
    Change in assets held under reinsurance agreements            36,354    (59,349)     (75,658)
    Net change in mortgage notes payable                          (1,049)       (39)         (36)
    Additional paid-in capital from parent                           594      5,190            0 
    Preferred stock transactions                                 (15,000)    40,000            0 
    Cash dividends paid                                           (2,651)      (413)           0 
                                                             ------------  ---------  -----------

            Net cash used in financing activities                280,845    276,998      399,028 
                                                             ------------  ---------  -----------

            Net change in cash                                   (52,947)    28,395        5,992 

Cash at beginning of year                                         63,883     35,488       29,496 
                                                             ------------  ---------  -----------

Cash at end of year                                          $    10,936     63,883       35,488 
                                                             ============  =========  ===========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                               AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1995, 1994 and 1993
                                (in thousands)

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Allianz Life Insurance Company of North America (the Company) is a wholly
owned subsidiary of Allianz of America, Inc. (AZOA), a majority-owned
subsidiary of Allianz A.G. Holding, a Federal Republic of Germany company.

The  Company  is a life insurance company which is licensed to sell both group
and  individual  life,  annuity and accident and health policies in the United
States, Canada and several U.S. territories.  Based on 1995 gross premium
volume, 13%, 71% and 16% of the Company's business is life, annuity and
accident and health, respectively.  The Company's primary distribution
channels  are  through  strategic alliances with other insurance companies and
third party marketing organizations.  The Company has a significant
relationship as of December 31, 1995 with a mutual fund company and its
broker/dealer network related to sales of its variable life and variable
annuity products and another significant administration, marketing and
reinsurance relationship with an unrelated insurance company.

Following is a summary of the significant accounting policies reflected in the
accompanying consolidated financial statements.

BASIS OF PRESENTATION

The  consolidated  financial  statements have been prepared in accordance with
generally accepted accounting principles (GAAP) which vary in certain respects
from  accounting  rules  prescribed or permitted by state insurance regulatory
authorities.  The accounts of the Company's major subsidiaries, Preferred Life
Insurance  Company of New York and Canadian American Financial Corporation and
other  less  significant subsidiaries have been consolidated.  All significant
intercompany balances and transactions have been eliminated in consolidation. 
Certain amounts as previously reported have been reclassified to be consistent
with the current year's presentation.

The preparation of financial statements in conformity with GAAP requires
management to make certain estimates and assumptions that affect reported
assets  and liabilities including reporting or disclosure of contingent assets
and liabilities as of the balance sheet date and the reported amounts of
revenues  and expenses during the reporting period.  Actual results could vary
significantly from management's estimates.

RECOGNITION OF TRADITIONAL LIFE, GROUP LIFE AND GROUP ACCIDENT AND HEALTH
REVENUE

Traditional life products include products with guaranteed premiums and
benefits  and  consist  principally of whole life and term insurance policies,
limited payment contracts and certain annuity products with life
contingencies.

Premiums  on traditional life and group life products are recognized as income
when due. Group accident and health premiums are recognized as earned on a pro
rata basis over the risk coverage periods. Benefits and expenses for
traditional and group products are matched with earned premiums so that
profits  are recognized over the premium paying periods of the contracts. This
matching is accomplished by establishing provisions for future policy benefits
and  policy  and  contract claims, and deferring and amortizing related policy
acquisition costs.

<PAGE>

RECOGNITION OF NONTRADITIONAL AND VARIABLE LIFE AND ANNUITY REVENUE

Nontraditional  and  variable  life insurance and interest sensitive contracts
that have significant mortality or morbidity risk are accounted for in
accordance with the retrospective deposit method.  Interest sensitive
contracts that do not have significant mortality or morbidity risk are
accounted for in a manner consistent with interest bearing financial
instruments.    For  both types of contracts, premium receipts are reported as
deposits  to  the  contractholder's  account while revenues consist of amounts
assessed against contractholders including surrender charges and earned
administrative service fees.  Mortality or morbidity charges are also
accounted  for as revenue on those contracts containing mortality or morbidity
risk.  Benefits  consist of interest credited to contractholder's accounts and
claims or benefits incurred in excess of the contractholder's balance.

DEFERRED ACQUISITION COSTS

Acquisition  costs,  consisting of commissions and other costs which vary with
and  are  primarily  related  to production of new business, are deferred. For
traditional  life  and  group life products, such costs are amortized over the
revenue-producing period of the related policies using the same actuarial
assumptions used in computing future policy benefit reserves. Acquisition
costs  for  accident  and health insurance policies are deferred and amortized
over  the lives of the policies in the same manner as premiums are earned. For
interest  sensitive  products,  acquisition costs are amortized in relation to
the present value of expected future gross profits from investment margins and
mortality, morbidity and expense charges. Deferred acquisition costs amortized
during 1995, 1994 and 1993 were $117,782, $108,676 and $72,431, respectively.

FUTURE POLICY BENEFIT RESERVES

Future  policy  benefit  reserves on traditional life products are computed by
the  net  level  premium  method based upon estimated future investment yield,
mortality and withdrawal assumptions, commensurate with the Company's
experience,  modified  as  necessary  to reflect anticipated trends, including
possible  unfavorable  deviations.  Most life reserve interest assumptions are
graded from 9% to 5.5%.

Future  policy  benefit reserves for interest sensitive products are generally
carried at accumulated contract values. Reserves on some deferred annuity
contracts are computed based on contractholder cash value accumulations,
adjusted for mortality, withdrawal and interest margin assumptions.

Fair values of investment contracts, which include deferred annuities and
other annuities without significant mortality risk, were determined by testing
amounts  payable  on demand against discounted cash flows using interest rates
commensurate  with  the  risks  involved.  Fair values are based on the amount
payable on demand at December 31, 1995 and 1994.

POLICY AND CONTRACT CLAIMS

Policy and contract claims represent an estimate of claims and claim
adjustment  expenses  on  accident and health and life insurance policies that
have  been  reported  but not yet paid and incurred but not yet reported as of
December 31.

REINSURANCE

Insurance liabilities are reported before the effects of reinsurance.  Amounts
paid  or  deemed to have been paid for claims covered by reinsurance contracts
are recorded as reinsurance receivable. Reinsurance receivables are recognized
in a manner consistent with the liabilities related to the underlying
reinsured contracts.

<PAGE>

INVESTMENTS

On January 1, 1994, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and
Equity Securities which addresses the accounting and reporting for investments
in  equity  securities  that have readily determinable fair values and for all
investments  in  debt  securities.  Those investments are classified in one of
three  categories.    Debt securities that the Company has the positive intent
and ability to hold to maturity are classified as "held-to-maturity
securities" and reported at amortized cost.  Debt and equity securities bought
and held principally for the purpose of selling them in the near term are
classified as "trading securities" and reported at fair value, with unrealized
gains and losses included in earnings.  Debt and equity securities not
classified as either "held-to-maturity securities" or "trading securities" are
classified as "available-for-sale securities" and reported at fair value, with
unrealized  gains and losses reported as a separate component of stockholders'
equity, net of deferred taxes.  SFAS No. 115 did not permit retroactive
application  of  its  provisions.   The Company classified the majority of its
investment  portfolio as "available-for-sale securities" with a limited number
of securities classified as "held-to-maturity" at January 1, 1994.

At  December  31,  1995, the Company transferred all of its securities with an
amortized cost of $83,357 classified as "held-to-maturity' to the
"available-for-sale"  classifications  as provided in the Financial Accounting
Standards  Board (FASB) Special Report on the implementation of SFAS No. 115. 
The effect of this transfer was an increase in stockholder's equity of $1,789.
All of the Company's investment portfolio is classified as
"available-for-sale" at December 31, 1995.

Short-term investments are carried at amortized cost which approximates
market.  Policy loans are reflected at their unpaid principal balances.
Mortgage loans are reflected at unpaid principal balances adjusted for premium
and discount amortization and an allowance for uncollectible balances.  During
1995, the Company adopted SFAS No. 114, Accounting by Creditors for Impairment
of a Loan and SFAS No. 118, Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosures.  SFAS No. 114 addresses accounting by
creditors  for  impairment  of certain loans.  It requires that impaired loans
within  the  scope  of the Statement be measured based on the present value of
expected  future  cash  flows discounted at the loan's effective interest rate
or,  alternatively, at the loan's observable market price of the fair value of
supporting  collateral.   The Company analyzes loan impairment at least once a
year when assessing the adequacy of the allowance for possible credit losses. 
SFAS  No.  118 permits existing income recognition practices to continue.  The
Company  does  not accrue interest on impaired loans and accounts for interest
income on a cash basis.  The adoption of these Statements did not have a
material impact on the Company's net income or financial position.

Investments in real estate are reflected at the lower of cost or market value.
Real  estate  occupied  by  the Company is reflected at cost, less accumulated
depreciation.  Investments in real estate, exclusive of land, are being
depreciated  on a straight-line basis over estimated useful lives ranging from
3 to 30 years.

Realized  gains  and  losses are computed based on the specific identification
method.

As of December 31, 1995 and 1994, investments with a carrying value of $37,879
and $44,337, respectively, were held on deposit with various insurance
departments as required by statutory regulations.

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

may cause estimates of fair values to differ from the amounts presented
herein.

INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying  amounts  of existing assets and liabilities and their respective tax
bases.    Deferred  tax  assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary  differences are expected to be recovered or settled.  The effect on
deferred  tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

SEPARATE ACCOUNTS

Separate  accounts  represent funds for which investment income and investment
gains  and  losses  accrue directly to the policyholders and contractholders. 
Each  account has specific investment objectives and the assets are carried at
market  value.   The assets of each account are legally segregated and are not
subject to claims which arise out of any other business of the Company.

Fair values of separate accounts assets were determined using the market value
of  the investments held in segregated fund accounts.  Fair values of separate
accounts  liabilities  were  determined using the cash surrender values of the
policyholder's and contractholder's account.

RECEIVABLES

Receivable balances approximate estimated fair values. This is based on
pertinent  information  available  to  management as of year end including the
financial condition and credit worthiness of the parties underlying the
receivables.  Changes  in  market  conditions subsequent to year end may cause
estimates of fair values to differ from the amounts presented herein.

ACCOUNTING CHANGES

The impact of implementation of SFAS No. 115 in 1994 was an increase in equity
of $74,866 at January 1, 1994.

<TABLE>

<CAPTION>
The table below presents the cumulative effect of changes, net of tax, in
accounting principles implemented in 1993 on after tax net income:

<S>                                                                       <C>       
SFAS No. 106, Accounting for Postretirement Benefits Other Than Pensions  $(4,006)
SFAS No. 109, Accounting for Income Taxes                                  30,881 
                                                                          --------

Total cumulative effect on after tax net income                           
     of changes in accounting principles                                  $26,875 
                                                                          ========
</TABLE>

ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED

In  March 1995, the FASB issued SFAS No. 121, Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of, which requires
impairment  losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to  be  generated  by those assets are less than the assets' carrying amount. 
SFAS    No.  121  also addresses the accounting for long-lived assets that are
expected  to be disposed of by a company.  The Company will adopt SFAS No. 121
in  the  first  quarter  of 1996 and, based on current circumstances, does not
believe the effect of adoption will be material.
<PAGE>



(2)  BUSINESS COMBINATION

On May 31, 1993, the Company acquired the majority of the assets and
liabilities  of Fidelity Union Life Insurance Company (FULICO), a wholly owned
subsidiary  of  AZOA,  through  an assumption reinsurance arrangement.  FULICO
remained  in  existence  retaining only its corporate charter and those assets
necessary  to  maintain its charter and licenses to conduct life insurance and
annuity business until it was sold in 1994.

The  Company accounted for this transaction as an "as-if pooling of interests"
involving the combination of entities under the common control of AZOA. 
Accordingly, all financial data for periods prior to May 31, 1993 were
restated to include the operations of FULICO and all intercompany transactions
were eliminated.

<TABLE>

<CAPTION>
Total  revenues  and net income, before adoption of any changes in accounting,
of the separate companies for the five-months ended May 31, 1993 were:

                                 Allianz Life   FULICO  Combined
                                 -------------  ------  --------
<S>                              <C>            <C>     <C>
Five-months ended May 31, 1993:
     Total revenue               $     309,159  78,814   387,973
      Net income                        19,224  12,944    32,168
</TABLE>


(3)  INVESTMENTS

<TABLE>

<CAPTION>
Investments at December 31, 1995 consist of:

                                                                               Amount
                                                       Amortized   Estimated  shown on
                                                          cost       fair      balance
                                                        or cost      value      sheet
                                                       ----------  ---------  ---------
<S>                                                    <C>         <C>        <C>
Fixed maturities - Available-for-sale:
    U.S. government                                    $  793,311    867,793    867,793
    States and political subdivisions                         469        481        481
    Foreign government                                    254,457    265,797    265,797
    Public utilities                                       32,100     36,728     36,728
    Corporate securities                                  709,906    747,609    747,609
    Mortgage backed securities                            516,538    548,182    548,182
    Collateralized mortgage obligations                    80,949     83,008     83,008
                                                       ----------  ---------  ---------

       Total fixed maturities                          $2,387,730  2,549,598  2,549,598
                                                       ----------  ---------  ---------
Equity securities - Available-for-sale:
    Common stocks:
       Public utilities                                     9,305     10,377     10,377
       Banks, trusts and insurance companies                6,305      7,108      7,108
       Industrial and miscellaneous                       171,163    221,002    221,002
    Nonredeemable preferred stocks                         14,835     15,971     15,971
                                                       ----------  ---------  ---------

       Total equity securities                         $  201,608    254,458    254,458
                                                       ----------  ---------  ---------
<PAGE>


Other investments:
    Mortgage loans on real estate                         203,128  XXXXXXXXX    203,128
    Real estate:
       Investment properties                                8,806  XXXXXXXXX      8,806
       Partnerships                                        11,975  XXXXXXXXX     11,975
    Certificates of deposit and short term securities      31,501  XXXXXXXXX     31,501
    Policy loans                                          104,184  XXXXXXXXX    104,184
    Other long term investments                               650  XXXXXXXXX        650
                                                       ----------  ---------  ---------

       Total other investments                         $  360,244  XXXXXXXXX    360,244
                                                       ----------  ---------  ---------

       Total investments                               $2,949,582  XXXXXXXXX  3,164,300
                                                       ==========  =========  =========
</TABLE>

<TABLE>

<CAPTION>
At December 31, 1995 and 1994, the amortized cost, gross unrealized gains, gross
unrealized losses and estimated fair values of marketable securities are as follows:

                                         Amortized     Gross       Gross     Estimated
                                            cost     unrealized  unrealized    fair
                                          or cost      gains       losses      value
                                         ----------  ----------  ----------  ---------
<S>                                      <C>         <C>         <C>         <C>
1995:
Available-for-sale:
    U.S. government                      $  793,311      74,482           0    867,793
    States and political subdivisions           469          12           0        481
    Foreign government                      254,457      11,613         273    265,797
    Public utilities                         32,100       4,628           0     36,728
    Corporate securities                    709,906      41,746       4,043    747,609
    Mortgage backed securities              516,538      31,644           0    548,182
    Collateralized mortgage obligations      80,949       2,751         692     83,008
                                         ----------  ----------  ----------  ---------
      Total fixed maturities              2,387,730     166,876       5,008  2,549,598
    Equity securities                       201,608      61,753       8,903    254,458
                                         ----------  ----------  ----------  ---------
      Total                              $2,589,338     228,629      13,911  2,804,056
                                         ==========  ==========  ==========  =========
1994:
Held-to maturity:
    Corporate securities                 $   90,615         110       5,166     85,559
                                         ----------  ----------  ----------  ---------
      Total held-to-maturity                 90,615         110       5,166     85,559
                                         ----------  ----------  ----------  ---------
Available-for-sale:
    U.S. government                         495,048          49      31,403    463,694
    States and political subdivisions           519           3          24        498
    Foreign government                       44,818         562       1,886     43,494
    Public utilities                         79,170       1,154         322     80,002
    Corporate securities                  1,099,623       7,034      63,790  1,042,867
    Mortgage backed securities              228,894           0       7,815    221,079
    Collateralized mortgage obligations      57,739           0       3,165     54,574
                                         ----------  ----------  ----------  ---------
      Total fixed maturities              2,005,811       8,802     108,405  1,906,208
    Equity securities                       127,048      18,556      13,892    131,712
                                         ----------  ----------  ----------  ---------
      Total available-for-sale            2,132,859      27,358     122,297  2,037,920
                                         ----------  ----------  ----------  ---------
      Total                              $2,223,474      27,468     127,463  2,123,479
                                         ==========  ==========  ==========  =========
</TABLE>
<PAGE>


The changes in unrealized gains (losses) on fixed maturities
available-for-sale  securities were $261,471 and $(214,245) and the changes in
unrealized  losses on held-to-maturity securities were $0 and $(8,783) for the
years ended December 31, 1995 and 1994, respectively.  The change in
unrealized gains from fixed maturities was $33,645 for the year ended December
31, 1993.

The  changes in unrealized gains (losses) in equity investments, which include
common  stocks  and nonredeemable preferred stocks, and other investments were
$48,186, $(9,587) and $(2,468) for the years ended December 31, 1995, 1994 and
1993, respectively.

<TABLE>

<CAPTION>
The  amortized  cost  and estimated fair value of fixed maturities at December
31,  1995,  by contractual maturity, are shown below. Expected maturities will
differ  from  contractual  maturities  because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

                                            Amortized   Estimated
                                               cost     fair value
                                            ----------  ----------
<S>                                         <C>         <C>
Available-for-sale:
    Due in one year or less                 $    3,494       3,552
    Due after one year through five years      282,290     295,698
    Due after five years through ten years   1,252,516   1,337,963
    Due after ten years                        251,943     281,195
    Mortgage backed securities                 597,487     631,190
                                            ----------  ----------

    Totals                                  $2,387,730   2,549,598
                                            ==========  ==========
</TABLE>

Gross gains of $41,962 and $26,848 and gross losses of $14,607 and $26,805
were realized on sales of available-for-sale securities in 1995 and 1994,
respectively; related taxes were $9,574 and $715 in 1995 and 1994,
respectively.  Proceeds from redemptions of held-to-maturity securities
during 1995 and 1994 were $7,022 and $4,342, respectively, with no gain
or loss realized on the transactions.  Proceeds from sales of fixed
maturity securities in 1993 were $666,893.  Gross gains of $25,229 and
gross losses of $2,102 were realized on sales of fixed maturities in 1993;
related taxes were $8,094.

<TABLE>

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

                                       1995     1994     1993
                                     --------  -------  -------
 <S>                                 <C>       <C>      <C>
Fixed maturities, at amortized cost  $     0        0   23,127 
Fixed maturities, at market           21,877   (2,712)       0 
Equity securities                      5,478    2,745    5,876 
Mortgage loans                          (687)  (1,667)    (189)
Real estate                            2,530    2,067     (513)
Other                                      4      396       17 
                                     --------  -------  -------
         Net gains before taxes       29,202      829   28,318 

<PAGE>

Tax expense on net realized gains     10,218      352   10,329 
                                     --------  -------  -------

         Net gains after taxes       $18,984      477   17,989 
                                     ========  =======  =======
</TABLE>

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

During 1995 and 1994, the Company entered into mortgage backed security
reverse repurchase transactions ("dollar rolls") with certain securities
dealers.  Under this program, the Company sells certain securities for
delivery in the current month and simultaneously contracts with the same
dealer  to  repurchase  similar,  but not identical, securities on a specified
future date.  The Company gives up the right to receive principal and interest
on the securities sold. As of December 31, 1995 there were no outstanding
amounts  under  the  Company's  dollar roll program.  As of December 31, 1994,
mortgage  backed securities underlying the agreements were carried at a market
value  of  $58,174  and  other liabilities included $58,150 for funds received
under these agreements.  Average balances outstanding were $67,735 and $66,110
and  weighted  average interest rates were 7.4% and 6.5% during 1995 and 1994,
respectively.

During  1995 and 1994 the Company participated in a securities lending program
that  is  administered  by Allianz Investment Corporation (AIC), an affiliated
company.  Under this program, the Company loans U.S. Treasury Notes to
qualified third parties.  The Company obtains collateral for the loan equal to
102  percent  of the estimated market value and accrued interest on the loaned
securities  and  receives a portion of the interest earned on the collateral. 
In  addition,  the  Company  maintains full ownership rights to the securities
loaned, including investment income and has the ability to sell the securities
while they are on loan with the consent of the borrower.  There were no
securities on loan at December 31, 1995.  As of December 31, 1994, the
estimated  market  value of the loaned securities was $110,063, collateralized
by investments in FNMA securities.

<TABLE>

<CAPTION>
Impaired mortgage loans are defined as those where it is probable that amounts
due according to contractual terms, including principal and interest, will not
be collected.  Impaired mortgage loans are measured by the Company at the fair
value  of  collateral.  Interest income on impaired mortgage loans is recorded
on a cash basis.  Below is a summary of impaired mortgage loans as of December
31, 1995.

                              Impaired          Impaired        Total
                           mortgage loans    mortgage loans    impaired
                           with a related   without a related  mortgage
                              allowance         allowance       loans
                           ---------------  -----------------  --------
<S>                        <C>              <C>                <C>
Balance                    $         9,210              8,541    17,751

Related allowance                    3,580                  -     3,580
                           ---------------  -----------------  --------

Balance, net of allowance  $         5,630              8,541    14,171
                           ===============  =================  ========
</TABLE>
<PAGE>


<TABLE>

<CAPTION>
Below is a summary of interest income on impaired mortgage loans.

                                                                      1995
                                                                     -------
<S>                                                                  <C>
Average impaired mortgage loans                                      $19,671

Total interest income on impaired mortgage loans                       1,100

Interest income on impaired mortgage loans recorded on a cash basis    1,100
</TABLE>

<TABLE>

<CAPTION>
The  valuation allowances at December 31, 1995, 1994 and 1993 and the changes in the
allowance for the years then ended are summarized as follows:

                                                     Writedowns
                             Beginning   Charged to  Charged to                End
                              of year    Operations  Allowance   Recoveries  of year
                             ----------  ----------  ----------  ----------  -------
<S>                          <C>         <C>         <C>         <C>         <C>
December 31, 1995:
  Mortgage loans             $   11,552         914           0       1,979   10,487
  Investment in real estate       1,550           0           0       1,550        0
                             ----------  ----------  ----------  ----------  -------
 Total valuation allowance   $   13,102         914           0       3,529   10,487
                             ==========  ==========  ==========  ==========  =======

December 31, 1994:
  Mortgage loans             $   11,552       1,598           0       1,598   11,552
  Investment in real estate       1,550           0           0           0    1,550
                             ----------  ----------  ----------  ----------  -------
Total valuation allowance    $   13,102       1,598           0       1,598   13,102
                             ==========  ==========  ==========  ==========  =======

December 31, 1993:
  Mortgage loans             $   13,602           0           0       2,050   11,552
  Investment in real estate       1,854         973           0       1,277    1,550
                             ----------  ----------  ----------  ----------  -------
Total valuation allowance    $   15,456         973           0       3,327   13,102
                             ==========  ==========  ==========  ==========  =======
</TABLE>

<TABLE>

<CAPTION>
Major categories of net investment income for the respective years ended
December 31 are:

                                           1995     1994     1993
                                         --------  -------  -------
 <S>                                     <C>       <C>      <C>
Interest:
    Fixed maturities, at amortized cost  $  6,284    6,966  142,814
    Fixed maturities, at market           158,421  141,611        0
    Mortgage loans                         16,125   13,706   12,764
    Policy loans                            6,688    6,329    6,404
    Short-term investments                  7,182    3,012    4,159
<PAGE>

Dividends:
    Preferred stock                           581      495      231
    Common stock                            3,204    2,673    2,496
Rental income on real estate                2,781    3,135    2,540
Interest on assets held by reinsurers      10,445   10,470   10,074
Other                                         833      577    1,131
                                         --------  -------  -------
         Total investment income          212,544  188,974  182,613

Investment expenses                        11,386    7,683    7,782
                                         --------  -------  -------

         Net investment income           $201,158  181,291  174,831
                                         ========  =======  =======
</TABLE>


(4)  SUMMARY TABLE OF FAIR VALUE DISCLOSURES

<TABLE>

<CAPTION>

                                                1995        1995        1994        1994
                                             ----------  ----------  ----------  ----------
                                              Carrying      Fair      Carrying      Fair
                                               Amount      Value       Amount      Value
                                             ----------  ----------  ----------  ----------
<S>                                          <C>         <C>         <C>         <C>
Financial assets
- -------------------------------------------                                                
    Fixed maturities, at amortized cost:
        Corporate securities                 $        0  $        0  $   90,615  $   85,559
    Fixed maturities, at market:
        U.S. Government                         867,793     867,793     463,694     463,694
        States and political subdivisions           481         481         498         498
        Foreign governments                     265,797     265,797      43,494      43,494
        Public utilities                         36,728      36,728      80,002      80,002
        Corporate securities                    747,609     747,609   1,042,867   1,042,867
        Mortgage backed securities              548,182     548,182     221,079     221,079
        Collateralized mortgage obligations      83,008      83,008      54,574      54,574
    Equity securities                           254,458     254,458     131,712     131,712
    Mortgage loans                              203,128     212,766     163,099     162,903
    Short term investments                       31,501      31,501     155,307     155,307
    Policy loans                                104,184     104,184     101,899     101,899
    Other long term investments                     650         650       1,117       1,117
    Receivables                                 124,700     124,700     111,874     111,874
    Separate accounts assets                  8,402,003   8,402,003   6,965,755   6,965,755

Financial liabilities
- -------------------------------------------                                                
    Investment contracts                      3,063,100   2,542,260   2,753,304   2,319,872
    Separate account liabilities              8,402,003   8,181,725   6,965,755   6,715,730
</TABLE>

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


(5)  RECEIVABLES

<TABLE>

<CAPTION>
<PAGE>

Receivables at December 31 consist of the following:

                                     1995     1994
                                   --------  -------
 <S>                               <C>       <C>
Premiums due                       $ 83,695   76,840
Agents balances                       7,236    7,299
Related party receivables               922    1,042
Reinsurance commission receivable    16,693   13,723
Scholarship enrollment fees           6,822    6,753
Due from administrators               6,149    2,735
Other                                 3,183    3,008
                                   --------  -------

    Total receivables              $124,700  111,400
                                   ========  =======
</TABLE>


(6)  ACCIDENT AND HEALTH CLAIMS RESERVES

Accident and health claims reserves are based on long-range projections
subject  to  uncertainty.   Uncertainty regarding reserves of a given accident
year  is  gradually  reduced  as new information emerges each succeeding year,
thereby allowing more reliable re-evaluations of such reserves.  While
management believes that reserves as of December 31, 1995 are adequate,
uncertainties  in  the  reserving process could cause such reserves to develop
favorably  or  unfavorably  in  the near term as new or additional information
emerges.    Any adjustments to reserves are reflected in the operating results
of  the periods in which they are made.  Movements in reserves which are small
relative to the amount of such reserves could significantly impact future
reported earnings of the Company.

<TABLE>

<CAPTION>
Activity  in  the  accident and health claims reserves, exclusive of long term
care,  hospital  indemnity and AIDS reserves of $18,858, $11,149 and $8,742 in
1995, 1994 and 1993, respectively, is summarized as follows:

                                                   1995       1994      1993
                                                 ---------  --------  --------
 <S>                                             <C>        <C>       <C>
Balance at January 1, net of reinsurance
   recoverables of $96,090, $86,551 and $91,303  $185,028   170,123   168,872 

Incurred related to:
   Current year                                   242,024   230,995   226,815 
   Prior years                                     (9,163)   (7,290)   (8,432)
                                                 ---------  --------  --------
Total incurred                                    232,861   223,705   218,383 
                                                 ---------  --------  --------

Paid related to:
   Current year                                   100,165    82,338    84,172 
   Prior years                                    125,920   126,462   132,960 
                                                 ---------  --------  --------
Total paid                                        226,085   208,800   217,132 
                                                 ---------  --------  --------

Balance at December 31, net of reinsurance
   recoverables of $99,292, $96,090 and $86,551  $191,804   185,028   170,123 
                                                 =========  ========  ========
</TABLE>

There were no significant adjustments to accident and health claim liabilities
resulting from changes in estimates of benefits related to prior years.
<PAGE>



(7)  REINSURANCE

In  the  normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
risks  under excess coverage and coinsurance contracts.  The Company retains a
maximum of $1 million coverage per individual life.

Reinsurance contracts do not relieve the Company from its obligations to
policyholders.   Failure of reinsurers to honor their obligations could result
in losses to the Company; consequently, allowances are established for amounts
deemed  uncollectible.    The Company evaluates the financial condition of its
reinsurers and monitors concentrations of credit risk to minimize its exposure
to significant losses from reinsurer insolvencies.

Included in reinsurance receivables at December 31, 1995 are $873,724, $67,819
and $148,319 recoverable from insurers who, as of December 31, 1995, were
rated  A+, A+ and B++, respectively by Best's Insurance Reports.  A contingent
liability  exists  to  the  extent that the Company's reinsurers are unable to
meet their contractual obligations. Management is of the opinion that no
liability will accrue to the Company with respect to this contingency.

<TABLE>

<CAPTION>
Life insurance, annuities and accident and health business assumed from and ceded to other
companies is as follows:

                                                                                  Percentage
                                                Assumed      Ceded                 of amount
                                     Gross     from other  to other      Net        assumed
Year ended                          amount     companies   companies    amount      to net
- --------------------------------  -----------  ----------  ---------  ----------  -----------
<S>                               <C>          <C>         <C>        <C>         <C>
December 31, 1995:
Life insurance In force           $39,601,531  28,790,199  6,884,645  61,507,085        46.8%
                                  -----------  ----------  ---------  ----------  -----------
Premiums:
   Life insurance                     242,704     108,102     40,291     310,515        34.8%
   Annuities                          145,994       1,117     10,376     136,735         0.8%
   Accident and health insurance      361,290     165,769    172,559     354,500        46.8%
                                  -----------  ----------  ---------  ----------  -----------
     Total premiums                   749,988     274,988    223,226     801,750        34.3%
                                  ===========  ==========  =========  ==========  ===========
December 31, 1994:
Life insurance In force           $39,789,859  24,411,513  6,893,030  57,308,342        42.6%
                                  -----------  ----------  ---------  ----------  -----------
Premiums:
   Life insurance                     230,241      96,308     35,578     290,971        33.1%
   Annuities                          119,045       1,195      6,806     113,434         1.1%
   Accident and health insurance      388,759     158,749    201,824     345,684        45.9%
                                  -----------  ----------  ---------  ----------  -----------
     Total premiums                   738,045     256,252    244,208     750,089        34.2%
                                  ===========  ==========  =========  ==========  ===========
December 31, 1993:
Life insurance In force           $39,784,564  21,861,833  6,297,943  55,348,454        39.5%
                                  -----------  ----------  ---------  ----------  -----------
Premiums:
   Life insurance                     220,287      85,433     42,323     263,397        32.4%
   Annuities                           68,713         870      6,633      62,950         1.4%
   Accident and health insurance      365,894     142,891    153,948     354,837        40.3%
                                  -----------  ----------  ---------  ----------  -----------
     Total premiums                   654,894     229,194    202,904     681,184        33.6%
                                  ===========  ==========  =========  ==========  ===========
</TABLE>
<PAGE>


Of  the  amounts  ceded to others, the Company ceded life insurance inforce of
$182,638,  $86,055  and $30,841 in 1995, 1994 and 1993, respectively, and life
insurance premiums earned of $641, $203 and $98 in 1995, 1994 and 1993,
respectively,  to  its ultimate parent Allianz Aktiengesellshaft.  The Company
also ceded accident and health premiums earned to Allianz Aktiengesellshaft of
$(7,520), $12,256 and $8,966 in 1995, 1994 and 1993.

In addition to the above transactions, the Company ceded a portion of its
mortality risk associated with the variable annuity product to Allianz
Aktiengesellshaft.  The Company recorded a recoverable on future policy
benefit reserves of $930 as of December 31, 1995.


(8)  INCOME TAXES

INCOME TAX EXPENSE

<TABLE>

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

                                                                  1995      1994      1993
                                                                --------  --------  --------
 <S>                                                            <C>       <C>       <C>
Income tax expense attributable to operations:
   Current tax expenses                                         $ 12,993    5,098    30,215 
                                                                --------  --------  --------

   Deferred tax (benefit) expense                                 25,772   16,053   (10,847)
   Benefit of operating loss carryforwards                             0        0     3,406 
   Adjustment of deferred tax assets and
      liabilities for enacted change in tax rates                      0        0       945 
                                                                --------  --------  --------

      Total deferred tax (benefit) expense                        25,772   16,053    (6,496)
                                                                --------  --------  --------

Total income tax expense attributable to operations               38,765   21,151    23,719 

Income tax effect on equity:
   Income tax allocated to cumulative effect of
      adoption of SFAS No. 106                                         0        0    (2,064)
   Income tax allocated to stockholder's equity:
      Adoption of SFAS No. 115                                         0   40,312         0 
      Attributable to unrealized gains and losses for the year   108,559  (79,201)       62 
                                                                --------  --------  --------

Total income tax effect on equity                               $147,324  (17,738)   21,717 
                                                                ========  ========  ========
</TABLE>

COMPONENTS OF INCOME TAX EXPENSE

<TABLE>

<CAPTION>
Income tax expense computed at the statutory rate of 35% in 1995, 1994 and 1993,
varies  from  tax  expense  reported in the Consolidated Statements of Income for the
respective years ended December 31 as follows:

<PAGE>

                                                             1995     1994     1993
                                                           --------  -------  -------
  <S>                                                      <C>       <C>      <C>
Income tax expense computed at the statutory rate          $44,087   26,819   28,125 
Dividends received deductions and tax-exempt interest       (5,430)  (3,967)  (2,189)
Foreign tax                                                   (464)     (79)  (1,324)
Interest on tax deficiency                                     408     (716)     528 
Impact of statutory rate change on deferred tax liability        0        0      945 
Utilization of net operating loss and alternative
     minimum tax credits                                         0        0   (2,549)
Other                                                          164     (906)     183 
                                                           --------  -------  -------

         Income tax expense as reported                    $38,765   21,151   23,719 
                                                           ========  =======  =======
</TABLE>

COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES ON THE BALANCE SHEET

<TABLE>

<CAPTION>
Tax  effects  of  temporary differences giving rise to the significant components of the
net deferred tax liability at December 31 are as follows:

                                                                         1995     1994
                                                                       --------  -------
 <S>                                                                   <C>       <C>
Deferred tax assets:
    Provision for post retirement benefits                             $  1,936    1,885
    Allowance for uncollectible accounts                                  2,283    2,961
    Policy reserves                                                     175,963  188,602
    Unrealized losses on investments in available for sale securities         0   35,584
                                                                       --------  -------
        Total deferred tax assets                                       180,182  229,032
                                                                       --------  -------

Deferred tax liabilities:
    Deferred acquisition costs                                          234,393  229,577
    Net unrealized gain                                                  72,975        0
    Other                                                                12,988    5,262
                                                                       --------  -------
        Total deferred tax liabilities                                  320,356  234,839
                                                                       --------  -------

Net deferred tax liability                                             $140,174    5,807
                                                                       ========  =======
</TABLE>

Although  realization is not assured, the Company believes it is not necessary
to  establish  a  valuation allowance for the deferred tax asset as it is more
likely  than  not  the deferred tax asset will be realized principally through
future  reversals of existing taxable temporary differences and future taxable
income.   The amount of the deferred tax asset considered realizable, however,
could be reduced in the near term if estimates of future reversals of existing
taxable temporary differences and future taxable income are reduced.

As of December 31, 1995, the Company had no tax loss carryforwards or
alternative minimum tax credits.

The  Company  files a consolidated federal income tax return with AZOA and all
of  its  wholly  owned subsidiaries. The consolidated tax allocation agreement
stipulates  that  each company participating in the return will bear its share
of the tax liability pursuant to United States Treasury Department
regulations.    The  Company  and each of its insurance subsidiaries generally
will be paid for the tax benefit on their losses, and any other tax
attributes,  to  the  extent  they could have obtained a benefit against their
<PAGE>

post-1990  separate  return  taxable  income or tax.  Income taxes paid by the
Company were $14,865, $15,162 and $28,465 in 1995, 1994 and 1993,
respectively.  At December 31, 1995 and 1994 the Company has a tax recoverable
from  AZOA of $3,257 and $5,095 and a recoverable from Revenue Canada Taxation
of $690 and a payable to Revenue Canada Taxation of $1,301, respectively.


(9)  RELATED PARTY TRANSACTIONS

In  November  1995,  the Company purchased the 400 non-voting common shares in
its subsidiary, Canadian American Financial Corporation from AZOA for $7,903. 
The acquisition of the shares increased the Company's equity ownership in both
voting and non-voting common stock  to 100%.

As  of  December 31, 1995 and 1994, Allianz Real Estate (AzRE), a wholly owned
subsidiary of AZOA, owned 100% of the stock or was a limited partner of
certain  entities  whose  assets  include mortgage loans issued by the Company
amounting to $6,245 and $12,100, respectively.  Included in the mortgage loans
are properties originally foreclosed upon by the Company of which the balances
at December 31, 1995 and 1994 are $1,650 and $4,575, respectively.

Allianz Investment Corporation (AIC) manages the Company's investment
portfolio.    The Company paid AIC $1,024, $1,285 and $1,207 in 1995, 1994 and
1993,  respectively, for investment advisory fees.  The Company's liability to
AIC was $377 and $0 at December 31, 1995 and 1994, respectively.

The  Company  shares a data center with affiliated insurance companies.  Usage
charges  paid to the data center by the Company were $3,752, $4,228 and $4,715
in 1995, 1994 and 1993, respectively.  The Company's liability for data center
charges was $337 and $457 at December 31, 1995 and 1994, respectively.

The Company reimbursed AZOA $738, $817 and $339 in 1995, 1994 and 1993,
respectively,  for  certain  administrative services performed.  The Company's
liability to AZOA was $528 and $264 at December 31, 1995 and 1994,
respectively.

In  June  1994,  the  Company authorized 200 million shares of preferred stock
with  a par value of $1 per share.  This preferred stock is issuable in series
with  the  number of shares, redemption rights and dividend rate designated by
the  Board  of  Directors for each series.  Dividends are cumulative at a rate
reflective  of  prevailing  market conditions at time of issue and are payable
semiannually.  Dividend payments are restricted by provisions in State of
Minnesota  statutes.  In  June  1994, the Company issued 25 millions shares of
Series A preferred stock with a dividend rate of 6.4% to AZOA for $25,000.  In
December  1994,  the  Company  issued 15 millions shares of Series B preferred
stock  with  a  dividend rate of 6.95% to AZOA for $15,000.  In December 1995,
the  Company redeemed and canceled the 15 million shares of Series B preferred
stock issued to AZOA.  There are currently 25 million shares of Series A
preferred stock issued and outstanding.

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


(10)  EMPLOYEE BENEFIT PLANS

The Company participates in the Allianz Primary Retirement Plan (Primary
Retirement Plan), a defined contribution plan.  The Company makes
contributions to a money purchase pension plan on behalf of eligible
participants.  All employees, excluding agents, are eligible to participate in
the  Primary Retirement Plan after two years of service. The contributions are
based  on a percentage of the participant's salary with the participants being
100% vested upon eligibility. It is the Company's policy to fund the plan
costs  as  accrued.  Total pension contributions were $860, $918 and $1,363 in
1995, 1994 and 1993, respectively.

<PAGE>

The Company participates in the Allianz Asset Accumulation Plan (Allianz
Plan),  a  defined contribution plan sponsored by AZOA. Under the Allianz Plan
provisions,  the  Company  will  match from 50% to 100% of eligible employees'
contributions up to a maximum of 6% of a participant's compensation.  The
total  Company  match for 1995, 1994 and 1993 Plan participants was 100%.  All
employees,  excluding  agents,  are  eligible to participate after one year of
service and are fully vested in the Company's matching contribution after
three  years  of service. The Allianz Plan will accept participants' pretax or
after-tax contributions up to 15% of the participant's compensation. It is the
Company's  policy  to  fund the Allianz Plan costs as accrued. The Company has
accrued $1,188, $1,266 and $1,270 in 1995, 1994 and 1993, respectively, toward
planned contributions.

The  Company  sponsors an asset accumulation plan for field agents.  Under the
Plan provisions, the Company will match 100% of eligible agents' contributions
up to a maximum of 3% of a participant's compensation. The Plan accepts
participant's  pretax  or  after  tax contributions up to 10% of participant's
compensation.  It  is the Company's policy to fund the Plan costs as accrued. 
In 1995, the Company discontinued support of its individual agency field force
and  suspended  contributions  to the Plan as of January 1, 1996.  Also during
1995, participation in the Plan decreased significantly resulting in a partial
plan termination whereby participants as of January 1, 1995 became fully
vested  in the Plan.  The Company has no intention to fully terminate the Plan
in the near term.  Total Company contributions to the Plan were $118, $386 and
$319 in 1995, 1994 and 1993, respectively.

The  Company  adopted  SFAS  No. 106, effective January 1, 1993 which requires
benefits  paid  to  retirees, other than pension benefits, to be accrued.  The
transition  obligation  associated with this adoption was $4,006, which is net
of  a $2,064 tax benefit.  The Company's current plan obligation is $5,532 and
the  liability  is included in "Other liabilities" in the accompanying balance
sheet.


(11)  STATUTORY FINANCIAL DATA AND DIVIDEND RESTRICTIONS

Statutory  accounting  is  directed  toward insurer solvency and protection of
policyholders.    Accordingly,  certain items recorded in financial statements
prepared under GAAP are excluded in determining statutory policyholders'
surplus.  These items include, among other, deferred acquisition costs,
furniture and fixtures, accident and health premiums receivable which are more
than 90 days past due, deferred taxes and undeclared dividends to
policyholders.   Additionally, future life policy and annuity benefit reserves
calculated for statutory accounting do not include provisions for withdrawals.

<TABLE>

<CAPTION>
The differences between stockholder's equity and net income reported in accordance with statutory
accounting  practices  and  the accompanying consolidated financial statements as of and for the year ended
December 31 are as follows:

                                             Stockholder's   Stockholder's     Net        Net        Net
                                                equity           equity       Income    Income     Income
                                            ---------------  --------------  --------  ---------  ---------
                                                 1995             1994         1995      1994       1993
                                            ---------------  --------------  --------  ---------  ---------
<S>                                         <C>              <C>             <C>       <C>        <C>
Statutory basis                             $      299,186         294,334    11,565      6,895        657 
Adjustments:
  Change in reserve basis                         (211,678)       (339,283)  (43,642)  (109,473)  (138,864)
  Deferred acquisition costs                       826,994         798,442    28,552    132,090    253,240 
  Net deferred taxes                              (140,174)         (5,807)  (25,772)   (16,053)     6,496 
  Statutory asset valuation reserve                100,462          59,169         0          0          0 
  Statutory interest maintenance reserve            25,061          16,305     8,756     (4,768)    11,178 
  Modified coinsurance reinsurance                (119,178)        (51,947)  104,222     44,920    (75,611)
<PAGE>

  Unrealized gains (losses) on investments         163,237         (99,408)        0          0          0 
  Nonadmitted assets                                 1,471           2,302         0          0          0 
  Cumulative effect of accounting changes                0               0         0          0     26,875 
  Other                                              5,813           5,338     3,516      1,864       (461)
                                            ---------------  --------------  --------  ---------  ---------

   As reported in the accompanying
    consolidated financial statements       $      951,194         679,445    87,197     55,475     83,510 
                                            ===============  ==============  ========  =========  =========
</TABLE>

The Company is required to meet minimum statutory capital and surplus
requirements.  The  Company's statutory capital and surplus as of December 31,
1995  and  1994 was in compliance with these requirements.  The maximum amount
of dividends which can be paid by Minnesota insurance companies to
stockholders without prior approval of the Commissioner of Commerce is subject
to restrictions relating to statutory earned surplus, also known as unassigned
funds.  Unassigned funds are determined in accordance with the accounting
procedures and practices governing preparation of the statutory annual
statement, minus 25% of earned surplus attributable to unrealized capital
gains.  In accordance with Minnesota Statutes, the Company may declare and pay
from  its  surplus,  cash dividends of not more than the greater of 10% of its
beginning of the year statutory surplus in any year, or the net gain from
operations of the insurer, not including realized gains, for the 12-month
period ending the 31st day of the next preceding year. In 1995 and 1994,
respectively,  the  Company paid dividends on preferred stock in the amount of
$2,651  and $413, respectively to AZOA.  Dividends of $23,433 could be paid in
1996 without prior approval of the Commissioner of Commerce.

REGULATORY RISK BASED CAPITAL

<TABLE>

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

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

The Company met the minimum risk-based capital requirements for the years
ended December 31, 1995 and 1994.

<PAGE>

PERMITTED STATUTORY ACCOUNTING PRACTICES

The  Company  is  required to file annual statements with insurance regulatory
authorities  which are prepared on an accounting basis prescribed or permitted
by  such  authorities.    Currently, prescribed statutory accounting practices
include  state laws, regulations, and general administrative rules, as well as
a variety of publications of the NAIC.  Permitted statutory accounting
practices  encompass  all  accounting  practices that are not prescribed; such
practices differ from state to state, may differ from company to company
within a state, and may change in the future.  The NAIC currently has a
project underway to codify statutory accounting practices, the result of which
is expected to constitute the only source of "prescribed" statutory accounting
practices.    Accordingly,  that  project will likely change the definition of
what comprises prescribed versus permitted statutory accounting practices, and
may  result  in  changes to existing accounting policies insurance enterprises
use  to  prepare  their  statutory financial statements.  The Company does not
currently use permitted statutory accounting practices which have a
significant impact on its statutory financial statements.


(12)  COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries are involved in various pending or threatened
legal  proceedings arising from the conduct of their business.  In the opinion
of management, the ultimate resolution of such litigation will not have a
material adverse effect on the consolidated financial position of the Company.

The Company is contingently liable for possible future assessments under
regulatory requirements pertaining to insolvencies and impairments of
unaffiliated  insurance  companies.    Provision has been made for assessments
currently received and assessments anticipated for known insolvencies.


(13)  FOREIGN CURRENCY TRANSLATION

<TABLE>

<CAPTION>
The net assets of the Company's foreign operations are translated into U.S.
dollars  using exchange rates in effect at each year end.  Translation adjustments
arising  from  differences in exchange rates from period to period are included in
the  accumulated  foreign  currency  translation adjustment reported as a separate
component of stockholder's equity.  An analysis of this account for the respective
years ended December 31 follows:

                                                          1995     1994     1993
                                                        --------  -------  -------
  <S>                                                   <C>       <C>      <C>
Beginning amount of cumulative translation adjustments  $(3,787)  (2,708)  (1,835)
                                                        --------  -------  -------

Aggregate adjustment for the period resulting from
    translation adjustments                                 511   (1,659)  (1,746)
Amount of income tax benefit for period related to
    aggregate adjustment                                   (179)     580      873 
                                                        --------  -------  -------
    Net aggregate translation included in equity            332   (1,079)    (873)
                                                        --------  -------  -------

Ending amount of cumulative translation adjustments     $(3,455)  (3,787)  (2,708)
                                                        ========  =======  =======

Canadian foreign exchange rate at end of year            0.7329   0.7129   0.7554 
</TABLE>


<PAGE>

(14)  SUPPLEMENTARY INSURANCE INFORMATION

<TABLE>

<CAPTION>
The following table summarizes certain financial information by line of business for 1995, 1994 and 1993:

                As         of      December     31        For       the      year       ended    December      31
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------  ---------
                                                                                      Amortiz-
                         Future                         Premium            Benefits,    ation
                         policy               Other     revenue             claims       of
             Deferred   benefits,             policy      and               losses,   deferred
              policy     losses,              claims     other      Net       and      policy
              acquis-    claims                and     contract   invest-   settle-    acquis-     Other    Premiums
               ition    and loss   Unearned  benefits  consider-   ment      ment       ition    operating   written
               costs     expense   premiums  payable    ations    income   expenses   costs (a)  expenses      (b)
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------  ---------
<S>          <C>        <C>        <C>       <C>       <C>        <C>      <C>        <C>        <C>        <C>
1995:
Life         $ 179,915  1,088,964     5,493    62,660    310,514   83,741    239,287     8,475     124,415
Annuities      629,515  2,601,943         0       580    136,736   98,214     89,321   (34,235)    137,000
Accident
 and health     17,564          0    28,688   308,658    354,500   19,203    249,232    (2,792)    105,615
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------           

             $ 826,994  3,690,907    34,181   371,898    801,750  201,158    577,840   (28,552)    367,030
             =========  =========  ========  ========  =========  =======  =========  =========  =========           

1994:
Life         $ 188,390  1,022,537     6,012    63,728    290,971   78,100    228,383     6,889     114,767
Annuities      595,280  2,304,560         0       360    113,434   86,168     88,100  (140,776)    210,933
Accident
 and health     14,772          0    34,364   291,323    345,684   17,023    236,614     1,797     121,645
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------           

             $ 798,442  3,327,097    40,376   355,411    750,089  181,291    553,097  (132,090)    447,345
             =========  =========  ========  ========  =========  =======  =========  =========  =========           

1993:
Life         $ 195,279    989,309     7,389    57,763    263,397   80,422    206,157   (10,925)    186,457
Annuities      454,504  1,986,801         0       578     62,950   78,674     86,227  (243,113)    191,783
Accident
 and health     16,569          0    34,181   264,583    354,837   15,735    241,443       804     154,493
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------           

             $ 666,352  2,976,110    41,570   322,924    681,184  174,831    533,827  (253,234)    532,733
             =========  =========  ========  ========  =========  =======  =========  =========  =========           
</TABLE>

(a)  Represents the net change in deferred policy acquisition cost reported in
     the income statement.

(b)  Premiums written are not applicable for life insurance companies.
<PAGE>




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