ALLIANZ LIFE VARIABLE ACCOUNT B
485BPOS, 1998-04-29
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                                                    File Nos.   333-06709
                                                                811-05618
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OF 1933                   ( )
            Pre-Effective  Amendment No.                                   ( )
            Post-Effective  Amendment No.    2                             (X)

REGISTRATION  STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
            Amendment  No.    34                                           (X)

                      (Check appropriate box or boxes.)

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

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


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

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

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

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

   
It is proposed that this filing will become effective:

     _____  immediately  upon filing pursuant to paragraph (b) of Rule 485
     __X__  on May 1, 1998  pursuant  to  paragraph (b) of Rule 485
     _____  60 days after filing pursuant to paragraph (a)(1) of Rule 485
     _____  on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following:

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

Title of Securities Registered:

     Individual Deferred Variable Annuity Contracts

    

                            CROSS REFERENCE SHEET
                            (Required by Rule 495)

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

          PART A

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

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

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

   
Item 4.   Condensed Financial Information. . . . . . .   Appendix-Condensed
                                                         Financial Information
    

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

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

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

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

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

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

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

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

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

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




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

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

          PART B

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

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

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

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

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

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

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

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

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




                                 PART C

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


                                 PART A

Profile of the
Valuemark IV
Variable Annuity
Contract

   
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA

May 1, 1998
    

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE  IMPORTANT  POINTS THAT YOU SHOULD
CONSIDER AND KNOW BEFORE  PURCHASING THE VALUEMARK IV VARIABLE  ANNUITY CONTRACT
WITH A FIXED  OPTION.  THE CONTRACT IS MORE FULLY  DESCRIBED  IN THE  PROSPECTUS
WHICH ACCOMPANIES THIS PROFILE. PLEASE READ THE PROSPECTUS CAREFULLY.

1. THE VALUEMARK IV
VARIABLE ANNUITY CONTRACT

   
The  variable  annuity  contract  with a fixed  option  offered by Allianz  Life
Insurance Company of North America (Allianz Life) is a contract between you, the
owner, and Allianz Life, an insurance company. The Contract provides a means for
investing on a tax-deferred  basis in 25 portfolios of Franklin Valuemark Funds,
a series fund,  and a fixed option of Allianz Life. The Contract is intended for
retirement  savings or other  long-term  investment  purposes and provides for a
death benefit and guaranteed annuity income options.

The  Contract  has 26  investment  options.  There are 25  portfolios  which are
managed by Franklin Advisers, Inc. and its Templeton and Franklin affiliates.  A
list of the  available  portfolios  is  contained in Section 4.  Depending  upon
market  conditions,  you can  make or lose  money in the  Contract  based on the
portfolios'  investment  performance.  The  portfolios  are  designed to offer a
better return than the fixed option, however, this is not guaranteed.

The fixed option offers an interest rate that is guaranteed by Allianz Life. The
interest rate is set monthly and is guaranteed  for 12 months.  While your money
is in the  fixed  option,  the  interest  your  money  will earn as well as your
principal is guaranteed by Allianz Life.

Allianz Life reserves the right to limit the number of portfolios  which you may
invest in at any one time (now or in the  future).  Currently,  you can put your
money in 10 investment  options (which includes any of the 25 portfolios  listed
in Section 4 and the Allianz Life fixed option).

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

2. ANNUITY PAYMENTS
(THE PAYOUT PHASE)

   
You can receive monthly annuity  payments from your Contract by selecting one of
the following annuity options (all of these options assume you are the owner and
the  annuitant):  (1) payments for your life; (2) payments for your life, but if
you die before  payments have been made for the guaranteed  period you selected,
payments will continue for the remainder of the guaranteed  period (5, 10, 15 or
20 years); (3) payments during the joint lifetime of you and the joint annuitant
- - when either of you die,  payments will continue as long as the survivor lives;
(4) payments  during the joint lifetime of you and the joint  annuitant,  but if
you or the joint annuitant die before payments have been made for the guaranteed
period you selected,  payments will continue for the remainder of the guaranteed
period (5, 10, 15 or 20 years);  and (5)  payments  during your life ending with
the last  payment  due prior to your death with a  guarantee  that at your death
Allianz Life will make a refund to your  beneficiary.  Once you begin  receiving
regular  annuity  payments,  you cannot change your annuity  option or surrender
your Contract.

During the payout  phase,  you may select from the  portfolios  available or the
fixed  option for your  investment  choices.  You may elect to  receive  annuity
payments as a variable payout, a fixed payout,  or a combination of both. If you
choose to have any part of your payments based on portfolio  performance  (i.e.,
variable payout),  the dollar amount of your annuity payments may go up or down,
depending on the investment performance.
    

3. PURCHASE

   
You can buy the Contract with $5,000 or more under most  circumstances.  You can
add $250 or more any time you like during the accumulation  phase.  Contact your
registered  representative  to help you fill out the proper  forms.  You and the
annuitant  cannot be older  than 85 years old at the time you buy the  Contract.
This product is not appropriate for market timers.
    

4. INVESTMENT OPTIONS

   
You may invest in the Allianz Life fixed option or the  following  portfolios of
Franklin Valuemark Funds:

PORTFOLIO SEEKING STABILITY
OF PRINCIPAL AND INCOME:
Money Market Fund

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

PORTFOLIOS SEEKING
GROWTH AND INCOME:
Global Utilities Securities Fund
 (formerly, Utility Equity Fund)
Growth and Income Fund
Income Securities Fund
Mutual Shares Securities Fund
Real Estate Securities Fund
Rising Dividends Fund
Templeton Global Asset Allocation Fund
Value Securities Fund

PORTFOLIOS SEEKING
CAPITAL GROWTH:
Capital  Growth  Fund
Global  Health  Care  Securities  Fund  
Mutual  DiscoverySecurities  Fund 
Natural  Resources  Securities  Fund 
Small Cap Fund 
Templeton Developing   Markets  Equity  Fund  
Templeton   Global  Growth  Fund 
Templeton International Equity Fund 
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund

The  portfolios  are fully  described  in the attached  prospectus  for Franklin
Valuemark   Funds.  You  can  make  or  lose  money  based  on  the  portfolios'
performance. IN CALIFORNIA, THE GLOBAL HEALTH CARE SECURITIES FUND AND THE VALUE
SECURITIES  FUND ARE NOT AVAILABLE  UNTIL APPROVED BY THE  CALIFORNIA  INSURANCE
DEPARTMENT. (CHECK WITH YOUR REGISTERED REPRESENTATIVE REGARDING AVAILABILITY.)
    

5. EXPENSES

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

   
The annual  insurance  charges  total 1.49% of the  average  daily value of your
Contract allocated to the portfolios during the accumulation phase (1.40% during
the  payout  phase).  Each  year  Allianz  Life  also  deducts  a  $30  contract
maintenance charge from your Contract. Allianz Life currently waives this charge
if the cumulative value of all your Valuemark IV Contracts  (registered with the
same social security number) are at least $50,000 (except in New Jersey).  There
are also annual  portfolio  operating  expenses,  which vary  depending upon the
portfolios you select.  In 1997, these expenses ranged from .40% to 1.42% of the
average daily value of the portfolios.
    

You can  transfer  between  investment  options  up to 12  times a year  without
charge.  After 12 transfers,  the charge is $25 or 2% of the amount transferred,
whichever is less. Market timing transfers may not be permitted.

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

<TABLE>
<CAPTION>

   
                             Contingent deferred
          Years since   sales charge (as a percentage
       purchase payment     of purchase payments)
         -------------       ------------------
              <S>                    <C>
              0-1                    6%
              1-2                    6%
              2-3                    6%
              3-4                    5%
              4-5                    4%
              5-6                    3%
              6-7                    2%
              7+                     0%
</TABLE>

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

Allianz  Life may assess a state  premium tax charge  which  ranges from 0%-3.5%
(depending upon the state) when you die, start receiving  annuity  payments,  or
make a complete surrender.

We have provided the following chart to help you understand the expenses in your
Contract. The column "Total Annual Expenses" shows the total of the $30 contract
maintenance  charge (which is  represented as .10% below),  the 1.49%  insurance
charges and the total 1997 annual portfolio  expenses for each portfolio (actual
portfolio  expenses  vary from year to year).  The next two columns show you two
examples  of the  expenses,  in  dollars,  you would pay under a  Contract.  The
examples  assume that you invested  $1,000 in a Contract which earns 5% annually
and that you surrender your  Contract:  (1) at the end of year 1, and (2) at the
end of year 10. For year 1, the Total  Annual  Expenses  are assessed as well as
the contingent deferred sales charge. For year 10, the Total Annual Expenses are
assessed but no contingent deferred sales charge is deducted. The premium tax is
assumed  to be 0% in  both  examples.  These  are  just  examples.  They  do not
represent past or future  expenses or returns.  Actual expenses may be higher or
lower than those shown.


<TABLE>
<CAPTION>

                                                                                                 EXAMPLES:

                                                    Total       Total
                                                    Annual      Annual      Tota
                                                    Insurance   Portfolio   Annual           Expenses at end of:
Portfolio                                           Charges     Expenses    Expenses         1 Year      10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>           <C>              <C>         <C>

Capital Growth                                      1.59%         .77%          2.36%            $84         $270
Global Health Care Securities                       1.59%         .86%          2.45%            $85         $279
Global Utilities Securities*                        1.59%         .50%          2.09%            $81         $242
Growth and Income                                   1.59%         .49%          2.08%            $81         $241
High Income                                         1.59%         .53%          2.12%            $82         $245
Income Securities                                   1.59%         .50%          2.09%            $81         $242
Money Market                                        1.59%         .53%          2.12%            $82         $245
Mutual Discovery Securities                         1.59%        1.06%          2.65%            $87         $299
Mutual Shares Securities                            1.59%         .80%          2.39%            $84         $273
Natural Resources Securities                        1.59%         .69%          2.28%            $83         $261
Real Estate Securities                              1.59%         .54%          2.13%            $82         $246
Rising Dividends                                    1.59%         .74%          2.33%            $84         $266
Small Cap                                           1.59%         .77%          2.36%            $84         $270
Templeton Developing Markets Equity                 1.59%        1.42%          3.01%            $90         $333
Templeton Global Asset Allocation                   1.59%         .94%          2.53%            $86         $287
Templeton Global Growth                             1.59%         .88%          2.47%            $85         $281
Templeton Global Income Securities                  1.59%         .62%          2.21%            $82         $254
Templeton International Equity                      1.59%         .89%          2.48%            $85         $282
Templeton International Smaller Companies           1.59%        1.06%          2.65%            $87         $299
Templeton Pacific Growth                            1.59%        1.03%          2.62%            $87         $296
U.S. Government Securities                          1.59%         .50%          2.09%            $81         $242
Value Securities                                    1.59%         .81%          2.40%            $84         $274
Zero Coupon 2000                                    1.59%         .40%          1.99%            $80         $231
Zero Coupon 2005                                    1.59%         .40%          1.99%            $80         $231
Zero Coupon 2010                                    1.59%         .40%          1.99%            $80         $231

<FN>
*Prior to May 1, 1998, the Global Utilities Securities Fund was known as the Utility Equity Fund .
</FN>
</TABLE>

The expenses for the newly formed  portfolios have been estimated.  The expenses
for the Zero Coupon  Funds  reflect  current fee waiver  arrangements.  For more
detailed information, see the Fee Table in the prospectus for the Contract.
    

6. TAXES

Any earnings  are not taxed until you take them out. In most cases,  if you take
money out,  earnings come out first and are taxed as income.  If you are younger
than 591/2 when you take money out, you may be charged a 10% federal tax penalty
on the  taxable  amounts  surrendered.  Payments  during  the  payout  phase are
considered  partly a  return  of your  original  investment.  That  part of each
payment is not taxable as income. If the Contract is  tax-qualified,  the entire
payment may be taxable.

7. ACCESS TO YOUR MONEY

   
You may make a surrender at any time during the accumulation  phase. Any partial
surrender  must be for at least $500.  You may request a surrender  or elect the
Systematic  Withdrawal Program or Minimum Distribution Program which are briefly
described  in Section 10 of this  Profile.  After the first  year,  you can make
multiple surrenders up to a total of 15% of the value of your Contract each year
without  charge from Allianz  Life.  Surrenders in excess of that amount will be
subject to a contingent  deferred sales charge. If you do not surrender the full
15% in any one Contract  year,  you may not carry over the remaining  percentage
amount to another year.  Surrenders in excess of the 15% free withdrawal will be
charged  a  contingent  deferred  sales  charge  which  declines  from  6% to 0%
depending  upon the number of  complete  years we have had your  payment.  After
Allianz  Life has had a payment for 7 years,  there is no charge for  surrenders
related to that payment.  Each purchase payment you add to your Contract has its
own 7 year contingent deferred sales charge period. Of course, you may also have
to pay income tax and a tax penalty on any money you take out of the Contract.

8. PERFORMANCE
OF THE PORTFOLIOS

The value of the Contract will vary up or down depending upon the performance of
the portfolio(s) you choose.

The  following  chart shows total  returns  for the  portfolios  for the periods
shown.  Performance is not shown for the Global Health Care  Securities Fund and
the Value  Securities  Fund because  they were first  offered for sale on May 1,
1998.  These numbers  reflect the insurance  charges,  the contract  maintenance
charge  and the  operating  expenses  of the  portfolios.  These  numbers do not
reflect any contingent  deferred sales charges,  which if applied,  would reduce
such performance. Past performance is not a guarantee of future results.


<TABLE>
<CAPTION>

                                                                        Calendar Year

Portfolio                            1997       1996       1995       1994       1993       1992       1991       1990
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>       <C>       <C>          <C>       <C>        <C>       <C>
Capital Growth                      16.46%         NA         NA         NA         NA         NA         NA         NA
Global Utilities Securities         24.79%      5.47%     29.32%    -12.97%      8.80%      7.00%     22.66%      0.25%
Growth and Income                   25.76%     12.39%     30.77%     -3.57%      8.58%      5.03%     21.69%     -3.89%
High Income                          9.80%     12.10%     17.90%     -3.80%     13.94%     14.43%     28.12%    -10.12%
Income Securities                   15.26%      9.52%     20.49%     -7.75%     16.76%     11.45%     37.76%     -8.91%
Money Market                         3.59%      3.50%      4.09%      2.20%      0.93%      1.43%      3.82%      5.93%
Mutual Discovery Securities         17.50%         NA         NA         NA         NA         NA         NA         NA
Mutual Shares Securities            15.89%         NA         NA         NA         NA         NA         NA         NA
Natural Resources Securities       -20.27%      2.35%      0.74%     -3.54%     53.23%    -11.56%      2.19%    -15.36%
Real Estate Securities              18.81%     30.74%     15.69%      1.27%     17.16%     10.33%     31.43%    -13.37%
Rising Dividends                    30.96%     22.23%     27.73%     -5.59%     -4.98%         NA         NA         NA
Small Cap                           15.59%     27.05%         NA         NA         NA         NA         NA         NA
Templeton Developing
 Markets Equity                    -10.17%     19.68%      1.16%         NA         NA         NA         NA         NA
Templeton Global Asset Allocation    9.96%     17.95%         NA         NA         NA         NA         NA         NA
Templeton Global Growth             11.72%     19.38%     10.96%         NA         NA         NA         NA         NA
Templeton Global
 Income Securities                   0.86%      7.91%     12.88%     -6.49%     14.86%     -1.96%     10.53%      8.06%
Templeton International Equity       9.94%     21.04%      8.86%     -0.72%     26.58%         NA         NA         NA
Templeton International
 Smaller Companies                  -3.06%         NA         NA         NA         NA         NA         NA         NA
Templeton Pacific Growth           -37.00%      9.35%      6.28%    -10.24%     45.59%         NA         NA         NA
U.S. Government Securities           7.59%      1.97%     17.60%     -6.06%      7.99%      5.97%     14.07%      7.21%
Zero Coupon 2000                     5.42%      0.80%     18.79%     -8.22%     14.34%      7.35%     18.35%      4.23%
Zero Coupon 2005                     9.62%     -2.09%     29.71%    -11.01%     20.33%      9.07%     18.50%      1.02%
Zero Coupon 2010                    14.75%     -4.24%     40.59%    -12.38%     23.48%      8.61%     18.16%     -1.02%

</TABLE>
    

9. DEATH BENEFIT

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

10. OTHER INFORMATION

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

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

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

Additional Features

The Contract offers additional  features which you might be interested in. These
include:

Automatic  Investment  Plan - You can  automatically  add to your  Contract on a
monthly  or  quarterly  basis for as little as $100 by  electronic  transfer  of
monies from your savings or checking account.

   
Dollar  Cost  Averaging  Program - You can  arrange to have a regular  amount of
money  automatically  transferred  from selected  portfolios to other portfolios
each month.  Theoretically  this can give you a lower average cost per unit over
time than a single one time purchase. However, there are no guarantees that this
will take place.

Flexible  Rebalancing - Allianz Life will  automatically  readjust your Contract
value among the portfolios to maintain your specified  allocation  mix. This can
be done quarterly, semi-annually or annually.

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

Minimum  Distribution  Program - You can  arrange to have money sent to you each
month or quarter to meet certain required  distribution  requirements imposed by
the Internal Revenue Code generally after age 701/2.
    

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

11. INQUIRIES

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

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



                   THE VALUEMARK IV VARIABLE ANNUITY CONTRACT
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

   
This  prospectus  describes  the Valuemark IV Variable  Annuity  Contract with a
Fixed Option offered by Allianz Life Insurance Company of North America (Allianz
Life).

The annuity has 26 investment  options - the 25 Portfolios of Franklin Valuemark
Funds which are listed below and a Fixed Option of Allianz Life.  You can select
up to 10 investment  options (which includes any of the Portfolios  listed below
and the Fixed Option). The Fixed Option may not be available in your state.

PORTFOLIO SEEKING STABILITY
OF PRINCIPAL AND INCOME
Money Market Fund

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

PORTFOLIOS SEEKING
GROWTH AND INCOME
Global Utilities Securities Fund
 (formerly, Utility Equity Fund)
Growth and Income Fund
Income Securities Fund
Mutual Shares Securities Fund
Real Estate Securities Fund
Rising Dividends Fund
Templeton Global Asset Allocation Fund
Value Securities Fund

PORTFOLIOS  SEEKING  CAPITAL  GROWTH  
Capital  Growth  Fund  
Global  Health Care Securities Fund 
Mutual Discovery  Securities Fund 
Natural  Resources  Securities Fund 
Small Cap Fund
Templeton  Developing  Markets Equity Fund 
Templeton  Global Growth Fund 
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund

Prior to May 1, 1998,  the  Global  Utilities  Securities  Fund was known as the
Utility Equity Fund. IN CALIFORNIA,  THE GLOBAL HEALTH CARE  SECURITIES FUND AND
THE VALUE  SECURITIES  FUND ARE NOT AVAILABLE  UNTIL  APPROVED BY THE CALIFORNIA
INSURANCE  DEPARTMENT.  (CHECK  WITH YOUR  REGISTERED  REPRESENTATIVE  REGARDING
AVAILABILITY.)

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

To learn more about the  annuity  offered by this  prospectus,  you can obtain a
copy of the Statement of Additional Information (SAI) dated May 1, 1998. The SAI
has  been  filed  with the  Securities  and  Exchange  Commission  (SEC)  and is
incorporated by reference into this prospectus. The Table of Contents of the SAI
is  on  Page  22  of  this   prospectus.   The   SEC   maintains   a  Web   site
(http://www.sec.gov)  that contains the SAI, material  incorporated by reference
and other information about registrants that file  electronically  with the SEC.
For a free  copy of the SAI,  call us at  (800)  342-3863  or write us at:  1750
Hennepin Avenue, Minneapolis, Minnesota 55403-2195.
    

INVESTMENT  IN A VARIABLE  ANNUITY  CONTRACT  IS SUBJECT  TO  INVESTMENT  RISKS,
INCLUDING  THE POSSIBLE  LOSS OF  PRINCIPAL.  THE  CONTRACTS ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY FINANCIAL  INSTITUTION AND ARE
NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,  THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY.

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

This  prospectus is not an offering of the  securities  herein  described in any
state, country, or jurisdiction in which the offering is unauthorized.  No sales
representative,  dealer or other person is authorized to give any information or
make any representations other than those contained in this prospectus.

   
Dated: May 1, 1998
    

TABLE OF CONTENTS

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

                                                   Page

   
INDEX OF TERMS ...................................    3
FEE TABLE ........................................    4
 1. THE VALUEMARK IV
VARIABLE ANNUITY CONTRACT ........................    8
    Contract Owner ...............................    8
    Joint Owner ..................................    8
    Annuitant ....................................    8
    Beneficiary ..................................    8
    Assignment  ..................................    8
 2. ANNUITY PAYMENTS
(THE PAYOUT PHASE) ...............................    9
    Annuity Options ..............................    9
 3. PURCHASE .....................................   10
    Purchase Payments ............................   10
    Automatic Investment Plan ....................   10
    Allocation of Purchase Payments ..............   10
    Free Look ....................................   10
    Accumulation Units ...........................   10
 4. INVESTMENT OPTIONS ...........................   11
    Transfers ....................................   12
    Dollar Cost Averaging Program ................   12
    Flexible Rebalancing .........................   13
    Voting Privileges ............................   13
    Substitution .................................   13
 5. EXPENSES .....................................   13
    Insurance Charges ............................   13
     Mortality and Expense Risk Charge ...........   13
     Administrative Charge .......................   13
    Contract Maintenance Charge ..................   13
    Contingent Deferred Sales Charge .............   14
    Waiver of Contingent
    Deferred Sales Charge Benefits ...............   14
    Reduction or Elimination of the
    Contingent Deferred Sales Charge .............   15
    Transfer Fee .................................   15
    Premium Taxes ................................   15
    Income Taxes .................................   15
    Portfolio Expenses ...........................   15
 6. TAXES ........................................   15
    Annuity Contracts in General .................   15
    Qualified and Non-Qualified Contracts ........   16
    Multiple Contracts ...........................   16
    Surrenders - Non-Qualified Contracts .........   16
    Surrenders - Qualified Contracts .............   16
    Surrenders - Tax-Sheltered Annuities .........   16
    Diversification ..............................   16
 7. ACCESS TO YOUR MONEY .........................   16
    Systematic Withdrawal Program ................   17
    Minimum Distribution Program .................   17
    Suspension of Payments or Transfers ..........   17
 8. PERFORMANCE ..................................   17
 9. DEATH BENEFIT ................................   18
    Upon Your Death ..............................   18
    Death of Annuitant ...........................   19
10. OTHER INFORMATION ............................   19
    Allianz Life .................................   19
    The Separate Account .........................   19
    Distribution .................................   20
    Administration ...............................   20
    Financial Statements .........................   20
    APPENDIX .....................................   21
    TABLE OF CONTENTS
    OF THE STATEMENT OF
    ADDITIONAL INFORMATION .......................   22
    

INDEX OF TERMS

This  prospectus  is written in plain  English to make it as  understandable  as
possible.  However, there are some technical terms used which are capitalized in
the  prospectus.  The page  that is  indicated  below is where you will find the
definition for the word or term.

                                                   Page

   
Accumulation Phase ...............................    8
Accumulation Unit ................................   10
Annuitant ........................................    8
Annuity Options ..................................    9
Annuity Payments .................................    9
Annuity Unit .....................................   11
Beneficiary ......................................    8
Contract .........................................    8
Contract Owner ...................................    8
Fixed Option .....................................    8
Income Date ......................................    9
Joint Owner ......................................    8
Non-Qualified ....................................   16
Payout Phase .....................................    8
Portfolios .......................................   11
Purchase Payment .................................   10
Qualified ........................................   16
Tax Deferral .....................................   15
    

FEE TABLE

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Contract Owner Transaction Fees
Contingent Deferred Sales Charge*
(as a percentage of Purchase Payments)


   
                                            Years Since
                                         Purchase Payment   Charge
                                          -----------------------
                                                <S>           <C>
                                                0-1           6%
                                                1-2           6%
                                                2-3           6%
                                                3-4           5%
                                                4-5           4%
                                                5-6           3%
                                                6-7           2%
                                                7 +           0%
</TABLE>
    

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

Contract Maintenance  Charge***...........................  $30 per Contract per
year

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

Mortality and Expense Risk Charge****....................    1.34%
Administrative Charge....................................     .15%
                                                            --------
Total Separate Account Annual Expenses...................    1.49%

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

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

   
***During  the  Accumulation  Phase,  the  charge is waived if the value of your
Contract is at least  $50,000.  If you own more than one  Valuemark  IV Contract
(registered with the same social security  number),  we will determine the total
value of all your  Contracts.  If the total  value of all your  Contracts  is at
least  $50,000,  the charge is waived  (except in New  Jersey).  Currently,  the
charge is also waived  during the Payout Phase if the value of your  Contract at
the Income Date is at least $50,000 (except in New Jersey).
    

****The Mortality and Expense Risk Charge is 1.25% during the Payout Phase.


<PAGE>

<TABLE>
<CAPTION>

FRANKLIN VALUEMARK FUNDS' ANNUAL EXPENSES

(as a percentage of Franklin Valuemark Funds' average net assets)

   
The Management and Portfolio  Administration Fees for each Portfolio are based on a percentage of that Portfolio's net assets. See
the prospectus for Franklin Valuemark Funds for more information.

The  "Management  and  Portfolio  Administration  Fees"  below  are the  amounts  that  were paid to the  Managers  and  Portfolio
Administrators  for the 1997  calendar  year except for  Portfolios  with fee waivers or newer  Portfolios  without a full year of
operations as of December 31, 1997.



                                                                                 Management
                                                                                and Portfolio                Total Annual
                                                                            Administration Fees1Other Expenses Expenses

- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>         <C>
Capital Growth Fund ........................................................         .75%           .02%        .77%
Global Health Care Securities Fund2 ........................................         .75%           .11%        .86%
Global Utilities Securities Fund3...........................................         .47%           .03%        .50%
Growth and Income Fund .....................................................         .47%           .02%        .49%
High Income Fund ...........................................................         .50%           .03%        .53%
Income Securities Fund .....................................................         .47%           .03%        .50%
Money Market Fund4 .........................................................         .51%           .02%        .53%
Mutual Discovery Securities Fund ...........................................         .80%           .26%       1.06%
Mutual Shares Securities Fund ..............................................         .60%           .20%        .80%
Natural Resources Securities Fund ..........................................         .62%           .07%        .69%
Real Estate Securities Fund ................................................         .51%           .03%        .54%
Rising Dividends Fund ......................................................         .72%           .02%        .74%
Small Cap Fund .............................................................         .75%           .02%        .77%
Templeton Developing Markets Equity Fund ...................................        1.25%           .17%       1.42%
Templeton Global Asset Allocation Fund .....................................         .65%           .29%        .94%
Templeton Global Growth Fund ...............................................         .83%           .05%        .88%
Templeton Global Income Securities Fund ....................................         .56%           .06%        .62%
Templeton International Equity Fund ........................................         .80%           .09%        .89%
Templeton International Smaller Companies Fund .............................         .85%           .21%       1.06%
Templeton Pacific Growth Fund ..............................................         .92%           .11%       1.03%
U.S. Government Securities Fund ............................................         .48%           .02%        .50%
Value Securities Fund2 .....................................................         .75%           .06%        .81%
Zero Coupon Fund - 20005 ...................................................         .37%           .03%        .40%
Zero Coupon Fund - 20055 ...................................................         .37%           .03%        .40%
Zero Coupon Fund - 20105 ...................................................         .37%           .03%        .40%

<FN>

1The Portfolio  Administration Fee is a direct expense for the Global Health Care Securities Fund, the Mutual Discovery Securities
Fund, the Mutual Shares Securities Fund, the Templeton Global Asset Allocation Fund, the Templeton International Smaller Companies
Fund, and the Value Securities Fund;  other  Portfolios pay for similar  services  indirectly  through the Management Fee. See the
Franklin Valuemark Funds prospectus for further information regarding these fees.

2The Global Health Care Securities Fund and the Value  Securities Fund commenced  operations May 1, 1998. The expenses shown above
for these Portfolios are therefore estimated for 1998.

3Prior to May 1, 1998, the Global Utilities Securities Fund was known as the Utility Equity Fund.

4Franklin  Advisers,  Inc.  agreed to waive a portion of its Management  Fee and to pay certain  expenses of the Money Market Fund
during 1997. It is currently  continuing  this  arrangement in 1998.  This  arrangement  may be terminated at any time.  With this
reduction, the Portfolio's actual total annual expenses for 1997 were .45% of the average daily net assets of the Portfolio.

5Although  not obligated  to,  Franklin  Advisers,  Inc. has agreed to waive a portion of its  Management  Fees and to pay certain
expenses of the three Zero Coupon Funds  through at least  December  31, 1998 so that the total  expenses of each Zero Coupon Fund
will not exceed 0.40% of each Portfolio's net assets. Absent the management fee waivers, for the year ended December 31, 1997, the
Total Annual Expenses and the Management and Portfolio  Administration  Fees would have been as follows:  Zero Coupon Fund - 2000,
 .63% and .60%;  Zero  Coupon  Fund - 2005,  .65% and .62%;  and Zero  Coupon  Fund - 2010,  .65% and .62%.  There  were no expense
reimbursements during 1997 for the Zero Coupon Funds. 
</FN>
</TABLE>
    
The purpose of this Fee Table is to help you  understand the costs of investing,
directly or indirectly, in the Contract.

   
The Fee Table reflects the 1997 expenses of the Separate  Account as well as the
Portfolios. The examples below should not be considered a representation of past
or future expenses. Actual expenses may be greater or less than those shown. The
$30 contract maintenance charge is included in the Examples as a prorated charge
of $1. Since the average  Contract  size is greater  than  $1,000,  the contract
maintenance  charge is reduced  accordingly.  Premium taxes are not reflected in
the tables. Premium taxes may apply. For additional information, see Section 5 -
"Expenses" and the Franklin Valuemark Funds prospectus.
    

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


                                                                                      1 Year    3 Years   5 Years  10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>      <C>       <C>       <C>
Capital Growth Fund ............................................................     $84      $125      $160      $270
Global Health Care Securities Fund*.............................................     $85      $127      $165      $279
Global Utilities Securities Fund ...............................................     $81      $116      $146      $242
Growth and Income Fund .........................................................     $81      $116      $146      $241
High Income Fund ...............................................................     $82      $117      $148      $245
Income Securities Fund .........................................................     $81      $116      $146      $242
Money Market Fund ..............................................................     $82      $117      $148      $245
Mutual Discovery Securities Fund ...............................................     $87      $133      $175      $299
Mutual Shares Securities Fund ..................................................     $84      $126      $162      $273
Natural Resources Securities Fund ..............................................     $83      $122      $156      $261
Real Estate Securities Fund ....................................................     $82      $118      $148      $246
Rising Dividends Fund ..........................................................     $84      $124      $158      $266
Small Cap Fund .................................................................     $84      $125      $160      $270
Templeton Developing Markets Equity Fund .......................................     $90      $144      $192      $333
Templeton Global Asset Allocation Fund .........................................     $86      $130      $169      $287
Templeton Global Growth Fund ...................................................     $85      $128      $166      $281
Templeton Global Income Securities Fund ........................................     $82      $120      $152      $254
Templeton International Equity Fund ............................................     $85      $128      $166      $282
Templeton International Smaller Companies Fund .................................     $87      $133      $175      $299
Templeton Pacific Growth Fund ..................................................     $87      $132      $173      $296
U.S. Government Securities Fund ................................................     $81      $116      $146      $242
Value Securities Fund* .........................................................     $84      $126      $162      $274
Zero Coupon Fund - 2000++.......................................................     $80      $113      $141      $231
Zero Coupon Fund - 2005++.......................................................     $80      $113      $141      $231
Zero Coupon Fund - 2010++.......................................................     $80      $113      $141      $231
<FN>

*Estimated
++Calculated with waiver of fees

</FN>
</TABLE>
    

<TABLE>
<CAPTION>

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


                                                                                      1 Year    3 Years   5 Years  10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>       <C>      <C>       <C>
Capital Growth Fund ............................................................     $24       $74      $126      $270
Global Health Care Securities Fund* ............................................     $25       $76      $131      $279
Global Utilities Securities Fund ...............................................     $21       $65      $112      $242
Growth and Income Fund .........................................................     $21       $65      $112      $241
High Income Fund ...............................................................     $22       $66      $114      $245
Income Securities Fund .........................................................     $21       $65      $112      $242
Money Market Fund ..............................................................     $22       $66      $114      $245
Mutual Discovery Securities Fund ...............................................     $27       $82      $141      $299
Mutual Shares Securities Fund ..................................................     $24       $75      $128      $273
Natural Resources Securities Fund ..............................................     $23       $71      $122      $261
Real Estate Securities Fund ....................................................     $22       $67      $114      $246
Rising Dividends Fund ..........................................................     $24       $73      $124      $266
Small Cap Fund .................................................................     $24       $74      $126      $270
Templeton Developing Markets Equity Fund .......................................     $30       $93      $158      $333
Templeton Global Asset Allocation Fund .........................................     $26       $79      $135      $287
Templeton Global Growth Fund ...................................................     $25       $77      $132      $281
Templeton Global Income Securities Fund ........................................     $22       $69      $118      $254
Templeton International Equity Fund ............................................     $25       $77      $132      $282
Templeton International Smaller Companies Fund .................................     $27       $82      $141      $299
Templeton Pacific Growth Fund ..................................................     $27       $81      $139      $296
U.S. Government Securities Fund ................................................     $21       $65      $112      $242
Value Securities Fund* .........................................................     $24       $75      $128      $274
Zero Coupon Fund - 2000++.......................................................     $20       $62      $107      $231
Zero Coupon Fund - 2005++.......................................................     $20       $62      $107      $231
Zero Coupon Fund - 2010++.......................................................     $20       $62      $107      $231
<FN>

*Estimated

++Calculated with waiver of fees

</FN>
</TABLE>

See the Appendix for Accumulation Unit Values - Condensed Financial Information.
    


<PAGE>


1. THE VALUEMARK IV VARIABLE
ANNUITY CONTRACT

   
This  prospectus  describes  a variable  annuity  contract  with a Fixed  Option
offered by Allianz Life.
    

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

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

   
The  Contract  is called a variable  annuity  because  you can  choose  among 25
Portfolios and, depending upon market conditions,  you can make or lose money in
the Contract based on the Portfolios' investment performance. The Portfolios are
designed to offer a better  return than the Fixed Option,  however,  this is not
guaranteed.  If you select the variable  annuity  portion of the  Contract,  the
amount  of  money  you  are  able to  accumulate  in your  Contract  during  the
Accumulation Phase depends in large part upon the investment  performance of the
Portfolio(s)  you select.  The amount of the Annuity Payments you receive during
the Payout Phase from the variable  annuity portion of the Contract also depends
in large part upon the  investment  performance of the Portfolios you select for
the Payout Phase.

The Contract  also  contains a Fixed Option  (referred to in the Contract as the
"Fixed Account"). The Fixed Option offers an interest rate that is guaranteed by
Allianz Life for all deposits made within the twelve month period. This interest
rate is set monthly and is  guaranteed  for 12 months.  Allianz Life  guarantees
that the  interest  credited  to the Fixed  Option  will not be less than 3% per
year. If you select the Fixed  Option,  your money will be placed with the other
general assets of Allianz Life.
    

If you select the Fixed  Option,  the amount of money you are able to accumulate
in your Contract during the  Accumulation  Phase depends upon the total interest
credited to your Contract.

We will not make any changes to your Contract without your permission  except as
may be required by law.

Contract Owner

You, as the Contract Owner, have all the rights under the Contract. The Contract
Owner is as designated at the time the Contract is issued,  unless changed.  You
may change Contract Owners at any time. This may be a taxable event.  You should
consult with your tax adviser before doing this.

Joint Owner

   
The Contract can be owned by Joint Owners. Any Joint Owner must be the spouse of
the other Contract Owner (except in Pennsylvania,  Oregon and New Jersey).  Upon
the  death  of  either  Joint  Owner,  the  surviving  Joint  Owner  will be the
designated  Beneficiary.  Any  other  Beneficiary  designation  at the  time the
Contract  was  issued or as may have been  later  changed  will be  treated as a
contingent Beneficiary unless otherwise indicated.
    

Annuitant

The Annuitant is the natural person on whose life we base Annuity Payments.  You
name an  Annuitant.  You may change the  Annuitant at any time before the Income
Date  unless  the  Contract  is  owned  by  a  non-individual  (for  example,  a
corporation).

Beneficiary

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

Assignment

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

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

2. ANNUITY PAYMENTS
(THE PAYOUT PHASE)

You can receive  regular  monthly income  payments under your Contract.  You can
choose the month and year in which those payments  begin.  We call that date the
Income Date. Your Income Date must be the first day of a calendar month and must
be at least 2 years after you buy the Contract. You can also choose among income
plans. We call those Annuity Options.

   
We ask you to choose your Income Date when you  purchase the  Contract.  You can
change it at any time before the Income Date with 30 days notice to us.  Annuity
Payments  must begin by the  Annuitant's  85th  birthday or 10 years (5 years in
Pennsylvania)  from the date the Contract was issued,  whichever is later.  This
limitation  may not apply when the Contract is issued to a charitable  remainder
trust.  You (or someone you designate)  will receive the Annuity  Payments.  You
will receive tax reporting on those payments.

If you do not choose an Annuity  Option prior to the Income Date, we will assume
that  you  selected  Option  2 which  provides  a life  annuity  with 5 years of
guaranteed payments.

You may elect to receive your  Annuity  Payments as a variable  payout,  a fixed
payout,  or a  combination  of both.  Under a fixed  payout,  all of the Annuity
Payments will be the same dollar amount  (equal  installments).  If you choose a
variable  payout,  you can select from the available  Portfolios.  If you do not
tell us  otherwise,  your  Annuity  Payments  will be  based  on the  investment
allocations that were in place on the Income Date.

If you  choose  to have  any  portion  of your  Annuity  Payments  based  on the
investment  performance of the Portfolio(s),  the dollar amount of your payments
will depend upon three things: 1) the value of your Contract in the Portfolio(s)
on the Income Date, 2) the 5% assumed  investment rate used in the annuity table
for the Contract,  and 3) the performance of the Portfolio(s)  you selected.  If
the actual  performance  exceeds the 5% assumed rate, your Annuity Payments will
increase.
    

Similarly,  if the  actual  rate is less than 5%,  your  Annuity  Payments  will
decrease.

Annuity Options

You can choose one of the following  Annuity Options or any other Annuity Option
you want and that Allianz Life agrees to provide.  After Annuity Payments begin,
you cannot change the Annuity Option.

OPTION 1. LIFE ANNUITY. Under this option, we will make monthly Annuity Payments
so long as the  Annuitant is alive.  After the  Annuitant  dies,  we stop making
Annuity Payments.

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

   
OPTION 3.  JOINT AND LAST  SURVIVOR  ANNUITY.  Under this  option,  we will make
monthly  Annuity  Payments  during the joint  lifetime of the  Annuitant and the
joint Annuitant. When the Annuitant dies, if the joint Annuitant is still alive,
we will  continue  to make  Annuity  Payments,  so long as the  joint  Annuitant
continues  to live.  The  amount  of the  Annuity  Payments  we will make to the
Contract  Owner can be equal to 100%,  75% or 50% of the  amount  that was being
paid when both Annuitants were alive. The monthly Annuity Payments will end when
the last surviving Annuitant dies.

OPTION 4. JOINT AND LAST  SURVIVOR  ANNUITY  WITH 5, 10, 15 or 20 YEAR  PAYMENTS
GUARANTEED.  Under this option, we will make monthly Annuity Payments during the
joint  lifetime of the  Annuitant  and the joint  Annuitant.  When the Annuitant
dies,  if the joint  Annuitant is still alive,  we will continue to make Annuity
Payments,  so long as the surviving  Annuitant continues to live, at 100% of the
amount that was being paid when both were alive. If, when the last death occurs,
we have made Annuity Payments for less than the selected  guaranteed  period, we
will  continue to make Annuity  Payments to you or any person you  designate for
the  rest  of the  guaranteed  period.  If you do not  want to  receive  Annuity
Payments, you can ask us for a single lump sum.

OPTION 5. REFUND LIFE ANNUITY.  Under this option,  we will make monthly Annuity
Payments during the Annuitant's lifetime.  The last Annuity Payment will be made
before the Annuitant dies and if the value of the Annuity  Payments is less than
the value annuitized, then the Contract Owner will receive a refund as set forth
in the Contract.
    

3.  PURCHASE

Purchase Payments

   
A Purchase Payment is the money you invest in the Contract.  The minimum payment
Allianz   Life  will  accept  is  $5,000  when  the  Contract  is  bought  as  a
Non-Qualified Contract. If you enroll in the Automatic Investment Plan (which is
described  below),  your Purchase  Payment can be $2,000.  If you are buying the
Contract  as part of an IRA  (Individual  Retirement  Annuity),  401(k) or other
Qualified plan, the minimum amount we will accept is $2,000. The maximum we will
accept  without  our  prior  approval  is $1  million.  You can make  additional
Purchase  Payments of $250 (or as low as $100 if you have selected the Automatic
Investment  Plan) or more to either type of  Contract.  Allianz Life may, at its
sole discretion, waive the minimum payment requirements. We reserve the right to
decline any  Purchase  Payment.  At the time you buy the  Contract,  you and the
Annuitant  cannot be older than 85 years old.  This  product is not designed for
professional  market  timing  organizations,  other  entities,  or persons using
programmed, large or frequent transfers.
    

Automatic Investment Plan

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

Allocation of Purchase Payments

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

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

Free Look

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

Accumulation Units

   
The value of the portion of your Contract allocated to the Portfolios will go up
or down based upon the investment  performance of the  Portfolio(s)  you choose.
The value of your Contract will also depend on the expenses of the Contract.  In
order to keep track of the value of your Contract,  we use a measurement  called
an Accumulation Unit (which is like a share of a mutual fund). During the Payout
Phase of the Contract we call it an Annuity Unit.
    

Every business day we determine the value of an Accumulation Unit by multiplying
the Accumulation  Unit value for the previous period by a factor for the current
period. The factor is determined by:

   
1. dividing the value of a Portfolio Accumulation Unit at the end of the current
period by the value of a Portfolio  Accumulation  Unit for the previous  period;
and
    

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

The value of an Accumulation Unit may go up or down from day to day.

   
When you make a Purchase  Payment,  we credit your  Contract  with  Accumulation
Units for any portion of your  Purchase  Payment  allocated to a Portfolio.  The
number of  Accumulation  Units  credited is determined by dividing the amount of
the Purchase Payment  allocated to a Portfolio by the value of the corresponding
Accumulation Unit.
    

We  calculate  the value of each  Accumulation  Unit  after  the New York  Stock
Exchange closes each day and then credit your Contract.

Example:

On Wednesday we receive an additional  Purchase  Payment of $3,000 from you. You
have told us you want this to go to the  Growth and  Income  Fund.  When the New
York Stock Exchange closes on that Wednesday,  we determine that the value of an
Accumulation  Unit based on an  investment  in the  Growth  and  Income  Fund is
$12.50.  We then divide  $3,000 by $12.50 and credit your  Contract on Wednesday
night with 240 Accumulation Units.

4. INVESTMENT OPTIONS

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

   
The Contract offers 25 Portfolios of Franklin Valuemark Funds and a Fixed Option
of Allianz  Life.  Additional  Portfolios  may be  available  in the future.  IN
CALIFORNIA, THE GLOBAL HEALTH CARE SECURITIES FUND AND THE VALUE SECURITIES FUND
ARE NOT AVAILABLE UNTIL APPROVED BY THE CALIFORNIA INSURANCE DEPARTMENT.  (CHECK
WITH YOUR REGISTERED REPRESENTATIVE REGARDING AVAILABILITY.)
    

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

   
Franklin  Valuemark  Funds is the mutual fund  underlying  your  Contract.  Each
Portfolio  has  its own  investment  objective.  Investment  managers  for  each
Portfolio are listed in the table below and are as follows:  Franklin  Advisers,
Inc. (FA),  Franklin Advisory  Services,  Inc. (FAS),  Franklin Mutual Advisers,
Inc. (FMA),  Templeton Asset  Management Ltd. (TAM),  Templeton  Global Advisors
Limited (TGA), and Templeton  Investment Counsel,  Inc. (TIC).  Certain managers
have  retained  one or more  affiliated  subadvisers  to help  them  manage  the
Portfolios.

The following is a list of the Portfolios available under the Contract:
<TABLE>
<CAPTION>

                                              Investment
Available Portfolios                           Managers
- ------------------------------------------------------------------------------
<S>                                               <C>

Portfolio Seeking Stability
of Principal and Income
Money Market Fund ...........................     FA
Portfolios Seeking
Current Income
High Income Fund ............................     FA
Templeton Global Income Securities Fund .....     FA
U.S. Government Securities Fund .............     FA
Zero Coupon Funds - 2000, 2005, 2010 ........     FA
Portfolios Seeking
Growth and Income
Global Utilities Securities Fund
 (formerly, Utility Equity Fund) ............     FA
Growth and Income Fund ......................     FA
Income Securities Fund ......................     FA
Mutual Shares Securities Fund ...............     FMA
Real Estate Securities Fund .................     FA
Rising Dividends Fund .......................     FAS
Templeton Global Asset Allocation Fund ......     TGA
Value Securities Fund .......................     FAS
Portfolios Seeking
Capital Growth
Capital Growth Fund .........................     FA
Global Health Care Securities Fund ..........     FA
Mutual Discovery Securities Fund ............     FMA
Natural Resources Securities Fund ...........     FA
Small Cap Fund ..............................     FA
Templeton Developing Markets
 Equity Fund ................................     TAM
Templeton Global Growth Fund ................     TGA
Templeton International Equity Fund .........     FA
Templeton International Smaller
 Companies Fund .............................     TIC
Templeton Pacific Growth Fund ...............     FA
    

- --------------------------------------------------------------------------------
</TABLE>

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

Transfers

   
You can transfer money among the 25 Portfolios and/or the Fixed Option.  Allianz
Life  currently  allows you to make as many  transfers as you want to each year.
Allianz Life may change this  practice in the future.  However,  this product is
not designed for professional market timing organizations or other persons using
programmed,  large, or frequent transfers.  Such activity may be disruptive to a
Portfolio.  We  reserve  the  right to  reject  any  specific  Purchase  Payment
allocation or transfer  request from any person,  if in the Portfolio  managers'
judgment,  a Portfolio would be unable to invest  effectively in accordance with
its  investment  objectives  and policies,  or would  otherwise  potentially  be
adversely affected.

Your Contract  provides that you can make 3 transfers every year without charge.
However,  currently  Allianz Life  permits you to make 12  transfers  every year
without charge. We measure a year from the anniversary of the day we issued your
Contract. You can make a transfer to or from the Fixed Option and to or from any
Portfolio. If you make more than 12 transfers in a year, there is a transfer fee
deducted. The fee is $25 per transfer or, if less, 2% of the amount transferred.
The following applies to any transfer:

1. The minimum  amount  which you can transfer is $1,000 ($500 in New Jersey) or
your entire value in the Portfolio or Fixed Option.  This  requirement is waived
if the  transfer  is in  connection  with the Dollar Cost  Averaging  Program or
Flexible Rebalancing (which are described below).
    

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

   
3. Your request for a transfer  must  clearly  state which  Portfolio(s)  or the
Fixed Option is involved in the transfer.
    

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

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

6. During the Payout  Phase,  you may not make a transfer  from a fixed  Annuity
Option to a variable Annuity Option.

7. During the Payout  Phase,  you can make at least one transfer from a variable
Annuity Option to a fixed Annuity Option.


   
Allianz Life has reserved the right to modify the transfer provisions subject to
the guarantees described above and subject to applicable state law. 
    

You can make transfers by telephone.  We may allow you to authorize someone else
to make  transfers by telephone on your behalf.  If you own the Contract  with a
Joint Owner,  unless  Allianz Life is  instructed  otherwise,  Allianz Life will
accept  instructions  from either one of you.  Allianz Life will use  reasonable
procedures to confirm that instructions given to us by telephone are genuine. If
we do  not  use  such  procedures,  we may  be  liable  for  any  losses  due to
unauthorized or fraudulent instructions. Allianz Life tape records all telephone
instructions.


Dollar Cost Averaging Program

   
The Dollar Cost Averaging  Program allows you to  systematically  transfer a set
amount of money each month or quarter from any one Portfolio or the Fixed Option
to up to eight of the other  Portfolios.  By  allocating  amounts on a regularly
scheduled  basis,  as opposed to allocating  the total amount at one  particular
time, you may be less susceptible to the impact of market fluctuations.  You may
only participate in this program during the Accumulation Phase.

There are two Dollar Cost Averaging options. The first option is the Dollar Cost
Averaging  Fixed Option and it is available  for new  Contracts  and  additional
Purchase  Payments to new and  existing  Contracts  which will receive a special
fixed rate  guaranteed for one year by Allianz Life.  Dollar cost averaging will
take place over twelve months and requires a minimum  investment of $6,000.  The
Dollar Cost Averaging Fixed Option may not be available in your state.

The second option is the Standard Dollar Cost Averaging  option which requires a
$3,000  minimum  investment  and  participation  for at least six months (or two
quarters).

All Dollar Cost  Averaging  transfers  will be made on the 10th day of the month
unless that day is not a business  day. If it is not,  then the transfer will be
made the next business day. You may elect either program by properly  completing
the Dollar Cost Averaging form provided by Allianz Life.  The  Portfolio(s)  you
transfer from may not be the Portfolio(s) you transfer to in this program.

Your participation in the program will end when any of the following occurs: (1)
the number of desired transfers have been made; (2) you do not have enough money
in the  Portfolio(s)  or Fixed  Option to make the  transfer  (if less  money is
available,  that amount will be dollar cost  averaged and the program will end);
(3) you request to terminate the program (your request must be received by us by
the  first  of the  month to  terminate  that  month);  or (4) the  Contract  is
terminated.
    

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the program are not taken into account in  determining  any transfer  fee.
You may not  participate  in the Dollar  Cost  Averaging  Program  and  Flexible
Rebalancing at the same time.

Flexible Rebalancing

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

Voting Privileges

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

Substitution

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

5. EXPENSES

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

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

Insurance Charges

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

   
Mortality and Expense Risk Charge. During the Accumulation Phase, this charge is
equal,  on an annual basis,  to 1.34% of the average daily value of the Contract
invested in a Portfolio,  after the  deduction  of  expenses.  During the Payout
Phase,  the charge is equal,  on an annual basis,  to 1.25% of the average daily
value of the Contract invested in a Portfolio,  after the deduction of expenses.
This  charge  compensates  us for all the  insurance  benefits  provided by your
Contract  (for  example,  the guarantee of annuity  rates,  the death  benefits,
certain  expenses  related to the  Contract,  and for assuming the risk (expense
risk) that the current  charges will be  insufficient in the future to cover the
cost of  administering  the  Contract).  The amount of the mortality and expense
risk charge is less during the Payout Phase because  Allianz Life does not pay a
death benefit if you die during the Payout Phase.

Administrative  Charge. This charge is equal, on an annual basis, to .15% of the
average daily value of the Contract invested in a Portfolio, after the deduction
of expenses.  This charge,  together with the contract maintenance charge (which
is explained below), is for all the expenses  associated with the administration
of the Contract.  Some of these expenses  include:  preparation of the Contract,
confirmations,  annual reports and statements,  maintenance of contract records,
personnel  costs,  legal and  accounting  fees,  filing  fees,  and computer and
systems costs.
    

Contract Maintenance Charge

   
Every year on the anniversary of the date when your Contract was issued, Allianz
Life deducts $30 from your Contract as a contract  maintenance charge. (In South
Carolina, if your Contract is in force on the 20th Contract anniversary, we will
waive the  contract  maintenance  charge that is to be  deducted  after the 20th
Contract  anniversary.) This charge is for administrative  expenses (see above).
This charge can not be increased.

However,  during the  Accumulation  Phase,  if the value of your  Contract is at
least $50,000 when the deduction for the charge is to be made, Allianz Life will
not deduct this charge. If you own more than one Valuemark IV Contract,  Allianz
Life will determine the total value of all your  Valuemark IV Contracts.  If the
total  value of all  Valuemark  IV  Contracts  registered  under the same social
security  number is at least $50,000,  Allianz Life will not assess the contract
maintenance charge (except in New Jersey).  Currently, the charge is also waived
during the Payout  Phase if the value of your  Contract at the Income Date is at
least $50,000 (except in New Jersey).  If the Contract is owned by a non-natural
person  (e.g.,  a  corporation),  Allianz  Life  will look to the  Annuitant  to
determine if it will assess the charge.

If you make a complete  surrender from your Contract,  the contract  maintenance
charge  will  also  be  deducted.  During  the  Payout  Phase,  if the  contract
maintenance charge is deducted, the charge will be collected monthly out of each
Annuity Payment.
    

Contingent Deferred Sales Charge

Surrenders  may be subject to a contingent  deferred  sales  charge.  During the
Accumulation  Phase,  you can make surrenders  from your Contract.  Allianz Life
keeps  track of each  Purchase  Payment you make.  The amount of the  contingent
deferred  sales charge  depends upon how long Allianz Life has had your payment.
The charge is:

<TABLE>
<CAPTION>

   
                                   Contingent
               Years Since          Deferred
            Purchase Payment      Sales Charge
              ------------          --------
                  <S>                   <C>
                  0-1                   6%
                  1-2                   6%
                  2-3                   6%
                  3-4                   5%
                  4-5                   4%
                  5-6                   3%
                  6-7                   2%
                  7+                    0%
</TABLE>

However,  after Allianz Life has had a Purchase Payment for 7 full years,  there
is no charge when you  surrender  that  Purchase  Payment.  For  purposes of the
contingent deferred sales charge,  Allianz Life treats surrenders as coming from
the oldest Purchase Payments first.  Allianz Life does not assess the contingent
deferred  sales charge on any payments paid out as Annuity  Payments or as death
benefits. 

In the state of Washington,  the contingent deferred sales charge will be waived
beginning with the later of the first Contract  anniversary after your attaining
age 70 or the 10th Contract anniversary.
    

NOTE:  For tax purposes,  surrenders  are  considered to have come from the last
money you put into the Contract. Thus, for tax purposes, earnings are considered
to come out first.

   
FREE  SURRENDER  AMOUNT  (referred  to in sales  literature  as "15%  Withdrawal
Privilege")  - Each year after the first  Contract  year,  you can make multiple
surrenders up to 15% of the value of your  Contract and no  contingent  deferred
sales  charge will be deducted  from the 15% you take out.  (This  amount may be
increased  when  the  Contract  is  issued  to a  charitable  remainder  trust.)
Surrenders  in excess of that free  amount  will be  subject  to the  contingent
deferred sales charge.  If you do not surrender the full 15% in any one Contract
year, you may not carry over the remaining percentage amount to another year.
    

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

Waiver of Contingent Deferred
Sales Charge Benefits

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

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

   
These  benefits  vary from state to state or may not be available in your state.
(Check with your registered representative.)
    

Reduction or Elimination of the
Contingent Deferred Sales Charge

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

Transfer Fee

You can make 12 free  transfers  every  year.  We measure a year from the day we
issue your Contract. If you make more than 12 transfers a year, we will deduct a
transfer fee of $25 or 2% of the amount that is transferred,  whichever is less,
for  each  additional  transfer.  If the  transfer  is part of the  Dollar  Cost
Averaging Program or Flexible Rebalancing,  it will not count in determining the
transfer fee.

Premium Taxes

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

Income Taxes

   
Allianz Life reserves the right to deduct from the Contract for any income taxes
which it may incur  because  of the  Contract.  Currently,  Allianz  Life is not
making any such deductions.

Portfolio Expenses

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

6. TAXES


- --------------------------------------------------------------------------------
NOTE: ALLIANZ LIFE HAS PREPARED THE FOLLOWING  INFORMATION ON TAXES AS A GENERAL
DISCUSSION OF THE SUBJECT.  IT IS NOT INTENDED AS TAX ADVICE. YOU SHOULD CONSULT
YOUR OWN TAX ADVISER  ABOUT YOUR OWN  CIRCUMSTANCES.  ALLIANZ  LIFE HAS INCLUDED
ADDITIONAL   INFORMATION   REGARDING   TAXES  IN  THE  STATEMENT  OF  ADDITIONAL
INFORMATION.

Annuity Contracts in General

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

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

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

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

Qualified and Non-Qualified Contracts

If you purchase the Contract under a Qualified  plan,  your Contract is referred
to  as a  Qualified  Contract.  Examples  of  Qualified  plans  are:  Individual
Retirement Annuities (IRAs),  Tax-Sheltered  Annuities (sometimes referred to as
403(b)  contracts),  H.R. 10 Plans (sometimes  referred to as Keogh Plans),  and
pension and  profit-sharing  plans,  which include  401(k) plans.  If you do not
purchase the Contract under a Qualified  plan, your Contract is referred to as a
Non-Qualified Contract.

   
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.  You should consult a tax adviser prior to purchasing
more than one Non-Qualified annuity contract in any calendar year period.
    

Surrenders - Non-Qualified Contracts

If you make a surrender from your Contract,  the Code treats such a surrender as
first coming from earnings and then from your Purchase Payments.  In most cases,
such surrendered earnings are includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a tax penalty. The amount of the penalty
is equal to 10% of the amount that is includible in income. Some surrenders will
be exempt from the penalty.  They include any amounts:  (1) paid on or after the
taxpayer  reaches age 591/2;  (2) paid after you die;  (3) paid if the  taxpayer
becomes  totally  disabled (as that term is defined in the Code);  (4) paid in a
series of  substantially  equal payments made annually (or more  frequently) for
the  life or life  expectancy  of the  taxpayer;  (5) paid  under  an  immediate
annuity; or (6) which come from purchase payments made prior to August 14, 1982.

Surrenders - Qualified Contracts

The above  information  describing the taxation of Non-Qualified  Contracts does
not apply to Qualified Contracts.  There are special rules that govern Qualified
Contracts.  A more complete discussion of surrenders from Qualified Contracts is
contained in the Statement of Additional Information.

Surrenders - Tax-Sheltered Annuities

   
The Code limits the surrender of Purchase  Payments made by Contract Owners from
certain  Tax-Sheltered  Annuities.  Surrenders  can only be made when a Contract
Owner:  (1) reaches age 591/2;  (2) leaves  his/her job;  (3) dies;  (4) becomes
disabled (as that term is defined in the Code);  or (5) in the case of hardship.
However,  in the case of hardship,  the Contract  Owner can only  surrender  the
Purchase Payments and not any earnings.
    

Diversification

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

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

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

7. ACCESS TO YOUR MONEY

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

You can have access to the money in your Contract:

(1) by  making a  surrender  (either  a partial  or a total  surrender);  (2) by
receiving  Annuity  Payments;  or (3)  when a  death  benefit  is  paid  to your
Beneficiary. Surrenders can only be made during the Accumulation Phase.

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

   
Any partial surrender must be for at least $500 and, unless you instruct Allianz
Life  otherwise,  will be made  pro-rata from all the  Portfolios  and the Fixed
Option  you  selected.  Allianz  Life  requires  that  after  you make a partial
surrender the value of your Contract must be at least $2,000.
    

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

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

Systematic Withdrawal Program

   
If the value of your Contract is at least $25,000, Allianz Life offers a program
which  provides  automatic  monthly or quarterly  payments to you each year. The
total systematic  withdrawals  which you can make each year without Allianz Life
deducting a contingent  deferred  sales charge is limited to 15% of the value of
your  Contract  determined  on the  last  valuation  date  prior to the day your
request is received. You may surrender any amount you want under this program if
your payments are no longer subject to the contingent  deferred sales charge. If
you  make  surrenders  under  this  program,  you may not  also use the 15% free
surrender  amount that year. For a discussion of the  contingent  deferred sales
charge  and the 15% free  surrender  amount,  see  Section 5 -  "Expenses."  All
systematic  withdrawals will be made on the 9th day of the month unless that day
is not a  business  day.  If it is not,  then  the  surrender  will be made  the
previous business day.

INCOME TAXES AND TAX PENALTIES MAY APPLY TO SYSTEMATIC WITHDRAWALS.
    

Minimum Distribution Program

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

Suspension of Payments or Transfers

Allianz Life may be required to suspend or postpone  payments for  surrenders or
transfers for any period when:

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

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

   
3. an emergency  exists as a result of which disposal of the Portfolio shares is
not reasonably practicable or Allianz Life cannot reasonably value the Portfolio
shares;
    

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

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

8. PERFORMANCE

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

   
Allianz Life  periodically  advertises  performance of the various  Accumulation
Units.  Allianz Life will calculate  performance  by determining  the percentage
change in the value of an Accumulation Unit by dividing the increase  (decrease)
for that  unit by the value of the  Accumulation  Unit at the  beginning  of the
period. This performance number reflects the deduction of the insurance charges.
It may not reflect the deduction of any  applicable  contingent  deferred  sales
charge and contract maintenance charge. The deduction of any applicable contract
maintenance  charge and  contingent  deferred  sales  charges  would  reduce the
percentage increase or make greater any percentage  decrease.  Any advertisement
will also  include  average  annual  total  return  figures  which  reflect  the
deduction of the insurance  charges,  contract  maintenance  charge,  contingent
deferred sales charges and the expenses of the Portfolios. Allianz Life may also
advertise  cumulative  total  return  information.  Cumulative  total  return is
determined the same way except that the results are not annualized.  Performance
information  for the  underlying  Portfolios  may  also be  advertised;  see the
Franklin Valuemark Funds prospectus for more information.

Certain  Portfolios  have been in  existence  for some time and have  investment
performance  history.  However,  the Contracts  have been  available  only since
February 3, 1997. In order to demonstrate how the actual  investment  experience
of the Portfolios  may affect your  Accumulation  Unit values,  Allianz Life has
prepared  performance  information  which  can be  found  in the  SAI.  There is
performance  shown  which  is  based  on  the  historical   performance  of  the
Portfolios,  modified  to reflect  the  current  charges  and  expenses  of your
Contract as if the Contract had been in  existence  for the time periods  shown.
The  information is based upon the  historical  experience of the Portfolios and
does not represent past performance or predict future performance.
    

       

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

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

9. DEATH BENEFIT

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

Upon Your Death

If you die during the Accumulation Phase,  Allianz Life will pay a death benefit
to your Beneficiary (see below).  No death benefit is paid if you die during the
Payout Phase.

   
I. CONTRACTS THAT RECEIVE AN ENHANCED DEATH BENEFIT ENDORSEMENT

   Contracts that are owned individually,  or jointly with another person, or as
agent  for  an  individual  person,  will  receive  an  enhanced  death  benefit
endorsement. For these Contracts the death benefit will be the greater of (1) or
(2) below:

   (1) The current value of your Contract,  less any taxes owed.  This amount is
determined  as of the day that all claim proofs and payment  election  forms are
received at the Valuemark Service Center.

   (2) The  guaranteed  minimum  death  benefit (as  explained  below and in the
enhanced death benefit endorsement to your Contract), as of the day you die.

A. During the first year of all such Contracts and if you are age 76 or older at
the time of purchase, the following guaranteed minimum death benefit will apply:
o payments you have made, o less any money you have taken out,

           o less any  applicable  charges  paid on money  taken out, o less any
           premium taxes owed.

       B. After the first Contract  year, for Contracts  issued before your 76th
birthday,  and until you reach age 76,  the  greater of (a) or (b) below will be
your guaranteed minimum death benefit:

           a) 5% Increase
              o payments you have made,
              o less any money you have taken out,

              o less any  applicable  charges paid on money taken out, o plus 5%
              on each Contract anniversary, o less any premium taxes owed.

           b) Highest 6th Year Contract Value

              o highest Contract value on any six year Contract  anniversary,  o
              plus any payments made since that Contract anniversary, o less any
              money  you have  taken  out  since  that  anniversary,  o less any
              applicable charges paid on money taken out since that anniversary,
              o less any premium taxes owed.

       C.     After your 76th birthday,  the following  guaranteed minimum death
              benefit will apply: o your guaranteed minimum death benefit on the
              Contract  anniversary  prior  to your  76th  birthday,  o plus any
              payments you have made since then, o less any money you have taken
              out since then, o less any applicable  charges paid on money taken
              out since then, o less any premium taxes owed.

II. CONTRACTS THAT DO NOT RECEIVE AN ENHANCED DEATH BENEFIT ENDORSEMENT

For all Contracts that do not receive an enhanced death benefit endorsement, the
death benefit will be:

the  current  value of your  Contract,  less any  taxes  owed.  This  amount  is
determined  as of the day that all claim proofs and payment  election  forms are
received at the Valuemark Service Center.

III. ADDITIONAL PROVISIONS

If you have a Joint Owner,  the age of the oldest Contract Owner will be used to
determine the  guaranteed  minimum death benefit.  The guaranteed  minimum death
benefit will be reduced by any amounts  surrendered  after the date of death. If
the Contract is owned by a non-natural  person,  then all references to you mean
the Annuitant.

The death benefit provision  described above may not be available in your state.
If it is not  available,  the death  benefit  will be equal to the value of your
Contract  (less any premium taxes) on the close of the business day that Allianz
Life receives proof of the death and payment instructions.

In the case of Joint Owners,  if a Joint Owner dies,  the surviving  Joint Owner
will be  considered  the  Beneficiary.  Joint Owners must be spouses  (except in
Pennsylvania, Oregon and New Jersey).

A Beneficiary may request that the death benefit be paid in one of the following
ways:  (1)  payment of the entire  death  benefit  within 5 years of the date of
death;  or (2) payment of the death benefit under an Annuity  Option.  The death
benefit  payable  under an Annuity  Option  must be paid over the  Beneficiary's
lifetime or for a period not extending beyond the Beneficiary's life expectancy.
Payment must begin within one year of the date of death.  If the  Beneficiary is
the spouse of the Contract Owner,  he/she can choose to continue the Contract in
his/her own name at the then current  value,  or if greater,  the death  benefit
value.  If a lump sum  payment is elected  and all the  necessary  requirements,
including  any required tax consent from some states,  are met, the payment will
be made  within 7 days.  Payment of the death  benefit  may be  delayed  pending
receipt of any applicable tax consents and/or forms from a state.
    

If you (or any Joint  Owner) die  during  the  Payout  Phase and you are not the
Annuitant,  any payments which are remaining  under the Annuity Option  selected
will continue at least as rapidly as they were being paid at your death.  If you
die during the Payout Phase, the Beneficiary becomes the Contract Owner.

Death of Annuitant

If the Annuitant,  who is not a Contract  Owner or Joint Owner,  dies during the
Accumulation  Phase,  you can name a new  Annuitant.  If a new  Annuitant is not
named  within  30 days of the  death  of the  Annuitant,  you  will  become  the
Annuitant.  However,  if the Contract  Owner is a non-natural  person  (e.g.,  a
corporation),  then the death of the  Annuitant  will be treated as the death of
the Contract Owner, and a new Annuitant may not be named.

If the Annuitant dies after Annuity Payments have begun,  the remaining  amounts
payable,  if any, will be as provided for in the Annuity  Option  selected.  The
remaining amounts payable will be paid to the Contract Owner at least as rapidly
as they were being paid at the Annuitant's death.

10. OTHER INFORMATION

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

Allianz Life

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

The Separate Account

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

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

Distribution

NALAC Financial Plans, LLC (NFP), 1750 Hennepin Avenue,  Minneapolis,  MN 55403,
acts as the  distributor of the Contracts.  NFP is a wholly-owned  subsidiary of
Allianz Life. NFP has subcontracted  with Franklin Advisers,  Inc.  ("Advisers")
for it and/or certain of its  affiliates to provide  certain  marketing  support
services and NFP compensates these entities for their services.

   
Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers  will  be paid  commissions  up to  6.0%  of  Purchase  Payments.
Sometimes,  Allianz Life enters into an agreement with the  broker-dealer to pay
the  broker-dealer  commissions  as a  combination  of a  certain  amount of the
commission at the time of sale and a trail commission  (which when totaled could
exceed 6% of Purchase Payments).  In addition,  Allianz Life and Advisers and/or
its affiliates may pay certain  sellers for other services not directly  related
to the sale of the Contracts  (such as special  marketing  support  allowances).
Commissions may be recovered from a broker-dealer  if a surrender  occurs within
12 months of a Purchase Payment.
    

Administration

Allianz Life has hired Delaware Valley  Financial  Services,  Inc.  (DVFS),  300
Berwyn Park, Berwyn,  Pennsylvania,  to perform certain administrative  services
regarding the Contracts.  The  administrative  services  include issuance of the
Contracts and maintenance of Contract Owner's records.

Financial statements

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



APPENDIX

       

   
Condensed Financial Information

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

The table below includes accumulation unit values for the period indicated.**

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


<TABLE>
<CAPTION>

(Number of units in thousands)

                                             Period from
                                            Inception to
Sub-Accounts:                               Dec. 31, 1997

- -------------------------------------------------------------------------------
<S>                                             <C>

Capital Growth
Unit value at beginning of period............   $11.247
Unit value at end of period..................   $13.110
Number of units outstanding at end of period.     1,957
Global Health Care Securities**
Unit value at beginning of period............        NA
Unit value at end of period..................        NA
Number of units outstanding at end of period.        NA
Global Utilities Securities*
Unit value at beginning of period............   $20.526
Unit value at end of period..................   $25.635
Number of units outstanding at end of period.       310
Growth and Income
Unit value at beginning of period............   $19.351
Unit value at end of period..................   $24.354
Number of units outstanding at end of period.     2,376
High Income
Unit value at beginning of period............   $19.237
Unit value at end of period..................   $21.141
Number of units outstanding at end of period.     2,202
Income Securities
Unit value at beginning of period............   $21.554
Unit value at end of period..................   $24.864
Number of units outstanding at end of period.     2,094
Money Market
Unit value at beginning of period............   $13.266
Unit value at end of period..................   $13.756
Number of units outstanding at end of period.     3,214
Mutual Discovery Securities
Unit value at beginning of period............   $10.179
Unit value at end of period..................   $11.971
Number of units outstanding at end of period.     5,461
Mutual Shares Securities
Unit value at beginning of period............   $10.329
Unit value at end of period..................   $11.981
Number of units outstanding at end of period.    11,394
Natural Resources Securities
Unit value at beginning of period............   $14.364
Unit value at end of period..................   $11.466
Number of units outstanding at end of period.       304
Real Estate Securities
Unit value at beginning of period............   $23.499
Unit value at end of period..................   $27.944
Number of units outstanding at end of period.     1,217
</TABLE>



<TABLE>
<CAPTION>

(Number of units in thousands)

                                             Period from
                                            Inception to
Sub-Accounts:                               Dec. 31, 1997

- --------------------------------------------------------------------------------
<S>                                             <C>
Rising Dividends
Unit value at beginning of period............   $15.235
Unit value at end of period..................   $19.968
Number of units outstanding at end of period.     1,991
Small Cap
Unit value at beginning of period............   $12.899
Unit value at end of period..................   $14.923
Number of units outstanding at end of period.     2,965
Templeton Developing Markets Equity
Unit value at beginning of period............   $11.458
Unit value at end of period..................   $10.305
Number of units outstanding at end of period.     2,663
Templeton Global Asset Allocation
Unit value at beginning of period............   $12.495
Unit value at end of period..................   $13.752
Number of units outstanding at end of period.     1,008
Templeton Global Growth
Unit value at beginning of period............   $13.525
Unit value at end of period..................   $15.124
Number of units outstanding at end of period.     5,525
Templeton Global Income Securities
Unit value at beginning of period............   $16.661
Unit value at end of period..................   $16.821
Number of units outstanding at end of period.       393
Templeton International Equity
Unit value at beginning of period............   $16.010
Unit value at end of period..................   $17.617
Number of units outstanding at end of period.     3,122
Templeton International Smaller Companies
Unit value at beginning of period............   $11.138
Unit value at end of period..................   $10.809
Number of units outstanding at end of period.       792
Templeton Pacific Growth
Unit value at beginning of period............   $14.866
Unit value at end of period..................   $ 9.381
Number of units outstanding at end of period.       379
U.S. Government Securities
Unit value at beginning of period............   $16.533
Unit value at end of period..................   $17.805
Number of units outstanding at end of period.     1,359
Value Securities**
Unit value at beginning of period............        NA
Unit value at end of period..................        NA
Number of units outstanding at end of period.        NA

</TABLE>



<TABLE>
<CAPTION>

(Number of units in thousands)

                                             Period from
                                            Inception to
Sub-Accounts:                               Dec. 31, 1997

- --------------------------------------------------------------------------------
<S>                                             <C>
Zero Coupon 2000
Unit value at beginning of period............   $18.345
Unit value at end of period..................   $19.358
Number of units outstanding at end of period.        94
Zero Coupon 2005
Unit value at beginning of period............   $20.375
Unit value at end of period..................   $22.357
Number of units outstanding at end of period.       161
Zero Coupon 2010
Unit value at beginning of period............   $21.371
Unit value at end of period..................   $24.544
Number of units outstanding at end of period.       150
<FN>

*Prior to May 1, 1998, the Global Utilities Securities  Sub-Account was known as
the Utility Equity Sub-Account.

**The  Global  Health  Care  Securities  and the Value  Securities  Sub-Accounts
commenced operations May 1, 1998.

</FN>
</TABLE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
Insurance Company.................................    2
Experts ..........................................    2
Legal Opinions ...................................    2
Distributor ......................................    2
Reduction or Elimination of the
Contingent Deferred Sales Charge .................    2
Calculation of Performance Data ..................    2
Federal Tax Status ...............................    5
Annuity Provisions................................   10
Mortality and Expense Risk Guarantee .............   11
Financial Statements .............................   11
    
 

                                      PART B


                       STATEMENT OF ADDITIONAL INFORMATION
                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS

                                    issued by

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

   
                                   May 1, 1998
    

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)
342-3863.

THIS  STATEMENT OF ADDITIONAL  INFORMATION  AND THE  PROSPECTUS ARE DATED MAY 1,
1998, AND AS MAY BE AMENDED FROM TIME TO TIME.
    

Table of Contents

   
Contents                                          Page
Insurance Company ..............................     2
Experts ........................................     2
Legal Opinions .................................     2
Distributor ....................................     2
Reduction or Elimination of the
 Contingent Deferred Sales Charge ..............     2
Calculation of Performance Data ................     2
Federal Tax Status .............................     5
Annuity Provisions .............................    10
Mortality and Expense Risk Guarantee ...........    11
Financial Statements ...........................    11
    


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.

   
On May 1, 1998,  Allianz Life  Insurance  Company of North  America  ("Company")
contributed  initial  capital of $250,000 each to the Value  Securities Fund and
Global Health Care Securities Fund Sub-Accounts of Allianz Life Variable Account
B ("Variable  Account").  As of May 1, 1998,  the capital  contributed  to these
Sub-Accounts  by the  Company  represented  100%  of the  total  assets  of each
Sub-Account,  respectively. The Company currently intends to remove these assets
from the  Sub-Accounts on a prorata basis in proportion to money invested in the
Sub-Accounts by Contract Owners.
    

Experts

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

The financial statements of Allianz Life Variable Account B and the consolidated
financial  statements  of the  Insurance  Company  as of and for the year  ended
December 31, 1997 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

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

   
Blazzard, Grodd & Hasenauer, P.C., Westport,  Connecticut has provided advice on
certain  matters  relating  to the  federal  securities  and  income tax laws in
connection with the Contracts.
    

Distributor

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

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

Reduction or Elimination of the
Contingent Deferred Sales Charge

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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  may  be  reduced  or
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 waived. 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 Portfolios in sales literature,  advertisements,  personalized  hypothetical
illustrations,  and  Contract  Owner  communications.  Such  data  will show the
percentage  change in the value of an accumulation unit based on the performance
of a Portfolio  over a stated period of time which is determined by dividing the
increase (or decrease) in value for that unit by the accumulation  unit value at
the beginning of the period.

Any such  performance  data will include total return figures for the one, five,
and ten year (or since  inception)  time  periods  indicated.  Such total return
figures will reflect the deduction of a 1.34% Mortality and Expense Risk Charge,
a  0.15%  Administrative  Charge,  the  operating  expenses  of  the  underlying
Portfolios  and any  applicable  Contingent  Deferred  Sales Charge and Contract
Maintenance Charge ("Standardized Total Return").  The Contingent Deferred Sales
Charge and Contract  Maintenance  Charge  deductions are  calculated  assuming a
Contract is surrendered at the end of the reporting period.
    

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

                                P (1 + T)n = ERV

where:

P = a hypothetical initial payment of $1,000; T = average annual total return; n
= number of years;

ERV = ending  redeemable  value of a  hypothetical  $1,000  payment  made at the
beginning  of the  time  periods  used  at the  end of  such  time  periods  (or
fractional portion thereof).

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

   
Cumulative  total  return is  calculated  in a similar  manner,  except that the
results  are not  annualized.  Each  calculation  assumes  that no sales load is
deducted  from the initial  $1,000  payment at the time it is  allocated  to the
Portfolios and assumes that the income earned by the investment in the Portfolio
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
Portfolio'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 Portfolio's  investment securities.  The
fact that the Portfolio's current yield will fluctuate and that the principal is
not guaranteed  should be taken into  consideration  when using the  Portfolio'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 Portfolio,  and the
deduction of the Mortality and Expense Risk Charge,  the  Administrative  Charge
and Contract  Maintenance  Charge.  The effective  yield reflects the effects of
compounding  and  represents  an  annualization  of the current  return with all
dividends reinvested. (Effective yield = [(Base Period Return + 1)365/7] - 1.)

For the seven-day period ending on 12/31/97,  the Money Market Sub-Account had a
current yield of 3.79% and an effective  yield of 3.86%.  The yield  information
assumes that the Contract  Sub-Account was invested in the Money Market Fund for
the time period shown.  Other  Portfolios.  The Insurance Company may also quote
yield   in   sales   literature,   advertisements,   personalized   hypothetical
illustrations,  and Contract Owner communications for the other Portfolios. Each
Portfolio  (other than the Money Market Fund) will  publish  standardized  total
return information with any quotation of current yield.
    

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

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

where:

   
a = net investment income earned during the period by the Portfolio attributable
to shares owned by the Contract Sub-Account;
    

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

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

d = the  maximum  offering  price per  accumulation  unit on the last day of the
period.

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

Performance Ranking

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

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

Performance Information

   
Franklin  Valuemark  Funds - Existing  Portfolios.  The  Portfolios  of Franklin
Valuemark  Funds  have  been in  existence  for some  time  and have  investment
performance  history  (except  the  Global  Health  Care  Securities  and  Value
Securities Funds). In order to show how investment performance of the Portfolios
affects  accumulation  unit values,  the following  performance  information was
developed.

The chart below shows  accumulation  unit  performance  which  assumes  that the
accumulation units were invested in each of the Portfolios for the same periods.
The  performance  figures  in Column I  represent  performance  figures  for the
accumulation  units which  reflects the  deduction of the  Mortality and Expense
Risk  Charge,   Administrative   Charge,  and  the  operating  expenses  of  the
Portfolios.  Column II represents performance figures for the accumulation units
which reflects the the Mortality and Expense Risk Charge, Administrative Charge,
the Contract  Maintenance  Charge,  the operating expenses of the Portfolios and
assumes  that you  make a  surrender  at the end of the  period  (therefore  the
Contingent  Deferred  Sales  Charge is  reflected).  Past  performance  does not
guarantee future results.
    

Franklin Valuemark IV

   
Total Return for the periods ended December 31, 1997
<TABLE>
<CAPTION>
                                                   Column I                                 Column II
                                        ------------------------------           ------------------------------
                          Inception    One      Three     Five       Since      One      Three     Five       Since
Portfolio                   Date      Year      Years     Years    Inception   Year      Years     Years    Inception
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>          <C>       <C>        <C>       <C>       <C>       <C>       <C>        <C>
Capital Growth              5/1/96      16.56%    NA         NA        17.62%    10.46%    NA        NA         14.74%
Global Utilities
 Securities1               1/24/89      24.89%    19.50%     10.12%    11.10%    18.79%    18.21%     9.56%     11.03%
Growth and Income          1/24/89      25.86%    22.82%     14.22%    10.47%    19.76%    21.60%    13.73%     10.39%
High Income                1/24/89       9.90%    13.32%      9.83%     8.73%     3.80%    11.89%     9.27%      8.65%
Income Securities          1/24/89      15.36%    15.10%     10.48%    10.73%     9.26%    13.72%     9.93%     10.65%
Money Market+              1/24/89       3.69%     3.83%      2.96%     3.63%    -2.41%     2.13%     2.24%      3.54%
Mutual Discovery
 Securities                11/8/96      17.60%    NA         NA        17.01%    11.50%    NA        NA         12.47%
Mutual Shares
 Securities                11/8/96      15.99%    NA         NA        17.09%     9.89%    NA        NA         12.56%
Natural Resources
 Securities                1/24/89     -20.17%    -6.22%      4.07%     1.54%   -26.27%    -8.30%     3.41%      1.46%

</TABLE>

Franklin Valuemark IV (cont.)

<TABLE>
<CAPTION>
                                                   Column I                                 Column II
                                        ------------------------------           ------------------------------
                          Inception    One      Three     Five       Since      One      Three     Five       Since
Portfolio                   Date      Year      Years     Years    Inception   Year      Years     Years    Inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>          <C>       <C>        <C>       <C>       <C>       <C>       <C>        <C>
Real Estate Securities     1/24/89      18.91%    21.68%     16.45%    12.18%    12.81%    20.43%    16.00%     12.10%
Rising Dividends           1/27/92      31.06%    27.02%     13.00%    12.37%    24.96%    25.88%    12.48%     12.03%
Small Cap                  11/1/95      15.69%    NA         NA        20.29%     9.59%    NA        NA         18.25%
Templeton Developing
 Markets Equity            3/15/94     -10.07%     2.94%     NA         0.79%   -16.17%     1.21%    NA         -0.42%
Templeton Global
 Asset Allocation           5/1/95      10.06%    NA         NA        12.67%     3.96%    NA        NA         10.98%
Templeton Global
 Growth                    3/15/94      11.82%    14.06%     NA        11.50%     5.72%    12.64%    NA         10.57%
Templeton Global
 Income Securities         1/24/89       0.96%     7.20%      5.80%     5.99%    -5.14%     5.61%     5.16%      5.91%
Templeton
 International Equity      1/27/92      10.04%    13.25%     12.83%    10.02%     3.94%    11.82%    12.33%      9.66%
Templeton International
 Smaller Companies          5/1/96      -2.96%    NA         NA         4.77%    -9.06%    NA        NA          1.67%
Templeton Pacific
 Growth                    1/27/92     -36.90%    -9.77%     -0.77%    -1.07%   -43.00%   -12.00%    -1.57%     -1.62%
U.S. Government
 Securities                3/14/89       7.69%     8.96%      5.63%     6.77%     1.59%     7.42%     4.98%      6.69%
Zero Coupon - 2000+        3/14/89       5.52%     8.17%      5.88%     7.79%    -0.58%     6.61%     5.25%      7.71%
Zero Coupon - 2005+        3/14/89       9.72%    11.76%      8.42%     9.57%     3.62%    10.30%     7.83%      9.49%
Zero Coupon - 2010+        3/14/89      14.85%    15.70%     10.92%    10.73%     8.75%    14.33%    10.38%     10.66%
<FN>

The Global Health Care Securities and the Value Securities Sub-Accounts commenced operations on May 1, 1998.

1Prior to May 1, 1998, the Global Utilities Securities Sub-Account was known as the Utility Equity Sub-Account.

+Calculated with waiver of fees.

</FN>
</TABLE>
Federal 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 Portfolios 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 includable in the gross income
of the Contract Owner are subject to federal income tax withholding.  Generally,
amounts are withheld from periodic payments at the same rate as wages and at the
rate of 10% from  non-periodic  payments.  However,  the Contract Owner, in most
cases,  may elect not to have taxes  withheld or to have  withholding  done at a
different rate.
    

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

   
Tax Treatment of Surrenders -
Non-Qualified Contracts

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

Qualified Plans

   
The  Contracts  offered by the  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  surrender
penalties and  restrictions  may apply to surrenders  from Qualified  Contracts.
(See "Tax Treatment of Surrenders - Qualified Contracts.")
    

a. H.R. 10 Plans

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

b. Tax-Sheltered Annuities

   
Section 403(b) of the Code permits the purchase of "tax-sheltered  annuities" by
public schools and certain charitable,  educational and scientific organizations
described in Section 501(c)(3) of the Code. These qualifying  employers may make
contributions  to the  Contracts  for  the  benefit  of  their  employees.  Such
contributions  are not  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 Surrenders - Qualified  Contracts" and  "Tax-Sheltered  Annuities -
Surrender  Limitations.")  Employee loans are not allowed under these Contracts.
Any employee  should  obtain  competent  tax advice as to the tax  treatment and
suitability of such an investment.
    

c. Individual Retirement Annuities

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

 Roth IRAs

Beginning in 1998,  individuals may purchase a new type of  non-deductible  IRA,
known as a Roth IRA.  Purchase  payments for a Roth IRA are limited to a maximum
of $2,000 per year. Lower maximum limitations apply to individuals with adjusted
gross  incomes  between  $95,000 and  $110,000 in the case of single  taxpayers,
between  $150,000  and  $160,000 in the case of married  taxpayers  filing joint
returns,  and  between $0 and  $10,000 in the case of married  taxpayers  filing
separately.  An overall $2,000 annual limitation  continues to apply to all of a
taxpayer's IRA contributions, including Roth IRA and non-Roth IRAs.

Qualified  distributions  from Roth IRAs are free from  federal  income  tax.  A
qualified  distribution requires that an individual has held the Roth IRA for at
least five years and, in addition,  that the  distribution  is made either after
the individual reaches age 591/2, on the individual's death or disability, or as
a qualified first-time home purchase, subject to a $10,000 lifetime maximum, for
the individual, a spouse, child, grandchild, or ancestor. Any distribution which
is not a  qualified  distribution  is taxable to the extent of  earnings  in the
distribution.  Distributions  are treated as made from  contributions  first and
therefore no distributions are taxable until distributions  exceed the amount of
contributions  to the  Roth  IRA.  The  10%  penalty  tax and  the  regular  IRA
exceptions  to the 10%  penalty tax apply to taxable  distributions  from a Roth
IRA.

Amounts may be rolled over from one Roth IRA to another  Roth IRA.  Furthermore,
an  individual  may make a rollover  contribution  from a non-Roth IRA to a Roth
IRA,  unless the  individual  has  adjusted  gross  income over  $100,000 or the
individual is a married taxpayer filing a separate  return.  The individual must
pay tax on any portion of the IRA being rolled over that represents  income or a
previously  deductible  IRA  contribution.  However,  for rollovers in 1998, the
individual may pay that tax ratably over the four taxable year period  beginning
with tax year 1998.

Purchasers  of Contracts to be qualified as a Roth IRA should  obtain  competent
tax advice as to the tax treatment and suitability of such an investment.
    

d. Corporate Pension and Profit-Sharing Plans

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

Tax Treatment of Surrenders -
Qualified Contracts

In the case of a surrender under a Qualified Contract,  a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.  Section  72(t) of the Code  imposes a 10%  penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Sections 401 (H.R. 10 and Corporate  Pension and
Profit-Sharing  Plans), 403(b) (Tax-Sheltered  Annuities) and 408(b) (Individual
Retirement Annuities).  To the extent amounts are not includible in gross income
because  they have been  properly  rolled over to an IRA or to another  eligible
Qualified  Plan, no tax penalty will be imposed.  The tax penalty will not apply
to the following distributions: (a) if distribution is made on or after the date
on which the Contract Owner or Annuitant (as applicable) reaches age 591/2 ; (b)
distributions  following  the  death  or  disability  of the  Contract  Owner or
Annuitant (as applicable) (for this purpose  disability is as defined in Section
72(m)(7) of the Code); (c) after separation from service, distributions that are
part of  substantially  equal periodic  payments made not less  frequently  than
annually for the life (or life  expectancy)  of the Contract  Owner or Annuitant
(as applicable) or the joint lives (or joint life expectancies) of such Contract
Owner or Annuitant (as  applicable) and his or her designated  beneficiary;  (d)
distributions to a Contract Owner or Annuitant (as applicable) who has separated
from service after he or she 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;  (g)  distributions  from an Individual
Retirement  Annuity  for the  purchase of medical  insurance  (as  described  in
Section  213(d)(1)(D)  of the  Code) for the  Contract  Owner or  Annuitant  (as
applicable)  and his or her  spouse  and  dependents  if the  Contract  Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks (this  exception no longer  applies after the Contract  Owner or Annuitant
(as applicable) has been  re-employed for at least 60 days);  (h)  distributions
from an  Individual  Retirement  Annuity  made to the  Owner  or  Annuitant  (as
applicable) to the extent such  distributions do not exceed the qualified higher
education  expenses (as defined in Section 72(t)(7) of the Code) of the Owner or
Annuitant (as  applicable) for the taxable year; and (i)  distributions  from an
Individual  Retirement  Annuity made to the Owner or Annuitant  (as  applicable)
which are qualified  first-time home buyer  distributions (as defined in Section
72(t)(8) of the Code).  The exceptions  stated in items (d) and (f) above do not
apply in the case of an Individual  Retirement Annuity.  The exception stated in
item (c) applies to an Individual  Retirement  Annuity  without the  requirement
that there be a separation from service.
    

Generally, distributions from a Qualified Plan must commence no later than April
1 of the  calendar  year  following  the  later  of:  (a) the year in which  the
employee  attains  age 701/2,  or (b) the  calendar  year in which the  employee
retires.  The date set forth in (b) does not apply to an  Individual  Retirement
Annuity.  Required  distributions  must be over a period not  exceeding the life
expectancy  of the  individual  or the joint lives or life  expectancies  of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.

Tax-Sheltered Annuities - Surrender Limitations

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

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

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, 1997,  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, 1997 are also included herein.
    








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

                              Financial Statements

                               December 31, 1997 

<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, 1997,  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, 1997,  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 30, 1998 
<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements 
 
Statements of Assets and Liabilities
December 31, 1997
(In thousands) 
<TABLE>
<CAPTION>
                                                                                                                 Mutual
                                                             Capital Growth and    High      Income     Money   Discovery
                                                             Growth    Income     Income   Securities  Market  Securities
                                                              Fund      Fund       Fund       Fund      Fund      Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>       <C>        <C>      <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Capital Growth Fund, 7,534 shares, cost $90,511            $101,106         -        -           -          -         -
  Growth and Income Fund, 57,806 shares, cost $857,189              - 1,214,494        -           -          -         -
  High Income Fund, 31,088 shares, cost $413,883                    -         -  449,526           -          -         -
  Income Securities Fund, 71,085 shares, cost $1,074,128            -         -        -   1,305,822          -         -
  Money Market Fund, 336,851 shares, cost $336,851                  -         -        -           -    336,851         -
  Mutual Discovery Securities Fund, 15,387 shares,
   cost $171,528                                                    -         -        -           -          -   187,264
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                            101,106 1,214,494  449,526   1,305,822    336,851   187,264
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities:
 Accrued mortality and expense risk charges - 
  Valuemark II & III                                               27        87       19          95         41        22
 Accrued mortality and expense risk charges - 
  Valuemark IV                                                      7         9        8           9          8        10
 Accrued administrative charges - Valuemark II & III                3        10        2          11          4         3
 Accrued administrative charges - Valuemark IV                      1         1        1           1          1         1
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                            38       107       30         116         54        36
- ---------------------------------------------------------------------------------------------------------------------------
      Net assets                                             $101,068 1,214,387  449,496   1,305,706    336,797   187,228
===========================================================================================================================
Contract owners' equity:
 Contracts in accumulation period - Valuemark II and III
  (notes 5 and 6)                                             $74,473 1,152,961  402,167   1,248,520    290,904   119,104
 Contracts in accumulation period - Valuemark IV 
  (notes 5 and 6)                                              25,654    57,877   46,545      52,069     44,200    65,375
 Contracts in annuity payment period (note 2)                     941     3,549      784       5,117      1,693     2,749
- ---------------------------------------------------------------------------------------------------------------------------
      Total contract owners' equity                          $101,068 1,214,387  449,496   1,305,706    336,797   187,228
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)

Statements  of Assets and  Liabilities (cont.)
December 31, 1997
(In thousands) 
<TABLE>
<CAPTION>
                                                             Mutual     Natural                                 Templeton
                                                             Shares    Resources Real Estate   Rising    Small  Developing
                                                           Securities Securities  Securities  Dividends   Cap     Markets
                                                              Fund       Fund      Fund         Fund     Fund   Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>          <C>         <C>          <C>        <C>    <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Mutual Shares Securities Fund, 29,971 shares,
   cost $332,618                                            $365,047          -           -         -         -          -
  Natural Resources Securities Fund, 6,091 shares,
   cost $86,957                                                    -     69,494           -         -         -          -
  Real Estate Securities Fund, 16,146 shares,
   cost $285,681                                                   -          -     413,338         -         -          -
  Rising Dividends Fund, 36,047 shares, cost $433,623              -          -           -   709,415         -          -
  Small Cap Fund, 19,870 shares, cost $260,474                     -          -           -         -   299,049          -
  Templeton Developing Markets Equity Fund, 25,956 shares,
   cost $285,808                                                   -          -           -         -         -    267,090
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                           365,047     69,494     413,338   709,415   299,049    267,090
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities:
 Accrued mortality and expense risk charges -
  Valuemark II & III                                              34          8          32        55        38         38
 Accrued mortality and expense risk charges - 
  Valuemark IV                                                    15          6           7         8         8          7
 Accrued administrative charges - Valuemark II & III               3          0           4         7         5          4
 Accrued administrative charges - Valuemark IV                     2          1           1         1         1          1
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                           54         15          44        71        52         50
- ---------------------------------------------------------------------------------------------------------------------------
      Net assets                                            $364,993     69,479     413,294   709,344   298,997    267,040
===========================================================================================================================
Contract owners' equity:
 Contracts in accumulation period - Valuemark II and III
  (notes 5 and 6)                                           $224,796     65,992     378,751   667,473   253,045    237,895
 Contracts in accumulation period - Valuemark IV 
  (notes 5 and 6)                                            136,521      3,482      34,023    39,752    44,268     27,448
 Contracts in annuity payment period (note 2)                  3,676          5         520     2,119     1,684      1,697
- ---------------------------------------------------------------------------------------------------------------------------
      Total contract owners' equity                         $364,993     69,479     413,294   709,344   298,997    267,040
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)      

Statements  of Assets and  Liabilities (cont.)
December 31, 1997
(In thousands) 
<TABLE>
<CAPTION>
                                                                                                     Templeton
                                                      Templeton  Templeton  Templeton    Templeton International Templeton
                                                    Global Asset  Global  Global Income International Smaller     Pacific
                                                     Allocation   Growth   Securities     Equity     Companies    Growth
                                                        Fund       Fund       Fund         Fund        Fund        Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>        <C>        <C>          <C>          <C>          <C>
Investments at net asset value:
 Franklin Valuemark Funds:
   Templeton Global Asset Allocation Fund,
    6,359 shares, cost $76,064                         $87,244          -           -             -          -           -
   Templeton Global Growth Fund,
    46,780 shares, cost $563,961                             -    717,610           -             -          -           -
   Templeton Global Income Securities Fund,
    12,852 shares, cost $163,473                             -          -     166,686             -          -           -
   Templeton International Equity Fund, 67,492 shares,
    cost $903,141                                            -          -           -     1,087,967          -           -
   Templeton International Smaller Companies Fund,
    2,751 shares, cost $30,874                               -          -           -             -     30,317           -
   Templeton Pacific Growth Fund,
    16,525 shares, cost $222,301                             -          -           -             -          -     153,352
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                      87,244    717,610     166,686     1,087,967     30,317     153,352
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities:
 Accrued mortality and expense risk charges -
  Valuemark II & III                                        21         76          10           107          6          16
 Accrued mortality and expense risk charges -
  Valuemark IV                                               6         11           5             9          6           5
 Accrued administrative charges - Valuemark II & III         2          9           1            12          1           2
 Accrued administrative charges - Valuemark IV               1          1           1             1          1           1
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                     30         97          17           129         14          24
- ---------------------------------------------------------------------------------------------------------------------------
      Net assets                                       $87,214    717,513     166,669     1,087,838     30,303     153,328
===========================================================================================================================
Contract owners' equity:
 Contracts in accumulation period - Valuemark II and III
 (notes 5 and 6)                                       $72,082    628,785     159,973     1,030,420     21,626     149,327
 Contracts in accumulation period - Valuemark IV
 (notes 5 and 6)                                        13,864     83,558       6,620        55,008      8,557       3,566
 Contracts in annuity payment period (note 2)            1,268      5,170          76         2,410        120         435
- ---------------------------------------------------------------------------------------------------------------------------
      Total contract owners' equity                    $87,214    717,513     166,669     1,087,838     30,303     153,328
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)      

Statements  of Assets and  Liabilities (cont.)
December 31, 1997
(In thousands) 
<TABLE>
<CAPTION>
                                                  U.S. Government  Utility      Zero        Zero        Zero        Total
                                                     Securities     Equity     Coupon      Coupon      Coupon        All
                                                        Fund         Fund   Fund - 2000  Fund - 2005  Fund - 2010   Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>            <C>       <C>           <C>         <C>          <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  U.S. Government Securities Fund,
   48,640 shares, cost $636,393                       $677,068            -         -           -            -
  Utility Equity Fund, 50,793 shares, cost $807,547          -    1,032,620         -           -            -
  Zero Coupon Fund - 2000, 5,951 shares, cost $83,601        -            -    90,103           -            -
  Zero Coupon Fund - 2005, 4,057 shares, cost $60,336        -            -         -      69,173            -
  Zero Coupon Fund - 2010, 4,369 shares, cost $67,935        -            -         -           -       77,903
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                     677,068    1,032,620    90,103      69,173       77,903   9,908,539
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities:
 Accrued mortality and expense risk charges -
  Valuemark II & III                                        28           61         8           6            6         841
 Accrued mortality and expense risk charges -
  Valuemark IV                                               7            5         5           5            4         170
 Accrued administrative charges - Valuemark II & III         2            7         1           3            3          99 
 Accrued administrative charges - Valuemark IV               1            1         1           1            1          24
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                     38           74        15          15           14       1,134
- ---------------------------------------------------------------------------------------------------------------------------
      Net assets                                      $677,030    1,032,546    90,088      69,158       77,889   9,907,405
===========================================================================================================================
Contract owners' equity:
 Contracts in accumulation period -
  Valuemark II and III (notes 5 and 6)                $652,317    1,022,994    88,260      65,573       74,199   9,081,637
 Contracts in accumulation period -
   Valuemark IV (notes 5 and 6)                         24,222        7,959     1,801       3,585        3,676     789,630
 Contracts in annuity payment period (note 2)              491        1,593        27           -           14      36,138
- ---------------------------------------------------------------------------------------------------------------------------
      Total contract owners' equity                   $677,030    1,032,546    90,088      69,158       77,889   9,907,405  
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)     

Statements  of Operations  
For the year ended December 31, 1997
(In thousands) 
<TABLE>
<CAPTION>
                                                                                                                 Mutual
                                                             Capital  Growth and   High      Income     Money   Discovery
                                                             Growth     Income    Income   Securities  Market  Securities
                                                              Fund       Fund      Fund       Fund      Fund      Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>        <C>       <C>       <C>        <C>      <C>
Investment income:
 Dividends reinvested in fund shares                      $    102      35,369    33,513     92,343    19,012        47
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges - Valuemark II & III       766      13,417     4,931     15,492     4,368     1,031
 Mortality and expense risk charges - Valuemark IV             124         301       255        277       287       371
 Administrative charges - Valuemark II & III                    92       1,610       592      1,859       524       124
 Administrative charges - Valuemark IV                          14          34        28         31        32        41
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                                           996      15,362     5,806     17,659     5,211     1,567
- ---------------------------------------------------------------------------------------------------------------------------
      Investment income (loss), net                           (894)     20,007    27,707     74,684    13,801    (1,520)
Realized  gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds            -      34,302     1,099     19,836         -         -
  Realized gains (losses) on sales of investments, net       2,092      23,907     9,848     24,687         -       591
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on investments, net            2,092      58,209    10,947     44,523         -       591
- ---------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)
 on investments                                              8,783     173,409       389     62,214         -    15,535
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net       10,875    231,618    11,336    106,737         -    16,126
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations       $ 9,981    251,625    39,043    181,421    13,801    14,606  
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)    

Statements of Operations (cont.) 
For the year ended December 31, 1997
(In thousands)   
<TABLE>
<CAPTION>
                                                             Mutual    Natural                                 Templeton
                                                             Shares   Resources Real Estate  Rising    Small   Developing
                                                           Securities Securities Securities Dividends   Cap      Markets
                                                              Fund      Fund      Fund       Fund       Fund  Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>        <C>        <C>        <C>       <C>      <C>
Investment income:
 Dividends reinvested in fund shares                     $       83      1,320    10,278      9,066      554      3,810
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges - Valuemark II & III      1,851      1,062     4,382      7,730    2,809      3,909
 Mortality and expense risk charges - Valuemark IV              705         19       189        188      237        158
 Administrative charges - Valuemark II & III                    222        127       526        928      337        469
 Administrative charges - Valuemark IV                           79          2        21         21       26         18
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                                          2,857      1,210     5,118      8,867    3,409      4,554
- ---------------------------------------------------------------------------------------------------------------------------
      Investment income (loss), net                          (2,774)       110     5,160        199   (2,855)      (744)
Realized  gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds             -          -     4,908     15,481    6,560      6,044
  Realized gains (losses) on sales of investments, net           65     (3,931)   11,421     28,364    9,696      5,228
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on
       investments, net                                          65     (3,931)   16,329     43,845   16,256     11,272
- ---------------------------------------------------------------------------------------------------------------------------
  Net change in unrealized appreciation
  (depreciation) on investments                              31,825    (14,906)   42,697    123,868   21,914    (46,160)
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net       31,890    (18,837)   59,026    167,713   38,170    (34,888)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                                            $29,116    (18,727)   64,186    167,912   35,315    (35,632) 
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)    

Statements of Operations (cont.) 
For the year ended December 31, 1997
(In thousands)   
<TABLE>
<CAPTION>
                                                                                                     Templeton
                                                      Templeton  Templeton  Templeton   Templeton  International Templeton
                                                    Global Asset  Global  Global Income International  Smaller    Pacific
                                                     Allocation   Growth    Securities     Equity     Companies   Growth
                                                        Fund       Fund       Fund         Fund         Fund       Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>      <C>          <C>           <C>          <C>
Investment income:
 Dividends reinvested in fund shares                    $1,445     10,484     13,072       30,398         147      5,370
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges - 
  Valuemark II & III                                       871      7,923      2,231       13,873         281      3,217
 Mortality and expense risk charges - Valuemark IV          81        454         41          335          51         22
 Administrative charges - Valuemark II & III               105        951        268        1,665          34        386
 Administrative charges - Valuemark IV                       9         51          5           38           6          2
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                                     1,066      9,379      2,545       15,911         372      3,627
- ---------------------------------------------------------------------------------------------------------------------------
      Investment income (loss), net                        379      1,105     10,527       14,487        (225)     1,743
Realized  gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds      417      3,495          -       46,610           -          -
  Realized gains (losses) on sales of investments, net     692      5,282      1,131       44,819         545     (6,660)
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on investments, net        1,109     8,777       1,131       91,429         545     (6,660)
- ---------------------------------------------------------------------------------------------------------------------------
  Net change in unrealized appreciation
   (depreciation) on investments                         4,962    58,155     (10,041)       1,618      (1,688)   (91,510)
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains (losses) and
       unrealized appreciation (depreciation)
       on investments, net                               6,071    66,932      (8,910)      93,047      (1,143)   (98,170)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations   $6,450    68,037       1,617      107,534      (1,368)   (96,427)
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)

Statements of Operations (cont.)
For the year ended December 31, 1997
(In thousands)   
<TABLE>
<CAPTION>
                                                 U.S. Government   Utility     Zero         Zero         Zero       Total
                                                    Securities     Equity     Coupon       Coupon       Coupon       All
                                                       Fund         Fund    Fund - 2000 Fund - 2005  Fund - 2010    Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>       <C>         <C>        <C>             <C>
Investment income:
 Dividends reinvested in fund shares                  $37,725       49,569       6,559      4,439       4,451      369,156
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges - 
  Valuemark II & III                                    8,500       12,391       1,195        852         879      113,961 
 Mortality and expense risk charges - 
  Valuemark IV                                            140           36          14         22          19        4,326
 Administrative charges - Valuemark II & III            1,020        1,487         143        102         105       13,676
 Administrative charges - Valuemark IV                     16            4           2          2           2          484
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                                    9,676       13,918       1,354         978      1,005      132,447
- ---------------------------------------------------------------------------------------------------------------------------
      Investment income (loss), net                    28,049       35,651       5,205       3,461      3,446      236,709
Realized  gains (losses) and unrealized appreciation
 (depreciation) on investments:
    Realized capital gain distributions on mutual funds     -       68,585         148          15         36      207,536
    Realized gains (losses) on sales of 
     investments, net                                   5,606       38,034       1,529       1,495      1,539      205,980
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on investments, net       5,606      106,619       1,677       1,510      1,575      413,516
- ---------------------------------------------------------------------------------------------------------------------------
  Net change in unrealized appreciation
   (depreciation) on investments                       17,549       76,100      (1,692)      1,476      5,123      479,620
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains (losses) and
       unrealized appreciation (depreciation) 
       on investments, net                             23,155      182,719         (15)      2,986      6,698      893,136
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                                      $51,204      218,370       5,190       6,447     10,144    1,129,845
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
 
Statements of Changes in Net Assets 
For the years ended  December  31, 1997 and 1996 
(In thousands)   
<TABLE>
<CAPTION>
                                          Adjustable U.S.
                                          Government Fund  Capital Growth Fund Growth and Income Fund  High Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                          1997      1996       1997     1996       1997      1996        1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>        <C>      <C>        <C>       <C>         <C>       <C>
Increase (decrease) in net assets:
 Operations:
   Investment income (loss), net          $ -      10,420      (894)    (187)     20,007     7,630      27,707    23,047
   Realized gains (losses)
    on investments, net                     -      (5,967)     2,092      24      58,209    86,540      10,947     9,464
   Net change in unrealized
    appreciation (depreciation)
    on investments                          -       1,206      8,783   1,811     173,409    13,214         389     8,973
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
       assets from operations               -       5,659      9,981   1,648     251,625   107,384      39,043    41,484
- ---------------------------------------------------------------------------------------------------------------------------
 Contract transactions -
 Valuemark II & III (note 5):
   Purchase payments                        -      26,642     11,652  13,726      50,544   134,960      22,772    51,687
   Transfers between funds                  -    (185,683)    18,490  28,227      23,747    35,764         310    30,106
   Surrenders and terminations              -     (20,600)    (5,581) (1,326)   (141,024) (111,266)    (59,371)  (43,860)
   Rescissions                              -        (559)      (159)   (185)       (922)   (2,911)       (602)     (691)
   Other transactions (note 2)              -          34        (89)     20         241       447         246        73
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
       assets resulting from contract
       transactions - Valuemark II & III    -    (180,166)    24,313  40,462     (67,414)   56,994    (36,645)    37,315
- ---------------------------------------------------------------------------------------------------------------------------
 Contract transactions -
 Valuemark IV (note 5):
   Purchase payments                        -           -     23,159       -      49,951         -     42,607          -
   Transfers between funds                  -           -      2,395       -       4,608         -      3,456          -
   Surrenders and terminations              -           -       (174)      -        (685)        -       (521)         -
   Rescissions                              -           -       (754)      -        (859)        -       (844)         -
   Other transactions (note 2)              -           -         38       -          51         -         21          -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
       assets resulting from contract
       transactions - Valuemark IV         -            -     24,664       -      53,066         -     44,719          -
Increase (decrease) in net assets          -     (174,507)    58,958  42,110     237,277   164,378     47,117     78,799
Net assets at beginning of year            -      174,507     42,110       -     977,110   812,732    402,379    323,580
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                $ -            -    101,068  42,110   1,214,387   977,110    449,496    402,379
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
 
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997 and 1996
(In thousands) 
<TABLE>
<CAPTION>
                                                                Investment Grade                          Mutual Discovery
                                    Income Securities Fund  Intermediate Bond Fund   Money Market Fund    Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                        1997       1996       1997      1996         1997     1996        1997     1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>        <C>      <C>        <C>       <C>         <C>       <C>
Increase (decrease) in net assets:
 Operations:
   Investment income (loss), net   $     74,684   44,974         -     6,095        13,801    14,651     (1,520)   (18)
    Realized gains (losses)
    on investments, net                  44,523    22,468         -     5,263             -         -        591      -
   Net change in unrealized
    appreciation (depreciation)
    on investments                       62,214    45,516         -    (8,886)            -         -     15,535    200
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
       assets from operations           181,421   112,958         -     2,472        13,801    14,651     14,606    182
- ---------------------------------------------------------------------------------------------------------------------------
 Contract transactions -
  Valuemark II & III (note 5):
   Purchase payments                    50,873   152,823         -    11,116        70,286   175,341     28,591  3,317
   Transfers between funds             (56,241)  (37,286)        -  (149,196)       (3,675)  (91,126)    74,361 12,081
   Surrenders and terminations        (169,518) (149,073)        -   (14,036)     (161,311) (120,353)    (7,182)  (506)
   Rescissions                          (1,451)   (3,237)        -      (275)       (2,246)   (2,971)      (510)     -
   Other transactions (note 2)             446       516         -        37           894       152         17      -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets resulting from
       contract transactions -
       Valuemark II & III             (175,891)  (36,257)        -  (152,354)      (96,052)  (38,957)    95,277 14,892
- ---------------------------------------------------------------------------------------------------------------------------
 Contract transactions -
 Valuemark IV (note 5):
   Purchase payments                    46,661         -         -         -        93,106         -     57,513      -
   Transfers between funds               3,254         -         -         -       (46,177)        -      6,028      -
   Surrenders and terminations            (443)        -         -         -        (3,086)        -       (520)     -
   Rescissions                          (1,143)        -         -         -          (918)        -       (763)     -
   Other transactions (note 2)               3         -         -         -           494         -         13      -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
       assets resulting from contract
       transactions - Valuemark IV      48,332         -         -         -        43,419         -     62,271      -
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets       53,862    76,701         -  (149,882)      (38,832)  (24,306)   172,154 15,074
Net assets at beginning of year      1,251,844 1,175,143         -   149,882       375,629   399,935     15,074      -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year           $1,305,706 1,251,844         -         -       336,797   375,629    187,228 15,074
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
 
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997 and 1996
(In thousands) 
<TABLE>
<CAPTION>
                                           Mutual Shares    Natural Resources      Real Estate
                                          Securities Fund    Securities Fund       Securities Fund   Rising Dividends Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                          1997     1996       1997      1996        1997     1996        1997     1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>        <C>      <C>        <C>       <C>         <C>       <C>
Increase (decrease) in net assets:
 Operations:
   Investment income (loss), net        ($2,774)    (34)        110     (162)      5,160     5,882         199   2,950
   Realized gains (losses)
    on investments, net                      65       -      (3,931)   5,476      16,329     2,738      43,845   9,161
   Net change in unrealized
    appreciation (depreciation)
    on investments                       31,825     604     (14,906)  (5,135)     42,697    58,128     123,868  84,727
- ---------------------------------------------------------------------------------------------------------------------------
   Net increase (decrease) in
    net assets from operations           29,116     570     (18,727)     179      64,186    66,748     167,912  96,838
- ---------------------------------------------------------------------------------------------------------------------------
 Contract transactions -
  Valuemark II & III (note 5):
   Purchase payments                     55,149   8,157       3,818   20,879      25,139    30,999      23,594  51,514
   Transfers between funds              136,704  18,952     (11,395)  (5,980)     28,062    27,778      20,217  24,084
   Surrenders and terminations          (12,002)   (537)     (9,401) (11,177)    (36,947)  (22,133)    (84,492)(49,247)
   Rescissions                             (558)      -         (67)    (321)       (342)     (204)       (422) (1,165)
   Other transactions (note 2)               11      (1)         26       38          89        13         537     111
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets resulting from
       contract transactions -
       Valuemark II & III               179,304  26,571     (17,019)   3,439      16,001    36,453     (40,566) 25,297
- ---------------------------------------------------------------------------------------------------------------------------
 Contract transactions -
  Valuemark IV (note 5):
   Purchase payments                    113,173       -       3,783        -      29,207         -      32,143       -
   Transfers between funds               18,844       -         290        -       2,787         -       5,752       -
   Surrenders and terminations           (1,198)      -          (6)       -        (354)        -        (409)      -
   Rescissions                           (1,424)      -         (94)       -        (517)        -        (624)      -
   Other transactions (note 2)               37       -           4        -          10         -           9       -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
       assets resulting from contract
       transactions - Valuemark IV      129,432       -       3,977        -      31,133         -      36,871       -
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets       337,852  27,141     (31,769)   3,618     111,320   103,201     164,217 122,135
Net assets at beginning of year          27,141       -     101,248   97,630     301,974   198,773     545,127 422,992
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year              $364,993  27,141      69,479  101,248     413,294   301,974     709,344 545,127
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
 
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997 and 1996
(In thousands) 
<TABLE>
<CAPTION>
                                                            Templeton Developing   Templeton Global        Templeton
                                           Small Cap Fund   Markets Equity Fund  Asset Allocation Fund Global Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1997    1996         1997     1996        1997    1996       1997     1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>        <C>      <C>        <C>       <C>         <C>       <C>
Increase (decrease) in net assets:
 Operations:
   Investment income (loss), net...       ($2,855)  (1,323)       (744)   (1,013)       379   (431)      1,105     843
   Realized gains (losses)
    on investments, net..............      16,256      806      11,272     5,139      1,109    168       8,777   8,526
   Net change in unrealized
    appreciation (depreciation)
    on investments....................     21,914   16,477     (46,160)   30,681      4,962  5,895      58,155  68,710
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets from operations........  35,315   15,960     (35,632)   34,807      6,450  5,632      68,037  78,079
- ---------------------------------------------------------------------------------------------------------------------------
 Contract transactions -
 Valuemark II & III (note 5):
   Purchase payments...............        29,239   51,827      29,184    54,987     11,196 19,536      58,703 139,155
   Transfers between funds.........        50,164   93,997       5,324    36,529      9,847 14,964       4,664  46,194
   Surrenders and terminations.....       (23,270)  (9,173)    (24,867)  (16,917)    (6,290)(2,138)    (46,883)(33,945)
   Rescissions.....................          (651)    (459)       (281)     (568)       (71)  (139)     (1,055) (1,728)
   Other transactions (note 2).....            71      166           2        27        186     28          54      27
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
      net assets resulting from
      contract transactions -
      Valuemark II & III................   55,553  136,358       9,362    74,058     14,868 32,251      15,483 149,703
- ---------------------------------------------------------------------------------------------------------------------------
 Contract transactions -
 Valuemark IV (note 5):
   Purchase payments...............        40,513        -      32,069         -     13,018      -      79,798       -
   Transfers between funds.........         2,867        -       2,442         -      1,126      -       5,848       -
   Surrenders and terminations.....          (266)       -        (253)        -       (107)     -        (652)      -
   Rescissions.....................          (589)       -        (302)        -       (260)     -      (1,079)      -
   Other transactions (note 2).....            26        -           8         -          2      -          12       -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
       assets resulting from contract
       transactions - Valuemark IV.......  42,551        -      33,964         -     13,779      -      83,927       -
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets..       133,419  152,318       7,694   108,865     35,097 37,883     167,447 227,782
Net assets at beginning of year....       165,578   13,260     259,346   150,481     52,117 14,234     550,066 322,284
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year..........      $298,997  165,578     267,040   259,346     87,214 52,117     717,513 550,066
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
 
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997 and 1996
(In thousands) 
<TABLE>
<CAPTION>
                                        Templeton Global  Templeton International Templeton International    Templeton
                                    Income Securities Fund     Equity Fund        Smaller Companies Fund Pacific Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                          1997     1996      1997       1996          1997    1996          1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>        <C>      <C>        <C>       <C>         <C>       <C>
Increase (decrease) in net assets:
 Operations:
   Investment income (loss), net...    $10,527   12,436      14,487    10,789         (225)   (95)         1,743   5,289
   Realized gains (losses)
    on investments, net..............    1,131    1,570      91,429    36,562          545     60         (6,660) 16,017
   Net change in unrealized
    appreciation (depreciation)
    on investments...................  (10,041)   1,397       1,618   129,022       (1,688) 1,131        (91,510)  8,976
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets from operations......  1,617   15,403     107,534   176,373       (1,368) 1,096        (96,427) 30,282
 Contract transactions -
  Valuemark II & III (note 5):
   Purchase payments...............      5,204   11,615      48,236   106,669        5,943  5,995          7,156  32,634
   Transfers between funds.........    (17,682) (19,697)    (33,305)   50,892        2,953  9,255        (55,954) (1,902)
   Surrenders and terminations.....    (27,867) (28,371)   (126,296)  (90,832)      (1,856)  (763)       (36,981)(37,424)
   Rescissions.....................       (283)    (174)     (1,041)   (1,605)         (91)   (46)          (144)   (382)
   Other transactions (note 2).....        193       49         282       416           32    (10)           398     108
- ---------------------------------------------------------------------------------------------------------------------------
   Net increase (decrease) in
    net assets resulting from
    contract transactions -
    Valuemark II & III................ (40,435) (36,578)   (112,124)   65,540        6,981 14,431        (85,525) (6,966)
 Contract transactions -
 Valuemark IV (note 5):
   Purchase payments...............      6,478        -      53,802         -        8,807      -          4,649       -
   Transfers between funds.........        316        -       2,916         -          531      -            622       -
   Surrenders and terminations.....        (83)       -        (259)        -         (128)     -            (98)      -
   Rescissions.....................       (207)       -        (629)        -          (50)     -            (52)      -
   Other transactions (note 2).....         15        -          15         -            3      -              -       -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
       assets resulting from contract
       transactions - Valuemark IV...... 6,519        -      55,845         -        9,163      -          5,121       -
Increase (decrease) in net assets..    (32,299) (21,175)     51,255   241,913       14,776 15,527       (176,831) 23,316
Net assets at beginning of year....    198,968  220,143   1,036,583   794,670       15,527      -        330,159 306,843
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year..........   $166,669  198,968   1,087,838 1,036,583       30,303 15,527        153,328 330,159
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
 
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997 and 1996
(In thousands) 
<TABLE>
<CAPTION>
                                    U.S. Government
                                    Securities Fund   Utility Equity Fund  Zero Coupon Fund - 2000  Zero Coupon Fund - 2005
- ---------------------------------------------------------------------------------------------------------------------------
                                    1997     1996       1997      1996          1997    1996            1997     1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>        <C>       <C>      <C>           <C>      <C>            <C>       <C>
Increase (decrease) in net assets:
 Operations:
   Investment income (loss), net $  28,049   28,207    35,651    43,207        5,205    4,403           3,461   2,728
   Realized gains (losses) on
    investments, net                 5,606    3,616   106,619    33,442        1,677    1,564           1,510     807
   Net change in unrealized 
    appreciation (depreciation) 
    on investments                  17,549  (18,709)   76,100   (17,145)      (1,692)  (4,982)          1,476  (4,814)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets from operations   51,204   13,114   218,370    59,504        5,190      985           6,447  (1,279)
- ---------------------------------------------------------------------------------------------------------------------------
 Contract transactions -
  Valuemark II & III (note 5):
   Purchase payments                23,060   42,193    14,377    56,194        1,290   12,076           1,695  10,095
   Transfers between funds         (47,874) 211,454  (131,387) (148,616)      (6,415)  (5,558)         (6,814) (2,776)
   Surrenders and terminations    (115,692) (82,684) (173,138) (174,285)     (15,927) (14,126)         (8,976) (5,726)
   Rescissions                        (756)    (717)     (730)     (734)         (43)    (214)             (1)   (158)
   Other transactions (note 2)         775      379       246       315          134       (3)              7     (14)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets resulting from
       contract transactions -
       Valuemark II & III         (140,487) 170,625  (290,632) (267,126)     (20,961)  (7,825)        (14,089)  1,421
- ---------------------------------------------------------------------------------------------------------------------------
 Contract transactions -
 Valuemark IV (note 5):
   Purchase payments                22,408        -     5,818         -        1,862        -           3,410       -
   Transfers between funds           1,524        -     1,246         -         (121)       -              34       -
   Surrenders and terminations        (132)       -       (70)        -           (7)       -             (10)      -
   Rescissions                        (527)       -       (60)        -            -        -             (68)      -
   Other transactions (note 2)          67        -         1         -            -        -               -       -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
       assets resulting from contract
       transactions - Valuemark IV  23,340        -     6,935         -        1,734        -           3,366       -
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets  (65,943) 183,739   (65,327) (207,622)     (14,037)  (6,840)         (4,276)    142
Net assets at beginning of year    742,973  559,234 1,097,873 1,305,495      104,125  110,965          73,434  73,292
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year         $677,030  742,973 1,032,546 1,097,873       90,088  104,125          69,158  73,434
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
 
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997 and 1996
(In thousands) 
<TABLE>
<CAPTION>
                                                            Zero Coupon Fund - 2010               Total All Funds
- ---------------------------------------------------------------------------------------------------------------------------
                                                              1997          1996              1997             1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>           <C>              <C>              <C>
Increase (decrease) in net assets:
 Operations:
   Investment income (loss), net                              $3,446        2,690             236,709         222,978
   Realized gains (losses) on investments, net                 1,575        3,429             413,516         246,873
   Net change in unrealized appreciation
   (depreciation) on investments                               5,123       (9,041)            479,620         407,956
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
       assets from operations                                 10,144       (2,922)          1,129,845         877,807
- ---------------------------------------------------------------------------------------------------------------------------
 Contract transactions - Valuemark II & III (note 5):
   Purchase payments                                           3,822       12,642             581,523       1,236,779
   Transfers between funds                                    (2,318)      (8,596)              1,783         (16,139)
   Surrenders and terminations                                (8,063)      (7,034)         (1,302,935)     (1,047,532)
   Rescissions                                                   (17)        (244)            (12,443)        (19,687)
   Other transactions (note 2)                                   (11)         (13)              4,787           2,915
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net assets resulting
       from contract transactions - Valuemark II & III        (6,587)      (3,245)           (727,285)        156,336
- ---------------------------------------------------------------------------------------------------------------------------
 Contract transactions - Valuemark IV (note 5):
   Purchase payments                                           3,098            -             767,033               -
   Transfers between funds                                       282            -              20,870               -
   Surrenders and terminations                                   (11)           -              (9,472)              -
   Rescissions                                                    (6)           -             (11,769)              -
   Other transactions (note 2)                                     -            -                 829               -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net assets resulting
       from contract transactions - Valuemark IV               3,363            -             767,491               -
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets                              6,920       (6,167)          1,170,051       1,034,143
Net assets at beginning of year                               70,969       77,136           8,737,354       7,703,211
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                                    $77,889       70,969           9,907,405       8,737,354
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements
December 31, 1997 
 

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. and its Templeton and Franklin affiliates, 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. Gains on the sale of fund shares are 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.

Two Fixed Account  investment options are available to deferred annuity contract
owners.  A Flexible Fixed Option is available to all deferred  annuity  contract
owners and a Dollar Cost Averaging  Option is available to Valuemark IV deferred
annuity contract owners. These accounts are comprised of equity and fixed income
investments  which  are  part  of  the  general  assets  of  Allianz  Life.  The
liabilities of the Fixed Accounts are part of the general obligations of Allianz
Life and are not included in the Variable Account.  The guaranteed  minimum rate
of return of the Fixed Accounts is 3%.

The Capital Growth Fund and Templeton  International Smaller Companies Fund were
added as  available  investment  options  on May 1, 1996.  The Mutual  Discovery
Securities  Fund and  Mutual  Shares  Securities  Fund were  added as  available
investment  options on November 8, 1996. The Investment Grade  Intermediate Bond
Fund and Adjustable  U.S.  Government  Fund were closed on October 25, 1996 when
shares of the U.S. Government Securities Fund were substituted for all shares of
both funds.

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
 

2. SIGNIFICANT ACCOUNTING POLICIES (cont.)

Investments (cont.)

On May 1, 1996,  the Global  Income  Fund name was changed to  Templeton  Global
Income  Securities  Fund.  The Precious  Metals Fund name was changed to Natural
Resources Securities Fund on May 1, 1997.

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.  The charge is equal, on an annual basis, to 1.25% of the daily net
assets of  Valuemark II and  Valuemark  III and 1.34% of the daily net assets of
Valuemark IV.

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 all  products
which comprise 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,  1997  and  1996  were  $4,561,683  and  $4,491,487,
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 Valuemark II
and  Valuemark III contracts and within seven years of the date of surrender for
Valuemark IV contracts.  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:

        Years Since                    Contingent Deferred Sales Charge
- --------------------------------------------------------------------------------
          Payment              Valuemark II      Valuemark III     Valuemark IV
- --------------------------------------------------------------------------------

            0-1                     5%                6%                6%
            1-2                     5%                5%                6%
            2-3                     4%                4%                6%
            3-4                     3%                3%                5%
            4-5                    1.5%              1.5%               4%
            5-6                     0%                0%                3%
            6-7                     0%                0%                2%
            7+                      0%                0%                0%

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

A Valuemark II or Valuemark III 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.

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
 

2. SIGNIFICANT ACCOUNTING POLICIES (cont.)

Contract Based Expenses (cont.)

A Valuemark IV deferred  annuity  contract  owner may make multiple  surrenders,
each year after the first  contract  year,  up to fifteen  percent  (15%) of the
contract  value 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, 1997 and 1996 were  $8,999,290
and $10,529,337, 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, 1997 and 1996 were $126,072 and $93,255, respectively.  Transfer charges are
reflected in the Statements of Changes in Net Assets as other transactions.  Net
transfers  from the Fixed  Accounts  for the year ended  December  31, 1997 were
$22,652,962.  Net transfers to the Fixed  Accounts were  $16,138,672  during the
year ended December 31, 1996.

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  Valuemark II and  Valuemark  III deferred  annuity  contracts,  a systematic
withdrawal  plan is  available  which  allows  an owner to  withdraw  up to nine
percent (9%) of purchase payments less prior surrenders  annually,  paid monthly
or  quarterly,  without  incurring  a  contingent  deferred  sales  charge.  The
systematic  withdrawal plan available to Valuemark IV deferred  annuity contract
owners  allows up to  fifteen  percent  (15%) of the  contract  value  withdrawn
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 for all deferred
annuity contracts.

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

Allianz Life provides  capital for the  establishment of new funds as investment
options  of the  Variable  Account.  There were no  capitalization  transactions
during the year ended December 31, 1997. The capitalization transactions were as
follows during the year ended December 31, 1996:
<TABLE>
<CAPTION>
                                                                 Capitalization    Date of    Market Value      Date of
Fund                                                                 Amount    Capitalization at Withdrawal   Withdrawal
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>         <C>             <C>  
Small Cap Fund                                                     $ 250,000       9/18/95      $ 313,250       5/29/96
Capital Growth Fund                                                $ 250,000       4/30/96      $ 281,250       11/7/96
Templeton International Smaller Companies Fund                     $ 250,000       4/30/96      $ 269,250       11/7/96
Mutual Discovery Securities Fund                                   $ 250,000       11/8/96      $ 252,250      12/23/96
Mutual Shares Securities Fund                                      $ 250,000       11/8/96      $ 255,750      12/23/96
</TABLE>

4. 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 (continued)
December 31, 1997 
 
5. CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (In thousands)

Transactions  in units for each fund for the years ended  December  31, 1997 and
1996 were as follows:
<TABLE>
<CAPTION>
                                    Adjustable          Growth                     Investment           Mutual     Mutual
                                        U.S    Capital    and    High    Income     Grade      Money  Discovery    Shares
                                    Government Growth   Income  Income Securities Intermediate Market Securities Securities
                                       Fund     Fund     Fund    Fund     Fund     Bond Fund    Fund     Fund       Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>       <C>      <C>     <C>    <C>           <C>     <C>        <C>

Valuemark II & III
 Accumulation units outstanding
  at December 31, 1995                14,600       -   46,893  18,756   59,309       9,692    31,040        -        -
 Contract transactions:
   Purchase payments                   2,202   1,261    7,454   2,862    7,457         719    13,261      327      797
   Transfers between funds           (15,066)  2,597    1,961   1,598   (1,819)     (9,490)   (6,879)   1,194    1,869
   Surrenders and terminations        (1,693)   (121)  (6,143) (2,446)  (7,308)       (905)   (9,147)     (50)     (53)
   Rescissions                           (46)    (17)    (163)    (38)    (159)        (18)     (226)       -        -
   Other transactions                      3       2       25       4       24           2        11        -        -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions    (14,600)  3,722    3,134   1,980   (1,805)     (9,692)   (2,980)   1,471    2,613
- --------------------------------------------------------------------------------------------------------------------------- 
Accumulation units outstanding
  at December 31, 1996                     -   3,722   50,027  20,736   57,504           -    28,060    1,471    2,613
===========================================================================================================================
 Contract transactions:
   Purchase payments                       -     948    2,362   1,153    2,205           -     5,065    2,480    4,911
   Transfers between funds                 -   1,469    1,043     (57)  (2,484)          -      (219)   6,648   12,308
   Surrenders and terminations             -    (445)  (6,436) (2,943)  (7,368)          -   (11,824)    (613)  (1,037)
   Rescissions                             -     (14)     (44)    (30)     (65)          -      (166)     (47)     (52)
   Other transactions                      -      (7)      10      12       19           -        66        1        1
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions          -   1,951   (3,065) (1,865)  (7,693)          -    (7,078)   8,469   16,131
- ---------------------------------------------------------------------------------------------------------------------------
 Accumulation units outstanding
  at December 31, 1997                     -   5,673   46,962  18,871   49,811           -    20,982    9,940   18,744
===========================================================================================================================
Valuemark IV
 Accumulation units outstanding
  at December 31, 1996                     -       -        -       -        -           -         -        -        -
 Contract transactions:
   Purchase payments                       -   1,839    2,241   2,100    2,022           -     6,870    5,050    9,998
   Transfers between funds                 -     188      200     168      140           -    (3,400)     518    1,620
   Surrenders and terminations             -     (13)     (29)    (25)     (19)          -      (225)     (43)    (101)
   Rescissions                             -     (60)     (38)    (42)     (49)          -       (67)     (65)    (126)
   Other transactions                      -       3        2       1        -           -        36        1        3
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions          -   1,957    2,376   2,202    2,094           -     3,214    5,461   11,394
- --------------------------------------------------------------------------------------------------------------------------- 
Accumulation units outstanding
  at December 31, 1997                     -   1,957    2,376   2,202    2,094           -     3,214    5,461   11,394
===========================================================================================================================
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
 
5. CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (In thousands) (cont.)
<TABLE>
<CAPTION>
                                Natural                             Templeton  Templeton  Templeton  Templeton    Templeton
                               Resource  Real Estate Rising  Small Developing Global Asset Global Global Income International
                              Securities Securities Dividends Cap    Markets   Allocation  Growth   Securities      Equity
                                 Fund      Fund       Fund   Fund  Equity Fund   Fund       Fund       Fund          Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                            <C>       <C>          <C>   <C>    <C>         <C>         <C>      <C>         <C>
Valuemark II & III
 Accumulation units outstanding
  at December 31, 1995           6,919    10,998     33,789   1,302   15,618      1,338     28,309      14,181     59,883
 Contract transactions:
   Purchase payments             1,298     1,562      3,849    4,358    5,057      1,657     11,183         740      7,288
   Transfers between funds        (484)    1,332      1,653    7,933    3,367      1,303      3,694      (1,254)     3,483
   Surrenders and terminations    (717)  (1,125)     (3,644)    (786)  (1,569)      (184)    (2,720)     (1,802)    (6,198)
   Rescissions                     (20)      (11)       (87)    (38)     (53)       (12)      (141)        (11)      (110)
   Other transactions                2         1          9       15        3          2          2           3         29
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions   79     1,759      1,780   11,482    6,805      2,766     12,018      (2,324)     4,492
- --------------------------------------------------------------------------------------------------------------------------- 
 Accumulation units outstanding
  at December 31, 1996           6,998    12,757     35,569   12,784   22,423      4,104     40,327      11,857     64,375
===========================================================================================================================
 Contract transactions:
   Purchase payments               276     1,023      1,368    2,180    2,264        819     3,970          314      2,786
   Transfers between funds        (861)    1,129      1,034    3,656      330        755       334       (1,058)    (1,782)
   Surrenders and terminations    (701)   (1,453)    (4,724)  (1,652)  (1,990)      (456)   (3,127)      (1,673)    (7,156)
   Rescissions                      (5)      (14)       (26)     (49)     (22)        (6)      (74)         (17)       (59)
   Other transactions                2         3         28        6        -         13         3           11         15
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       accumulation units resulting
       from contract
       transactions             (1,289)      688     (2,320)   4,141      582      1,125     1,106       (2,423)    (6,196)
- ---------------------------------------------------------------------------------------------------------------------------
 Accumulation units outstanding
  at December 31, 1997           5,709    13,445     33,249   16,925   23,005      5,229    41,433        9,434     58,179
===========================================================================================================================
Valuemark IV
 Accumulation units outstanding
  at December 31, 1996               -         -          -        -        -          -         -            -          -
  Contract transactions:
   Purchase payments               288     1,144      1,745    2,823    2,516        952     5,261          391      3,008
   Transfers between funds          23       106        299      198      190         82       375           19        162
   Surrenders and terminations       -       (13)       (21)     (18)     (21)        (8)      (42)          (5)       (14)
   Rescissions                      (7)      (20)       (33)     (40)     (23)       (18)      (70)         (13)       (35)
   Other transactions                -         -          1        2        1          -         1            1          1
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions  304     1,217      1,991    2,965    2,663      1,008     5,525          393      3,122
- ---------------------------------------------------------------------------------------------------------------------------
 Accumulation units outstanding
  at December 31, 1997             304     1,217      1,991    2,965    2,663      1,008     5,525          393      3,122
===========================================================================================================================
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 

 
5. CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (In thousands) (cont.)
<TABLE>
<CAPTION>
                                       Templeton
                                     International  Templeton     U.S.                Zero     Zero      Zero
                                        Smaller      Pacific   Government  Utility   Coupon   Coupon    Coupon    Total
                                       Companies     Growth    Securities  Equity     Fund-    Fund-     Fund      All
                                         Fund         Fund        Fund      Fund      2000     2005      2010     Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>         <C>        <C>        <C>     <C>       <C>      <C>   
Valuemark II & III
 Accumulation units outstanding
  at December 31, 1995                     -        22,483      34,313    66,669     6,066   3,504     3,437    489,099
 Contract transactions:
   Purchase payments                     568         2,196       2,609     2,847       672     513       618     83,355
   Transfers between funds               897           (62)     12,819    (7,585)     (308)   (139)     (403)     2,211
   Surrenders and terminations           (72)       (2,537)     (5,122)   (8,824)     (782)   (290)     (342)   (64,580)
   Rescissions                            (4)          (26)        (44)      (37)      (12)     (8)      (12)    (1,293)
   Other transactions                     (1)            7          23        16         -      (1)       (1)       180
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions      1,388          (422)     10,285   (13,583)     (430)     75      (140)    19,873
- ---------------------------------------------------------------------------------------------------------------------------
 Accumulation units outstanding
  at December 31, 1996                 1,388        22,061      44,598    53,086     5,636   3,579     3,297    508,972
===========================================================================================================================
 Contract transactions:
   Purchase payments                     517           501       1,363       663        69      83       177     37,497
   Transfers between funds               258        (4,037)     (2,875)   (6,159)     (341)   (328)     (113)     8,650
   Surrenders and terminations          (160)       (2,707)     (6,740)   (7,944)     (846)   (424)     (362)   (72,781)
   Rescissions                            (8)          (10)        (44)      (34)       (2)      -        (1)      (789)
   Other transactions                      3            25          45        11         7       -         -        274
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions        610        (6,228)     (8,251)  (13,463)   (1,113)   (669)     (299)   (27,149)
- ---------------------------------------------------------------------------------------------------------------------------
 Accumulation units outstanding
  at December 31, 1997                  1,998        15,833      36,347    39,623     4,523   2,910     2,998    481,823
===========================================================================================================================
Valuemark IV
 Accumulation units outstanding
  at December 31, 1996                      -             -           -         -         -       -         -          -
 Contract transactions:
   Purchase payments                     761           346       1,310       263       100     162       138     51,328
   Transfers between funds                46            47          84        53        (6)      2        12      1,126
   Surrenders and terminations           (11)          (10)         (8)       (3)        -       -         -       (629)
   Rescissions                            (4)           (4)        (31)       (3)        -      (3)        -       (751)
   Other transactions                      -             -           4         -         -       -         -         57
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions        792           379       1,359       310        94     161       150     51,131
- ---------------------------------------------------------------------------------------------------------------------------
 Accumulation units outstanding
  at December 31, 1997                   792           379       1,359       310        94     161       150     51,131
===========================================================================================================================
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
 
6. UNIT VALUES

A summary of accumulation  unit values and  accumulation  units  outstanding for
variable  annuity  contracts and the expense ratios,  including  expenses of the
underlying  funds, for each year of the five-year period ended December 31, 1997
follows:
<TABLE>
<CAPTION>
                                    Valuemark II & III                                     Valuemark IV
- --------------------------------------------------------------------------------------------------------------------------------
                     Accumulation                               Ratio of     Accumulation                              Ratio of
                        Units                                   Expenses       Units                                  Expenses
                      Outstanding  Accumulation  Net Assets    to Average    Outstanding  Accumulation  Net Assets    to Average
                     (in thousands) Unit Value  (in thousands) Net Assets* (in thousands)  Unit Value (in thousands) Net Assets*
- --------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>          <C>            <C>          <C>           <C>           <C>         <C>          <C>
Adjustable U.S. Government Fund
December 31,
 19961                10,926        $12.389      $135,355       1.99+%             -          $ -          $ -          - %
 1995                 14,600         11.951       174,507       1.99               -            -            -          -
 1994                 19,865         11.077       220,042       1.97               -            -            -          -
 1993                 24,975         11.254       281,061       1.98               -            -            -          -

Capital Growth Fund
December 31,
 1997                  5,673         13.130       74,473        2.17           1,957       13.110       25,654       2.26
 19962                 3,722         11.254       42,110        2.17+              -            -            -          -

Growth and Income Fund
December 31,
 1997                 46,962         24.551    1,152,961        1.89           2,376       24.354       57,877       1.98
 1996                 50,027         19.490      977,110        1.90               -            -            -          -
 1995                 46,893         17.310      812,732        1.92               -            -            -          -
 1994                 35,695         13.215      471,773        1.94               -            -            -          -
 1993                 24,719         13.677      338,082        1.98               -            -            -          -

High Income Fund
December 31,
 1997                 18,871         21.312      402,167        1.93           2,202        21.141       46,545      2.02
 1996                 20,736         19.375      402,379        1.94               -             -            -         -
 1995                 18,756         17.252      323,580        1.96               -             -            -         -
 1994                 15,679         14.608      229,026        2.00               -             -            -         -
 1993                 11,787         15.155      178,627        2.04               -             -            -         -

Income Securities Fund
December 31,
 1997                 49,811         25.065    1,248,520        1.90           2,094        24.864       52,069      1.99
 1996                 57,504         21.708    1,251,844        1.90               -             -            -         -
 1995                 59,309         19.785    1,175,143        1.91               -             -            -         -
 1994                 56,569         16.392      927,343        1.94               -             -            -         -
 1993                 38,967         17.734      691,056        1.96               -             -            -         -
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
  
6. UNIT VALUES (cont.)
<TABLE>
<CAPTION>
                                    Valuemark II & III                                     Valuemark IV
- --------------------------------------------------------------------------------------------------------------------------------
                     Accumulation                               Ratio of     Accumulation                              Ratio of
                        Units                                   Expenses       Units                                  Expenses
                      Outstanding  Accumulation  Net Assets    to Average    Outstanding  Accumulation  Net Assets    to Average
                     (in thousands) Unit Value  (in thousands) Net Assets* (in thousands)  Unit Value (in thousands) Net Assets*
- --------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>          <C>            <C>          <C>           <C>           <C>         <C>          <C>
Investment Grade Intermediate Bond Fund
December 31,
 19961                 8,323        $15.740       $131,012       2.00+%             -          $ -          $ -          -%
 1995                  9,692         15.463        149,882       2.01               -            -            -          -
 1994                  9,772         14.257        139,325       2.03               -            -            -          -
 1993                  7,677         14.389        110,466       2.06               -            -            -          -

Money Market Fund
December 31,
 1997                 20,982         13.865        290,904       1.85           3,214       13.756       44,200       1.94
 1996                 28,060         13.359        375,629       1.83               -            -            -          -
 1995                 31,040         12.883        399,935       1.80               -            -            -          -
 1994                 39,437         12.354        487,239       1.86               -            -            -          -
 1993                 10,247         12.066        123,639       2.06               -            -            -          -

Mutual Discovery Securities Fund
December 31,
 1997                  9,940         11.983        119,104       2.46           5,461       11.971       65,375       2.55
 19963                 1,471         10.180         15,074       2.77+              -            -            -          -

Mutual Shares Securities Fund
December 31,
 1997                 18,744         11.993        224,796       2.20          11,394       11.981      136,521       2.29
 19963                 2,613         10.330         27,141       2.40+              -           -             -          -

Natural Resources Securities Fund
December 31,
 1997                  5,709         11.559         65,992       2.09             304       11.466        3,482       2.18
 1996                  6,998         14.467        101,248       2.05               -            -            -          -
 1995                  6,919         14.109         97,630       2.06               -            -            -          -
 1994                  8,285         13.979        115,828       2.08               -            -            -          -
 1993                  4,685         14.464         67,770       2.08               -            -            -          -

Real Estate Securities Fund
December 31,
 1997                 13,445         28.169        378,751       1.94           1,217       27.944       34,023       2.03
 1996                 12,757         23.668        301,974       1.97               -            -            -          -
 1995                 10,998         18.073        198,773       1.99               -            -            -          -
 1994                 11,645         15.594        181,599       2.02               -            -            -          -
 1993                  5,589         15.369         85,896       2.07               -            -            -          -
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
 
6. UNIT VALUES (cont.)
<TABLE>
<CAPTION>
                                    Valuemark II & III                                     Valuemark IV
- --------------------------------------------------------------------------------------------------------------------------------
                     Accumulation                               Ratio of     Accumulation                              Ratio of
                        Units                                   Expenses       Units                                  Expenses
                      Outstanding  Accumulation  Net Assets    to Average    Outstanding  Accumulation  Net Assets    to Average
                     (in thousands) Unit Value  (in thousands) Net Assets* (in thousands)  Unit Value (in thousands) Net Assets*
- --------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>          <C>            <C>          <C>           <C>           <C>         <C>          <C>
Rising Dividends Fund
December 31,
 1997                 33,249        $20.074        $667,473       2.14%          1,991      $19.968      $39,752        2.23%
 1996                 35,569         15.303         545,127       2.16               -            -            -           -
 1995                 33,789         12.498         422,992       2.18               -            -            -           -
 1994                 28,778          9.769         281,145       2.20               -            -            -           -
 1993                 26,256         10.327         271,147       2.19               -            -            -           -

Small Cap Fund
December 31,
 1997                 16,925         14.952         253,045       2.17           2,965       14.923       44,268        2.26
 1996                 12,784         12.913         165,578       2.17               -            -            -           -
 19954                 1,302         10.146          13,260       2.30+              -            -            -           -

Templeton Developing Markets Equity Fund
December 31,
 1997                 23,005         10.340         237,895       2.82           2,663       10.305       27,448        2.91
 1996                 22,423         11.487         259,346       2.89               -            -            -           -
 1995                 15,618          9.582         150,481       2.81               -            -            -           -
 19945                 9,774          9.454          92,469       2.93+              -            -            -           -

Templeton Global Asset Allocation Fund
December 31,
 1997                  5,229         13.786          72,082       2.34           1,008       13.752       13,864        2.43
 1996                  4,104         12.514          52,117       2.26               -            -            -           -
 19956                 1,338         10.591          14,234       2.30+              -            -            -           -

Templeton Global Growth Fund
December 31,
 1997                 41,433         15.176         628,785       2.28           5,525       15.124       83,558        2.37
 1996                 40,327         13.560         550,066       2.33               -            -            -           -
 1995                 28,309         11.339         322,284       2.37               -            -            -           -
 19945                14,637         10.201         149,393       2.54+              -            -            -           -

Templeton Global Income Securities Fund
December 31,
 1997                  9,434         16.957         159,973       2.02             393       16.821        6,620        2.11
 1996                 11,857         16.781         198,968       2.01               -            -            -           -
 1995                 14,181         15.522         220,143       2.04               -            -            -           -
 1994                 16,855         13.726         231,368       2.11               -            -            -           -
 1993                 13,054         14.650         191,246       2.13               -            -            -           -
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
 
6. UNIT VALUES (cont.)
<TABLE>
<CAPTION>
                                    Valuemark II & III                                     Valuemark IV
- --------------------------------------------------------------------------------------------------------------------------------
                     Accumulation                               Ratio of     Accumulation                              Ratio of
                        Units                                   Expenses       Units                                  Expenses
                      Outstanding  Accumulation  Net Assets    to Average    Outstanding  Accumulation  Net Assets    to Average
                     (in thousands) Unit Value  (in thousands) Net Assets* (in thousands)  Unit Value (in thousands) Net Assets*
- --------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>          <C>            <C>          <C>           <C>           <C>         <C>          <C>
Templeton International Equity Fund
December 31,
 1997                 58,179        $17.711      $1,030,420       2.29%          3,122       $17.617      $55,008        2.38%
 1996                 64,375         16.081       1,036,583       2.29               -             -            -           -
 1995                 59,883         13.263         794,670       2.32               -             -            -           -
 1994                 60,464         12.161         735,339       2.39               -             -            -           -
 1993                 24,026         12.226         293,740       2.52               -             -            -           -

Templeton International Smaller Companies Fund
December 31,
 1997                  1,998         10.825          21,626       2.46             792        10.809        8,557        2.55
 19962                 1,388         11.145          15,527       2.18+              -             -            -           -

Templeton Pacific Growth Fund
December 31,
 1997                 15,833          9.431         149,327       2.43             379         9.381        3,566        2.52
 1996                 22,061         14.932         330,159       2.39               -             -            -           -
 1995                 22,483         13.630         306,843       2.41               -             -            -           -
 1994                 27,231         12.802         348,655       2.47               -             -            -           -
 1993                 14,240         14.233         202,676       2.54               -             -            -           -

U.S. Government Securities Fund
December 31,
 1997                 36,347         17.947         652,317       1.90           1,359         17.805       24,222       1.99
 1996                 44,598         16.650         742,973       1.91               -              -            -          -
 1995                 34,313         16.298         559,234       1.92               -              -            -          -
 1994                 36,490         13.835         504,837       1.93               -              -            -          -
 1993                 40,402         14.698         593,842       1.94               -              -            -          -

Utility Equity Fund
December 31,
 1997                 39,623         25.818       1,022,994       1.90             310         25.635        7,959       1.99
 1996                 53,086         20.654       1,097,873       1.90               -              -            -          -
 1995                 66,669         19.565       1,305,495       1.90               -              -            -          -
 1994                 70,082         15.104       1,058,531       1.92               -              -            -          -
 1993                 84,217         17.319       1,458,533       1.91               -              -            -          -
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
 
6. UNIT VALUES (cont.)
<TABLE>
<CAPTION>
                                    Valuemark II & III                                     Valuemark IV
- --------------------------------------------------------------------------------------------------------------------------------
                     Accumulation                               Ratio of     Accumulation                              Ratio of
                        Units                                   Expenses       Units                                  Expenses
                      Outstanding  Accumulation  Net Assets    to Average    Outstanding  Accumulation  Net Assets    to Average
                     (in thousands) Unit Value  (in thousands) Net Assets* (in thousands)  Unit Value (in thousands) Net Assets*
- --------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>          <C>            <C>          <C>           <C>           <C>         <C>          <C>
Zero Coupon Fund - 2000
December 31,
 1997                  4,523        $19.512      $  88,260       1.80%             94      $19.358       $1,801        1.89%
 1996                  5,636         18.475        104,125       1.80               -            -            -           -
 1995                  6,066         18.294        110,965       1.80               -            -            -           -
 1994                  4,953         15.373         76,140       1.80               -            -            -           -
 1993                  3,787         16.717         63,301       1.77               -            -            -           -

Zero Coupon Fund - 2005
December 31,
 1997                  2,910         22.532         65,573       1.80             161       22.357        3,585        1.89
 1996                  3,579         20.517         73,434       1.80               -            -            -           -
 1995                  3,504         20.914         73,292       1.80               -            -            -           -
 1994                  2,780         16.096         44,756       1.80               -            -            -           -
 1993                  2,020         18.050         36,469       1.77               -            -            -           -

Zero Coupon Fund - 2010
December 31,
 1997                  2,998         24.740         74,199       1.80             150       24.544        3,676        1.89
 1996                  3,297         21.522         70,969       1.80               -            -            -           -
 1995                  3,437         22.431         77,136       1.80               -            -            -           -
 1994                  2,589         15.930         41,255       1.80               -            -            -           -
 1993                  1,405         18.144         25,489       1.65               -            -            -           -

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






        ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES

                       Consolidated Financial Statements

                           December 31, 1997 and 1996

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
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 and subsidiaries as of December 31, 1997 and
1996, 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,
1997. 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, 1997
and 1996, and the results of their operations,  changes in stockholder's  equity
and cash flows for each of the years in the three-year period ended December 31,
1997, in conformity with generally accepted accounting principles.

                                          KPMG Peat Marwick LLP

Minneapolis, Minnesota
February 4, 1998
<PAGE>

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

Consolidated  Balance Sheets 
December 31, 1997 and 1996
(in thousands)

                                                                                                    1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>          <C>   
Assets
Investments:
 Fixed maturities, at market                                                                    $ 2,705,210   2,768,306
 Equity securities, at market                                                                       442,607     327,834
 Mortgage loans on real estate                                                                      318,683     245,559
 Certificates of deposit and short-term securities                                                  117,124     204,972
 Policy loans                                                                                         5,695     103,708
 Other invested assets                                                                               51,863      44,948
- ---------------------------------------------------------------------------------------------------------------------------
      Total investments                                                                           3,641,182   3,695,327
Cash                                                                                                 26,871      37,992
Accrued investment income                                                                            38,345      36,130
Receivables (net of allowance for uncollectible accounts of $3,122 in 1997 and $4,630 in 1996)      262,676     155,278
Reinsurance receivable:
 Funds held on deposit                                                                            1,145,210   1,101,716
 Recoverable on future policy benefit reserves                                                    1,120,663      48,909
 Recoverable on unpaid claims                                                                       219,443     142,199
 Receivable on paid claims                                                                           31,158      18,240
Deferred acquisition costs                                                                          927,080     863,338
Other assets                                                                                         34,475      26,052
Federal income tax recoverable                                                                       20,761      12,455
- ---------------------------------------------------------------------------------------------------------------------------
      Assets, exclusive of separate account assets                                                7,467,864   6,137,636
Separate account assets                                                                          10,756,929   9,520,561
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                                                              $18,224,793  15,658,197
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Financial  Statements (Continued)

Consolidated  Balance Sheets (cont.)
December 31, 1997 and 1996
(in thousands)
                                                                                                    1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>          <C>   
Liabilities:  
 Future benefit reserves:
  Life                                                                                          $ 1,297,269   1,204,633
  Annuity                                                                                         3,251,829   2,879,221
 Policy and contract claims                                                                         553,113     438,824
 Unearned premiums                                                                                   50,168      32,176
 Reinsurance payable                                                                                165,582      96,857
 Deferred income on reinsurance                                                                     150,526          0
 Deferred income taxes                                                                              228,861     150,760
 Accrued expenses                                                                                    93,341      84,254
 Commissions due and accrued                                                                         39,517      37,103
 Other policyholder funds                                                                            30,208      52,267
 Other liabilities                                                                                  389,858     147,364
- ---------------------------------------------------------------------------------------------------------------------------
      Liabilities, exclusive of separate account liabilities                                      6,250,272   5,123,459
 Separate account liabilities                                                                    10,756,929   9,520,561
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                                                          17,007,201  14,644,020
- ---------------------------------------------------------------------------------------------------------------------------
Stockholder's equity:
 Common stock, $1 par value, 20 million shares authorized, issued and outstanding                    20,000      20,000
 Preferred stock, $1 par value, cumulative, 200 million shares authorized,
  25 million shares issued and outstanding                                                           25,000      25,000
 Additional paid-in capital                                                                         407,088     407,088
 Net unrealized gain on investments net of deferred federal income taxes                            195,505     102,637
 Net unrealized Canadian currency loss                                                              (4,448)     (3,473)
 Retained earnings                                                                                  574,447     462,925
- ---------------------------------------------------------------------------------------------------------------------------
      Total stockholder's equity                                                                  1,217,592   1,014,177
Commitments and contingencies (notes 6 and 11)
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities and stockholder's equity                                                $18,224,793  15,658,197
===========================================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Financial  Statements (Continued)

Consolidated Statements of Income
Years ended December 31, 1997, 1996 and 1995
(in thousands)

                                                                                        1997        1996        1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>        <C>    
Revenue:
 Life insurance premiums                                                             $ 339,841      284,084    257,647
 Other life policy considerations                                                       83,816       85,747     93,158
 Annuity considerations                                                                219,262      170,656    147,112
 Accident and health premiums                                                          747,718      603,230    527,059
- ---------------------------------------------------------------------------------------------------------------------------
       Total premiums and considerations                                             1,390,637    1,143,717  1,024,976
 Premiums ceded                                                                        438,018      277,163    223,226
- ---------------------------------------------------------------------------------------------------------------------------
       Net premiums and considerations                                                 952,619      866,554    801,750
 Investment income, net                                                                162,350      222,622    201,158
 Realized investment gains, net                                                         61,488       28,561     29,202
 Other                                                                                  53,760        6,193     10,170
- ---------------------------------------------------------------------------------------------------------------------------
       Total revenue                                                                 1,230,217    1,123,930  1,042,280
- ---------------------------------------------------------------------------------------------------------------------------
Benefits and expenses:
 Life insurance benefits                                                               336,090      281,441    268,163
 Annuity benefits                                                                      206,189      153,238    145,636
 Accident and health insurance benefits                                                566,746      434,793    374,743
- ---------------------------------------------------------------------------------------------------------------------------
       Total benefits                                                                1,109,025      869,472    788,542
 Benefit recoveries                                                                    426,607      249,552    210,702
- ---------------------------------------------------------------------------------------------------------------------------
       Net benefits                                                                    682,418      619,920    577,840
 Commissions and other agent compensation                                              310,665      267,714    233,939
 General and administrative expenses                                                   106,744       99,018    115,419
 Taxes, licenses and fees                                                               20,605       19,959     17,672
 Increase in deferred acquisition costs, net                                           (63,742)     (36,344)   (28,552)
- ---------------------------------------------------------------------------------------------------------------------------
       Total benefits and expenses                                                   1,056,690      970,267    916,318
- ---------------------------------------------------------------------------------------------------------------------------
       Income from operations before income taxes                                      173,527      153,663    125,962
- ---------------------------------------------------------------------------------------------------------------------------
Income tax expense:
 Current                                                                                31,571       21,936     12,993
 Deferred                                                                               28,283       30,559     25,772
- ---------------------------------------------------------------------------------------------------------------------------
       Total income tax expense                                                         59,854       52,495     38,765
- ---------------------------------------------------------------------------------------------------------------------------
       Net income                                                                    $ 113,673      101,168     87,197
===========================================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Financial  Statements (Continued)

Consolidated  Statements of Stockholder's Equity
Years ended December 31, 1997, 1996 and 1995
(in thousands)
                                                                                        1997        1996        1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>          <C>         <C> 
Common stock:
 Balance at beginning and end of year                                                 $ 20,000       20,000     20,000
- ---------------------------------------------------------------------------------------------------------------------------
Preferred Stock:
 Balance at beginning of year                                                           25,000       25,000     40,000
 Redemption of stock during the year                                                         0            0    (15,000)
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                 25,000       25,000     25,000
- ---------------------------------------------------------------------------------------------------------------------------
Additional paid-in capital:
 Balance at beginning of year                                                          407,088      407,088    406,494
 Additional contribution from parent                                                         0            0        594
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                407,088      407,088    407,088
- ---------------------------------------------------------------------------------------------------------------------------
Net unrealized gain (loss) on investments:
 Balance at beginning of year                                                          102,637      139,204    (62,073)
 Net unrealized gain on securities transferred from held-to-maturity
  to available-for-sale classification, net of deferred federal income                       0            0      1,789
 Net unrealized gain (loss) during the year, net of deferred federal income taxes       92,868    (36,567)     199,488
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                195,505      102,637    139,204
- ---------------------------------------------------------------------------------------------------------------------------
Net unrealized Canadian currency loss:
 Balance at beginning of year                                                           (3,473)      (3,455)    (3,787)
 Net unrealized gain (loss) during the year, net of deferred federal income taxes         (975)         (18)       332
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                 (4,448)      (3,473)    (3,455)
- ---------------------------------------------------------------------------------------------------------------------------
Retained earnings:
 Balance at beginning of year                                                          462,925      363,357    278,811
 Net income                                                                            113,673      101,168     87,197
 Cash dividend to stockholder                                                           (2,151)      (1,600)    (2,651)
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                574,447      462,925    363,357
- ---------------------------------------------------------------------------------------------------------------------------
       Total stockholder's equity                                                   $1,217,592    1,014,177    951,194
===========================================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued)

Consolidated Statements of Cash Flows
Years ended December 31, 1997, 1996 and 1995
(in thousands) 
                                                                                        1997        1996        1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>          <C>         <C> 
Cash flows provided by (used in) operating activities:
 Net income                                                                          $ 113,673      101,168     87,197
- ---------------------------------------------------------------------------------------------------------------------------
  Adjustments to reconcile net income to net cash provided by
   (used in) operating activities:
   Realized investment gains, net                                                      (61,488)     (28,561)   (29,202)
   Deferred federal income tax expense                                                  28,283       30,559     25,772
   Charges to policy account balances                                                 (859,852)    (675,737)  (632,962)
   Interest credited to policy account balances                                        211,590      166,766    169,151
   Change in:
    Accrued investment income                                                           (2,215)         728     (2,072)
    Receivables                                                                       (107,398)     (30,578)   (13,300)
    Reinsurance receivables                                                         (1,644,423)    (119,384)  (190,953)
    Deferred acquisition costs                                                         (63,742)     (36,344)   (28,552)
    Future benefit reserves                                                          1,194,990       76,478     66,932
    Policy and contract claims and other policyholder funds                             92,230       37,055     25,116
    Unearned premiums                                                                   17,992       (2,005)    (6,195)
    Reinsurance payable                                                                 68,725       24,019     (8,669)
    Current tax recoverable                                                             (8,306)      (8,508)      (153)
    Accrued expenses and other liabilities                                              12,113       15,506     17,365
    Commissions due and accrued                                                          2,414       14,124     (1,211)
   Depreciation and amortization                                                       (13,312)     (25,874)   (23,391)
   Other, net                                                                               18       (1,568)       916
- ---------------------------------------------------------------------------------------------------------------------------
       Total adjustments                                                            (1,132,381)    (563,324)  (631,408)
       Net cash provided by (used in) operating activities                          (1,018,708)    (462,156)  (544,211)
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued)

Consolidated Statements of Cash Flows
Years ended December 31, 1997, 1996 and 1995
(in thousands) 
                                                                                        1997        1996        1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>          <C>         <C> 
Cash flows provided by (used in) operating activities                               (1,018,708)    (462,156)   (544,211)
Cash flows provided by (used in) investing activities:
 Purchase of fixed maturities, at market                                           $(1,748,950)  (1,324,676)(1,533,290)
 Purchase of equity securities                                                      (1,699,847)    (137,304)  (166,701)
 Funding of mortgage loans                                                            (103,626)     (70,265)   (66,301)
 Sale of fixed maturities, at market                                                 1,921,534    1,043,748  1,242,988
 Matured or redeemed fixed maturities, at amortized cost                                     0            0      7,022
 Matured fixed maturities, at market                                                     1,150        2,711     38,991
 Sale of equity securities                                                           1,691,789      122,788     97,619
 Repayment of mortgage loans                                                            29,520       23,317     25,563
 Net change in certificates of deposit and short-term securities                        87,848     (173,471)   123,806
 Other                                                                                  82,797      (20,566)   (10,754)
- ---------------------------------------------------------------------------------------------------------------------------
       Net cash provided by (used in) investing activities                             262,215     (533,718)  (241,057)
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows provided by (used in) financing activities:
 Policyholders' deposits to account balances                                        $1,497,321    1,184,338  1,066,407
 Policyholders' withdrawals from account balances                                     (448,998)    (368,490)  (291,102)
 Change in assets held under reinsurance agreements                                   (540,268)      52,973     36,354
 Funds borrowed on dollar reverse repurchase agreements, net                           239,468      130,196    (58,150)
 Net change in mortgage notes payable                                                        0            0     (1,049)
 Additional paid-in capital from parent                                                      0            0        594
 Preferred stock transactions                                                                0            0    (15,000)
 Cash dividends paid                                                                    (2,151)      (1,600)    (2,651)
- ---------------------------------------------------------------------------------------------------------------------------
       Net cash provided by financing activities                                       745,372      997,417    735,403
- ---------------------------------------------------------------------------------------------------------------------------
       Net change in cash                                                              (11,121)       1,543    (49,865)
Cash at beginning of year                                                               37,992       36,449     86,314
- ---------------------------------------------------------------------------------------------------------------------------
Cash at end of year                                                                   $ 26,871       37,992     36,449
===========================================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(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 1997 premiums and considerations,
33%,  20% and 47% of the  Company's  business is life,  annuity and accident and
health,  respectively.  The Company's primary distribution  channels are through
strategic  alliances with other  insurance  companies and third party  marketing
organizations.  The Company has a  significant  relationship  with a mutual fund
company and its broker/dealer  network related to sales of its variable life and
variable annuity products and another significant administration,  marketing and
reinsurance  relationship with an unrelated  insurance company in which it holds
an ownership interest effective in 1998.

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

Basis of Presentation

The  consolidated  financial  statements  have been prepared in accordance  with
generally accepted  accounting  principles (GAAP) which vary in certain respects
from  accounting  rules  prescribed or permitted by state  insurance  regulatory
authorities.  The accounts of the Company's  major  subsidiary,  Preferred  Life
Insurance Company of New York and other less significant  subsidiaries have been
consolidated.  All significant  intercompany balances and transactions have been
eliminated in consolidation.

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

Recognition of Traditional Life, Group Life and Group Accident and Health 
Revenue

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

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

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

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(1) Summary of Significant Accounting Policies (cont.)

Deferred Acquisition Costs (cont.)

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 1997, 1996 and 1995 were $219,266,  $137,618,
and $117,782, 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.

Policy and Contract Claims

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

Reinsurance

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

Investments

The   Company   has   classified   all   of   its   investment    portfolio   as
"available-for-sale". 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.
The Company  analyzes loan  impairment  at least once a year when  assessing the
adequacy of the  allowance  for  possible  credit  losses.  The Company does not
accrue interest on impaired loans and accounts for interest income on such loans
on a cash basis.

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

As of December 31, 1997 and 1996,  investments with a carrying value of $103,590
and  $102,361,  respectively,  were  held  on  deposit  with  various  insurance
departments and in other trusts as required by statutory regulations.

The fair values of invested assets,  excluding  investments in real estate,  are
deemed by management to approximate  their  estimated  market  values.  The fair
value of mortgage loans has been calculated  using  discounted cash flows and is
based on pertinent  information  available to management as of year end.  Policy
loan balances which are supported by the  underlying  cash value of the policies
approximate fair value. Changes in market conditions  subsequent to year end may
cause estimates of fair values to differ from the amounts presented herein.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(1) Summary of Significant Accounting Policies (cont.)

Income Taxes

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

Separate Accounts

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

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

Receivables

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

Accounting Changes

In 1996, the Company adopted Statement of Financial  Accounting  Standard (SFAS)
No. 121,  Accounting for the Impairment of Long-Lived  Assets and for Long-Lived
Assets to Be Disposed Of. No adjustments were made to the consolidated financial
statements upon adoption of this pronouncement.

In 1997 the  Company  adopted  SFAS No. 129,  Disclosure  of  Information  about
Capital Structure,  which establishes standards for disclosing information about
an entity's capital structure. No additional disclosures were required.

Accounting Pronouncements to be Adopted

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

In June,  1997,  the FASB issued SFAS No. 130  Reporting  Comprehensive  Income,
which establishes  standards for reporting and displaying  comprehensive  income
and its components in general purpose  financial  statements,  and SFAS No. 131,
Disclosures  about  Segments of an  Enterprise  and Related  Information,  which
requires certain  business  enterprises to report  specified  information  about
their  operating  segments  in  a  complete  set  of  financial   statements  to
shareholders.  SFAS No. 130 and SFAS No. 131 are effective for the Company,  and
will be adopted in 1998.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(1) Summary of Significant Accounting Policies (cont.)

Reclassifications

Certain  prior year balances  have been  reclassified  to conform to the current
year presentation.


(2) Investments

Investments at December 31, 1997 consist of:
<TABLE>
<CAPTION>
                                                                                                               Amount
                                                                                                              shown on
                                                                                     Amortized   Estimated  consolidated
                                                                                       cost        fair        balance
                                                                                      or cost      value        sheet
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>         <C>         <C>
Fixed maturities:
 U.S. Government                                                                    $ 499,652      528,657     528,657
 States and political subdivisions                                                     82,287       85,829      85,829
 Foreign government                                                                    35,858       37,734      37,734
 Public utilities                                                                      44,151       48,237      48,237
 Corporate securities                                                               1,206,392    1,250,532   1,250,532
 Mortgage backed securities                                                           628,307      663,891     663,891
 Collateralized mortgage obligations                                                   86,246       90,330      90,330
- ---------------------------------------------------------------------------------------------------------------------------
       Total fixed maturities                                                      $2,582,893    2,705,210   2,705,210
- ---------------------------------------------------------------------------------------------------------------------------
Equity securities:
 Common stocks:
  Banks, trusts and insurance companies                                                 7,670       11,220      11,220
  Industrial and miscellaneous                                                        246,395      418,871     418,871
 Nonredeemable preferred stocks                                                        10,079       12,516      12,516
- ---------------------------------------------------------------------------------------------------------------------------
       Total equity securities                                                      $ 264,144      442,607     442,607
- ---------------------------------------------------------------------------------------------------------------------------
Other investments:
 Mortgage loans on real estate                                                        318,683    XXXXXXXXX     318,683
 Certificates of deposit and short-term securities                                    117,124    XXXXXXXXX     117,124
 Policy loans                                                                           5,695    XXXXXXXXX       5,695
 Other invested assets                                                                 51,863    XXXXXXXXX      51,863
- ---------------------------------------------------------------------------------------------------------------------------
       Total other investments                                                      $ 493,365    XXXXXXXXX     493,365
- ---------------------------------------------------------------------------------------------------------------------------
       Total investments                                                           $3,340,402    XXXXXXXXX   3,641,182
===========================================================================================================================
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(2) Investments (cont.)

At December 31, 1997 and 1996, the amortized cost, gross unrealized gains, gross
unrealized losses and estimated fair values of securities are as follows:
<TABLE>
<CAPTION>
                                                                         Amortized     Gross       Gross      Estimated
                                                                           cost     unrealized  unrealized      fair
                                                                          or cost      gains      losses        value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>           <C>           <C>      <C>
 1997:
 U.S. Government                                                        $ 499,652      29,191          186     528,657
 States and political subdivisions                                         82,287       3,561           19      85,829
 Foreign government                                                        35,858       1,876            0      37,734
 Public utilities                                                          44,151       4,086            0      48,237
 Corporate securities                                                   1,206,392      60,016       15,876   1,250,532
 Mortgage backed securities                                               628,307      35,584            0     663,891
 Collateralized mortgage obligations                                       86,246       4,086            2      90,330
- ---------------------------------------------------------------------------------------------------------------------------
       Total fixed maturities                                           2,582,893     138,400       16,083   2,705,210
 Equity securities                                                        264,144     205,632       27,169     442,607
- ---------------------------------------------------------------------------------------------------------------------------
       Total                                                           $2,847,037     344,032       43,252   3,147,817
===========================================================================================================================
1996:
 U.S. Government                                                          620,236      25,954          926     645,264
 States and political subdivisions                                            419           5            0         424
 Foreign government                                                       304,589       6,090        1,285     309,394
 Public utilities                                                           6,466         575            0       7,041
 Corporate securities                                                   1,025,189      24,137        9,004   1,040,322
 Mortgage backed securities                                               669,181      18,444          571     687,054
 Collateralized mortgage obligations                                       78,331         995          519      78,807
- ---------------------------------------------------------------------------------------------------------------------------
       Total fixed maturities                                           2,704,411      76,200       12,305   2,768,306
 Equity securities                                                        234,089      98,711        4,966     327,834
- ---------------------------------------------------------------------------------------------------------------------------
       Total                                                           $2,938,500     174,911       17,271   3,096,140
===========================================================================================================================
<FN>
The changes in  unrealized  gains  (losses) on fixed  maturity  securities  were
$58,422,  $(97,973)  and $261,471 in each of the years ended  December 31, 1997,
1996 and 1995, respectively.

The changes in unrealized  gains (losses) in equity  investments,  which include
common  stocks and  nonredeemable  preferred  stocks were  $84,718,  $40,895 and
$48,186 for the years ended December 31, 1997, 1996 and 1995, respectively.

The amortized cost and estimated fair value of fixed  maturities at December 31,
1997, 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.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                 Amortized    Estimated
                                                                                                   cost      fair value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>           <C>   
Due in one year or less                                                                           $ 27,247      27,392
Due after one year through five years                                                              439,279     446,935
Due after five years through ten years                                                             913,045     941,311
Due after ten years                                                                                575,015      625,68
Mortgage backed securities                                                                         628,307     663,891
- ---------------------------------------------------------------------------------------------------------------------------
 Totals                                                                                         $2,582,893   2,705,210
===========================================================================================================================
</TABLE>
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(2) Investments (cont.)

Gross gains of $70,335,  $43,696 and $41,962 and gross losses of $8,654, $16,834
and  $14,607  were  realized  on sales of  securities  in 1997,  1996 and  1995,
respectively;  related taxes were $21,588,  $9,402, and $9,574 in 1997, 1996 and
1995,  respectively.  Proceeds from redemptions of  held-to-maturity  securities
during 1995 were $7,022 with no gain or loss realized on such transactions.

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


                                                                                       1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>            <C>        <C>   
Fixed maturities, at market                                                           $40,268        8,897      21,877
Equity securities                                                                      21,413       17,964       5,478
Mortgage loans                                                                           (982)      (1,129)       (687)
Real estate                                                                               635        3,104       2,530
Other                                                                                     154         (275)          4
- ---------------------------------------------------------------------------------------------------------------------------
      Net gains before taxes                                                           61,488       28,561      29,202
Tax expense on net realized gains                                                      21,521        9,996      10,218
- ---------------------------------------------------------------------------------------------------------------------------
      Net gains after taxes                                                           $39,967       18,565      18,984
===========================================================================================================================
</TABLE>

The  Company  has 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,
1997 and 1996,  mortgage  backed  securities  underlying  such  agreements  were
carried at a market  value of  $350,985  and  $124,281  respectively,  and other
liabilities included $369,664 and $130,196 respectively for funds received under
these  agreements.  Average  balances  outstanding were $183,530 and $83,602 and
weighted  average  interest  rates  were  7.2%  and  7.5%  during  1997 and 1996
respectively.  The maximum balance outstanding during 1997 and 1996 was $369,664
and $130,196 respectively.

The Company  participates in a securities lending program administered by AZOA's
investment  division.  Under this program, the Company loans U.S. Treasury Notes
to qualified third parties.  The Company obtains  collateral for the loans 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, 1997 and 1996.

Impaired  mortgage  loans are defined as those where it is probable that amounts
due according to contractual terms,  including principal and interest,  will not
be collected.  Impaired  mortgage  loans are measured by the Company at the fair
value of collateral. Interest income on impaired mortgage loans is recorded on a
cash  basis.  There were no impaired  loans held by the Company at December  31,
1997 and 1996.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(2) Investments (cont.)

The valuation  allowances at December 31, 1997, 1996 and 1995 and the changes in
the allowance for the years then ended are summarized as follows:
<TABLE>
<CAPTION>
                                                                                    Writedowns
                                                            Beginning   Charged to  Charged to                   End
                                                             of year    Operations   Allowance  Recoveries     of year
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>            <C>          <C>        <C>         <C>  
December 31, 1997:
 Mortgage loans                                              $ 7,279        1,000           0            0       8,279
- ---------------------------------------------------------------------------------------------------------------------------
Total valuation allowance                                    $ 7,279        1,000           0            0       8,279
===========================================================================================================================
December 31, 1996:
 Mortgage loans                                              $10,487            0           0        3,208       7,279
- ---------------------------------------------------------------------------------------------------------------------------
Total valuation allowance                                    $10,487            0           0        3,208       7,279
===========================================================================================================================
December 31, 1995:
 Mortgage loans                                              $11,552          914           0        1,979      10,487
 Investment in real estate                                     1,550            0           0        1,550           0
- ---------------------------------------------------------------------------------------------------------------------------
Total valuation allowance                                    $13,102          914           0        3,529      10,487
===========================================================================================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                       1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>          <C>         <C>
Interest:
 Fixed maturities, at amortized cost                                                      $ 0            0       6,284
 Fixed maturities, at market                                                          211,335      178,664     158,421
 Mortgage loans                                                                        25,232       19,267      16,125
 Policy loans                                                                           6,526        7,013       6,688
 Short-term investments                                                                12,804       10,688       7,182
Dividends:
 Preferred stock                                                                          748          818         581
 Common stock                                                                           4,603        4,527       3,204
Interest on assets held by reinsurers                                                   8,858        9,709      10,445
Other invested assets                                                                   9,438        5,344       3,614
- ---------------------------------------------------------------------------------------------------------------------------
       Total investment income                                                        279,544      236,030     212,544
Investment expenses related to coinsurance agreement (note 6)                          98,417            0           0
Investment expenses                                                                    18,777       13,408      11,386
- ---------------------------------------------------------------------------------------------------------------------------
       Net investment income                                                         $162,350      222,622     201,158
============================================================================================================================
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(3) Summary Table of Fair Value Disclosures
<TABLE>
<CAPTION>
                                                                                1997                         1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                         Carrying     Fair           Carrying    Fair
                                                                          Amount      Value           Amount     Value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>             <C>       <C>
Financial assets Fixed maturities, at market:
  U.S. Government                                                       $ 528,657    528,657         645,264   645,264
  States and political subdivisions                                        85,829     85,829             424       424
  Foreign governments                                                      37,734     37,734         309,394   309,394
  Public utilities                                                         48,237     48,237           7,041     7,041
  Corporate securities                                                  1,250,532  1,250,532       1,040,322 1,040,322
  Mortgage backed securities                                              663,891    663,891         687,054   687,054
  Collateralized mortgage obligations                                      90,330     90,330          78,807    78,807
 Equity securities                                                        442,607    442,607         327,834   327,834
 Mortgage loans                                                           318,683    333,540         245,559   252,825
 Short term investments                                                   117,124    117,124         204,972   204,972
 Policy loans                                                               5,695      5,695         103,708   103,708
 Other long term investments                                               51,863     51,863             124       124
 Receivables                                                              262,676    262,676         155,278   155,278
 Separate accounts assets                                              10,756,929 10,756,929       9,520,561 9,520,561
Financial liabilities:
 Investment contracts                                                   3,536,690  2,945,366       3,297,973 2,747,914
 Separate account liabilities                                          10,756,929 10,565,205       9,520,561 9,324,358
 Dollar reverse repurchase agreements                                     369,664    369,664         130,196   130,196

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

(4) Receivables

Receivables at December 31 consist of the following:
<TABLE>
<CAPTION>
                                                                                                   1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>    
Premiums due                                                                                      $207,293     125,216
Agents balances                                                                                      3,186       5,523
Related party receivables                                                                            1,445       2,099
Reinsurance commission receivable                                                                   23,921       7,515
Scholarship enrollment fees                                                                          8,401       8,025
Due from administrators                                                                             13,630       3,244
Other                                                                                                4,800       3,656
- ---------------------------------------------------------------------------------------------------------------------------
       Total receivables                                                                          $262,676     155,278
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(5) Accident and Health Claims Reserves

Accident and health claims reserves are based on long-range  projections subject
to  uncertainty.  Uncertainty  regarding  reserves of a given  accident  year is
gradually  reduced as new  information  emerges each  succeeding  year,  thereby
allowing  more  reliable  re-evaluations  of  such  reserves.  While  management
believes that reserves as of December 31, 1997 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.

Activity in the  accident  and health  claims  reserves,  exclusive of long term
care,  hospital  indemnity and AIDS reserves of $12,479,  $14,348 and $18,858 in
1997, 1996 and 1995, respectively, is summarized as follows:
<TABLE>
<CAPTION>
                                                                                       1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>           <C>         <C>   
Balance at January 1, net of reinsurance recoverables of $114,230,
 $99,292 and $96,090                                                                 $216,596      191,804     185,028
Incurred related to:
 Current year                                                                         341,908      271,308     242,024
 Prior years                                                                          (12,087)     (11,642)     (9,163)
- ---------------------------------------------------------------------------------------------------------------------------
Total incurred                                                                        329,821      259,666     232,861
- ---------------------------------------------------------------------------------------------------------------------------

Paid related to:
 Current year                                                                         150,942      107,842     100,165
 Prior years                                                                          144,798      127,032     125,920
- ---------------------------------------------------------------------------------------------------------------------------
Total paid                                                                            295,740      234,874     226,085
- ---------------------------------------------------------------------------------------------------------------------------
Balance at December 31, net of reinsurance recoverables of $125,543,
 $114,230 and $99,292                                                                $250,677     216,596      191,804
===========================================================================================================================
<FN>
Due to lower than  anticipated  losses related to prior years, the provision for
claims and claim adjustment expenses decreased.
</FN>
</TABLE>

(6) Reinsurance

In the normal  course of  business,  the Company  seeks to limit its exposure to
loss on any single  insured and to recover a portion of benefits  paid by ceding
risks under excess  coverage and  coinsurance  contracts.  The Company retains a
maximum of $1 million coverage per individual life. Reinsurance contracts do not
relieve the Company from its obligations to policyholders. Failure of reinsurers
to honor their obligations could result in losses to the Company;  consequently,
allowances  are  established  for  amounts  deemed  uncollectible.  The  Company
evaluates the financial condition of its reinsurers and monitors  concentrations
of credit risk to minimize its  exposure to  significant  losses from  reinsurer
insolvencies.

Included in reinsurance receivables at December 31, 1997 are $902,500, $851,849,
$254,448,  and $36,520  recoverable  from four  insurers who, as of December 31,
1997, were rated A+, A+, B++, and A+, respectively, by Best's Insurance Reports.
A contingent  liability  exists to the extent that the Company's  reinsurers are
unable to meet their contractual obligations.  Management is of the opinion that
no liability will accrue to the Company with respect to this contingency.

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(6) Reinsurance (cont.)

Life  insurance,  annuities  and accident and health  business  assumed from and
ceded to other companies is as follows:
<TABLE>
<CAPTION>
                                                                                                             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, 1997:
Life insurance in force                                  $32,234,241   72,682,842  19,873,094   85,043,989          85.5%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life insurance                                              252,859      170,798     110,579      313,078          54.6%
 Annuities                                                   217,353        1,910      30,789      188,474           1.0%
 Accident and health insurance                               436,105      311,612     296,650      451,067          69.1%
- ---------------------------------------------------------------------------------------------------------------------------
       Total premiums                                        906,317      484,320     438,018      952,619          50.8%
===========================================================================================================================
December 31, 1996:
Life insurance in force                                  $37,527,994   44,073,247   6,126,541   75,474,700          58.4%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life insurance                                              235,837      133,994      37,986      331,845          40.4%
 Annuities                                                   169,503        1,153      12,769      157,887           0.7%
 Accident and health insurance                               396,051      207,179     226,408      376,822          55.0%
- ---------------------------------------------------------------------------------------------------------------------------
       Total premiums                                        801,391      342,326     277,163      866,554          39.5%
===========================================================================================================================
December 31, 1995:
Life insurance in force                                  $39,601,531   28,790,199   6,884,645   61,507,085          46.8%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life insurance                                              242,704      108,102      40,291      310,515          34.8%
 Annuities                                                   145,994        1,117      10,376      136,735           0.8%
 Accident and health insurance                               361,290      165,769     172,559      354,500          46.8%
- ---------------------------------------------------------------------------------------------------------------------------
       Total premiums                                        749,988      274,988     223,226      801,750          34.3%
===========================================================================================================================
</TABLE>

Effective January 1, 1997, the Company entered into a 100% coinsurance agreement
with an unrelated  insurance  company to coinsure a block of business  with life
insurance  inforce of  $13,200,000  and 1997 premium of $90,000.  The  coinsured
block included certain  universal life and traditional  life insurance  policies
and annuity contracts. In connection with this agreement, the Company recognized
a  recoverable  on future  benefit  reserves  of  $1,102,000,  received a ceding
commission  of $138,500 and  transferred  assets of $881,000  which  support the
business.  The unearned ceding commission represents deferred revenue which will
be  amortized  over  the  revenue-producing  period  of  the  related  reinsured
policies.  The servicing of the  coinsured  business was also  transferred  to a
third party insurer who is also the retrocessionaire of the block.

Of the amounts  ceded to others,  the Company  ceded life  insurance  inforce of
$1,163,533, $381,381 and $182,638 in 1997, 1996 and 1995, respectively, and life
insurance  premiums  earned of $2,538,  $1,293 and $641 in 1997,  1996 and 1995,
respectively, to its ultimate parent Allianz Aktiengesellshaft. The Company also
ceded  accident  and  health  premiums  earned to Allianz  Aktiengesellshaft  of
$2,467, $1,922 and $(7,520) in 1997, 1996 and 1995.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(7) Income Taxes

Income Tax Expense

Total  income tax  expense  (benefit)  for the years  ended  December  31 are as
follows:
<TABLE>
<CAPTION>
                                                                                       1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>         <C> 
Income tax expense attributable to operations:
 Current tax expenses                                                                $ 31,571       21,936      12,993
 Deferred tax expense                                                                  28,283       30,559      25,772
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax expense attributable to operations                                  $ 59,854       52,495      38,765
Income tax effect on equity:
 Income tax allocated to stockholder's equity:
  Attributable to unrealized gains and losses for the year                             49,748      (19,967)    108,559
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax effect on equity                                                    $109,602       32,528     147,324
===========================================================================================================================
</TABLE>

Components of Income Tax Expense

Income tax expense computed at the statutory rate of 35% varies from tax expense
reported in the Consolidated Statements of Income for the respective years ended
December 31 as follows:
<TABLE>
<CAPTION>
                                                                                       1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>         <C>   
Income tax expense computed at the statutory rate                                     $60,735       53,782      44,087
Dividends received deductions and tax-exempt interest                                  (2,792)        (650)     (5,430)
Foreign tax                                                                               916       (2,723)       (464)
Interest on tax deficiency                                                              1,100          261         408
Other                                                                                    (105)       1,824         164
- ---------------------------------------------------------------------------------------------------------------------------
       Income tax expense as reported                                                 $59,854       52,494      38,765
===========================================================================================================================
</TABLE>

Components of Deferred Tax Assets and Liabilities on the Balance Sheet

Tax effects of temporary  differences giving rise to the significant  components
of the net deferred tax liability at December 31 are as follows:
<TABLE>
<CAPTION>
                                                                                                   1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>         <C> 
Deferred tax assets:
 Provision for post retirement benefits                                                            $ 2,100       2,024
 Allowance for uncollectible accounts                                                                  929       1,256
 Policy reserves                                                                                   177,442     158,131
- ---------------------------------------------------------------------------------------------------------------------------
       Total deferred tax assets                                                                   180,471     161,411
Deferred tax liabilities:
 Deferred acquisition costs                                                                        277,627     240,906
 Net unrealized gain                                                                               102,756      53,008
 Other                                                                                              28,949      18,257
- ---------------------------------------------------------------------------------------------------------------------------
       Total deferred tax liabilities                                                              409,332     312,171
Net deferred tax liability                                                                        $228,861     150,760
===========================================================================================================================
<FN>
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
</FN>
</TABLE>
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(7) Income Taxes (cont.)


Components of Deferred Tax Assets and Liabilities on the Balance Sheet (cont.)

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, 1997 and 1996, the Company had no tax loss  carryforwards  or
alternative minimum tax credits.

The Company files a consolidated  federal income tax return with AZOA and all of
its  wholly  owned  subsidiaries.  The  consolidated  tax  allocation  agreement
stipulates that each company  participating in the return will bear its share of
the tax liability pursuant to United States Treasury Department regulations. The
Company and each of its insurance  subsidiaries  generally  will be paid for the
tax benefit on their losses,  and any other tax  attributes,  to the extent they
could have obtained a benefit  against their  post-1990  separate return taxable
income or tax.  Income  taxes paid by the  Company  were  $39,914,  $30,946  and
$14,865 in 1997, 1996 and 1995, respectively.  At December 31, 1997 and 1996 the
Company had a tax recoverable from AZOA of $20,689 and $11,599, respectively and
a recoverable from Revenue Canada Taxation of $72 and $856, respectively.


(8) Related Party Transactions

The  Company  reimbursed  AZOA  $562,  $86 and  $738 in  1997,  1996  and  1995,
respectively,  for certain administrative services performed. The Company had no
liability to AZOA for such amounts at December 31, 1997 and 1996, respectively.

AZOA's  investment  division  manages the Company's  investment  portfolio.  The
Company  paid  AZOA  $1,957,   $1,657  and  $1,024  in  1997,   1996  and  1995,
respectively,  for investment advisory fees. The Company's liability to AZOA for
such amounts was $437 and $543 at December 31, 1997 and 1996, respectively.

The Company  shares a data center with  affiliated  insurance  companies.  Usage
charges paid to the data center by the Company were $2,826, $3,275 and $3,752 in
1997,  1996 and 1995,  respectively.  The  Company's  liability  for data center
charges was $292 and $58 at December 31, 1997 and 1996, respectively.

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

As of  December  31,  1996,  the Company  sold to AZOA,  without  recourse,  two
receivables  due from third  parties  amounting  to $6,600.  These  receivables,
valued at $5,827, were repurchased by the Company in 1997.


(9) Employee Benefit Plans

The  Company  participates  in the  Allianz  Primary  Retirement  Plan  (Primary
Retirement Plan), a defined  contribution plan. The Company makes  contributions
to a money  purchase  pension  plan on  behalf  of  eligible  participants.  All
employees,  excluding  agents,  are  eligible  to  participate  in  the  Primary
Retirement  Plan after two years of service.  The  contributions  are based on a
percentage of the participant's  salary with the participants  being 100% vested
upon eligibility.  It is the Company's policy to fund the plan costs as accrued.
Total pension  contributions  were $729,  $808 and $860 in 1997,  1996 and 1995,
respectively.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(9) Employee Benefit Plans (cont.)

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 Plan  participants  was 90% in 1997 and 100% in 1996 and 1995,
respectively. 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 $907,  $1,105 and $1,188 in 1997,  1996 and 1995,  respectively,  toward
planned contributions.

In 1995, the Company  discontinued  support of its individual agency field force
and suspended contributions to the Agents' Asset Accumulation Plan as of January
1,  1996.  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.  The Company made no  contributions  to the
Plan in either 1997 or 1996, and $118 in 1995.

The Company provides certain postretirement benefits to employees who retired on
or before  December 31, 1988 or who were hired before  December 31, 1988 and who
have at least ten years of service  when they reach age 55. The  Company's  plan
obligation  at December  31, 1997 and 1996 was $6,001 and $5,783,  respectively.
This liability is included in "Other  liabilities" in the  accompanying  balance
sheet.

(10) Statutory Financial Data and Dividend Restrictions

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

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:
<TABLE>
<CAPTION>
                                                          Stockholder's equity                       Net income
- ---------------------------------------------------------------------------------------------------------------------------
                                                            1997         1996               1997        1996     1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>                 <C>        <C>      <C>
Statutory basis                                          $ 635,711      384,989             72,343     67,995   11,565
Adjustments:
 Change in reserve basis                                  (255,816)    (199,566)           (85,110)    13,324  (43,642)
 Deferred acquisition costs                                927,080      863,338             63,742     36,344   28,552
 Net deferred taxes                                       (228,861)    (150,760)           (28,283)   (30,559) (25,772)
 Statutory asset valuation reserve                         151,675      133,564                  0          0        0
 Statutory interest maintenance reserve                     34,336       26,342              7,994      1,183    8,756
 Modified coinsurance reinsurance                          (31,953)    (113,743)            81,790      5,435  104,222
 Unrealized gains on investments                           124,754       64,928                  0          0        0
 Nonadmitted assets                                         14,824        7,121                  0          0        0
 Deferred income on reinsurance                           (150,526)           0                  0          0        0
 Other                                                      (3,632)      (2,036)             1,197      7,446    3,516
- ---------------------------------------------------------------------------------------------------------------------------
  As reported in the accompanying
   consolidated financial statements                    $1,217,592    1,014,177            113,673    101,168   87,197
===========================================================================================================================
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(10) Statutory Financial Data and Dividend Restrictions (cont.)

The  Company  is  required  to  meet  minimum   statutory  capital  and  surplus
requirements.  The  Company's  statutory  capital and surplus as of December 31,
1997 and 1996 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 1997  and  1996,  the  Company  paid  AZOA
dividends on preferred stock in the amount of $1,600. A common stock dividend of
$551 was paid in 1997.  Dividends of $59,071 could be paid in 1998 without prior
approval of the Commissioner of Commerce.

Regulatory Risk Based Capital

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

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

The Company met the minimum risk-based  capital  requirements as of December 31,
1997 and 1996.

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.

(11) Commitments and Contingencies

The Company and its  subsidiaries  are involved in various pending or threatened
legal proceedings arising from the conduct of their business.  In the opinion of
management,  the ultimate resolution of such litigation will not have a material
effect on the consolidated financial position of the Company.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(11) Commitments and Contingencies (cont.)

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.

The Company is  expending  significant  resources  to assure  that its  computer
systems are  reprogrammed in time to effectively  deal with  transactions in the
year 2000 and beyond.  Costs  associated with this effort are not expected to be
material and are expensed as incurred. This "Year 2000 Computer Problem" creates
risk for the Company from  unforeseen  problems in its own computer  systems and
from  third  parties  with  whom the  Company  deals on  financial  transactions
worldwide.  Such failures of the Company and/or third parties'  computer systems
could have a material  impact on the Company's  ability to conduct its business,
and especially to process and account for the transfer of funds electronically.

(12) Foreign Currency Translation

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:
<TABLE>
<CAPTION>
                                                                                       1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>         <C>    
Beginning amount of cumulative translation adjustments                                $(3,473)      (3,455)     (3,787)
- ---------------------------------------------------------------------------------------------------------------------------
Aggregate adjustment for the period resulting from translation adjustments             (1,500)         (28)        511
Amount of income tax benefit (expense) for period related to aggregate adjustment         525           10        (179)
- ---------------------------------------------------------------------------------------------------------------------------
       Net aggregate translation included in equity                                      (975)         (18)        332
- ---------------------------------------------------------------------------------------------------------------------------
Ending amount of cumulative translation adjustments                                   $(4,448)      (3,473)     (3,455)
===========================================================================================================================
Canadian foreign exchange rate at end of year                                          0.6992       0.7297      0.7329
</TABLE>

(13) Subsequent Event - Life USA Holding, Inc.

In 1995,  in  conjunction  with an  expanded  marketing  agreement,  the Company
provided Life USA Holding, Inc. (Life USA), an unrelated insurance company, with
$30,000 in exchange for a fifteen year convertible  debenture paying 5% interest
for the first five years with the interest rate reset annually  thereafter based
on LIBOR plus 1%. In connection  with a definitive  agreement  signed in January
1998, the Company will convert its debenture to equity in 1998.

As noted above, the Company entered into a definitive agreement with Life USA in
January 1998 to acquire up to a 35% equity  ownership in Life USA and extend the
existing  marketing  agreement  between the two  companies to December 31, 2000.
Acquisition of the Company's equity  ownership will be accomplished  through the
following:

 - Conversion of the $30,000  debenture for 2.43 million  shares of common stock
   (conversion price of $12.34 per share);
 - Exercise of the Company's  preemptive right  to  purchase  241,846  shares of
   common  stock at $12.36  per  share;
 - Purchase of 925,000 shares of common stock from  certain  members of Life USA
   management at $16.44 per share; and
 - Commitment of $100 million to purchase newly issued common stock in
   increments of $20 million over a five year period beginning in 1998.

Additionally, the Company may acquire an additional 1,604,104 shares of Life USA
common stock in open market purchases over the next year.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(13) Subsequent Event - Life USA Holding, Inc. (cont.)

As part of this  agreement,  the Company has the right to nominate two people to
Life USA's board of  directors,  with  additional  rights of  nomination  in the
future  based  on the  Company's  proportional  ownership.  Two  members  of the
Company's  management  were named to Life USA's  board of  directors  in January
1998.

(14) Supplementary Insurance Information

The following table summarizes certain financial information by line of business
for 1997, 1996 and 1995:
<TABLE>
<CAPTION>
                                As of December 31                           For the year ended December 31
- ---------------------------------------------------------------------------------------------------------------------------
                              Future policy          Other       Premium Benefits, Net change
                      Deferred  benefits,           policy       revenue  claims       in
                       policy    losses,          claims and    and other   Net    losses, and policy    Other
                     acquisitionclaims andUnearned benefits    contract investment settlement acquisition operating Premiums
                        costs loss expensepremiums  payable  considerations income  expenses  costs (a) expenses   written (b)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                    <C>     <C>          <C>     <C>          <C>       <C>      <C>      <C>       <C>     <C> 
1997:
Life                  $189,971 1,297,269    5,215   63,572       313,078    24,352  230,357  (14,363)   99,913
Annuities              717,721 3,251,829        0    1,881       188,474   118,028  124,535  (44,924)  186,789
Accident and health     19,388         0   44,953  487,660       451,067    19,970  327,526   (4,455)  151,312
- ---------------------------------------------------------------------------------------------------------------------------
                      $927,080 4,549,098   50,168  553,113       952,619   162,350  682,418  (63,742)  438,014
===========================================================================================================================
1996:
Life                  $175,608 1,204,633    5,502   62,369       331,845    89,049  258,221    4,308   103,352
Annuities              672,797 2,879,221        0    1,859       157,887   113,537  105,335  (43,283)  161,002
Accident and health     14,933         0   26,674  374,596       376,822    20,036  256,364    2,631   122,337
- ---------------------------------------------------------------------------------------------------------------------------
                      $863,338 4,083,854   32,176  438,824       866,554   222,622  619,920  (36,344)  386,691
===========================================================================================================================
1995:
Life                  $179,915 1,088,964    5,493   62,660       310,514    83,741  239,287    8,475   124,415
Annuities              629,515 2,601,943        0      580       136,736    98,214   89,321  (34,235)  137,000
Accident and health     17,564         0   28,688  308,658       354,500    19,203  249,232   (2,792)  105,615
- ---------------------------------------------------------------------------------------------------------------------------
                      $826,994 3,690,907   34,181  371,898       801,750   201,158  577,840  (28,552)  367,030
===========================================================================================================================
<FN>
(a) See note 1 for total gross amortization.
(b) Premiums written are not applicable for life insurance companies.
</FN>
</TABLE>




                                    PART C
                              OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

      a.  Financial Statements

          The following financial statements of the Company are included in Part
          B hereof.
   
          1.  Independent Auditors' Report.
          2.  Consolidated Balance Sheets as of December 31, 1997 and 1996.
          3.  Consolidated Statements of Income for the years ended December
              31, 1997, 1996 and 1995.
          4.  Consolidated Statements of Stockholder's Equity for the years
              ended December 31, 1997, 1996 and 1995.
          5.  Consolidated Statements of Cash Flows for the years ended
              December 31, 1997, 1996 and 1995.
          6.  Notes to Consolidated Financial Statements - December 31, 1997,
              1996 and 1995.

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

          1.  Independent Auditors' Report.
          2.  Statements of Assets and Liabilities as of December 31, 1997.
          3.  Statements of Operations for the year ended December 31, 1997.
          4.  Statements of Changes in Net Assets for the years ended
              December 31, 1997 and 1996.
          5.  Notes to Financial Statements - December 31, 1997.
    

      b. Exhibits
   
      1. Resolution of Board of Directors of the Company authorizing the
         establishment  of  the  Variable  Account*
      2. Not  Applicable
      3. Principal  Underwriter's  Agreement**
      4. Individual  Variable  Annuity  Contract*
      4.a. Waiver  of  Contingent  Deferred  Sales  Charge  Endorsement*
      4.b. Enhanced  Death  Benefit  Endorsement*
      5. Application  for  Individual  Variable  Annuity  Contract*
      6. (i)    Copy  of  Articles  of  Incorporation of the Company*
         (ii)  Copy  of  the  Bylaws  of  the  Company*
      7. Not  Applicable
      8. Form  of  Fund  Participation  Agreement*
      9. Opinion  and  Consent  of  Counsel
     10. Independent  Auditors'  Consent
     11. Not  Applicable
     12. Not  Applicable
     13. Calculation  of  Performance  Data
     14. Company  Organizational  Chart**
     27. Not Applicable

*  Incorporated by reference to Registrant's Form N-4 electronically filed on
June  24,  1996.
** Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's
form N-4 electronically filed on December 13, 1996.

    
Item  25.        Directors  and  Officers  of  the  Depositor

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

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

Lowell C. Anderson            Chairman, President, Chief
1750 Hennepin Avenue          Executive Officer and Director
Minneapolis, MN 55403

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

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

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

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

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


       


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

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

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

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

   
Robert M. Kimmitt             Director
Wilmer, Cutler & Pickering
2445 M Street NW
Washington, DC  20037-1420
    
</TABLE>



Item  26.   Persons Controlled by or Under Common Control with the Depositor
            or  Registrant
   
The Company organizational chart is incorporated by reference to Pre-Effective
Amendment No. 1 (File No. 811-05618)

Item  27.        Number  of  Contract  Owners

As of February 19, 1998, there were 4,770 qualified Contract Owners and 12,263
non-qualified Contract Owners with Contracts in the separate account
    
Item  28.        Indemnification

The Bylaws of the Insurance Company provide that:

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

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

Item  29.        Principal  Underwriters
   
    a.    NALAC  Financial  Plans, LLC  is  the  principal underwriter for the
Contracts.    It  also  is  the  principal  underwriter  for:    

                          Allianz  Life  Variable  Account  A
                          Preferred  Life  Variable  Account  C

     b.  The following are the officers and directors of NALAC Financial Plans,
LLC:

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

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

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

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

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

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

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

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



Item  30.        Location  of  Accounts  and  Records

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

Item  31.        Management  Services

Not  Applicable

Item  32.        Undertakings

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

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

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

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

                             REPRESENTATIONS

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

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

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

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

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


                              SIGNATURES


As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, as amended,  the Registrant  certifies that it meets the  requirements  of
Securities Act Rule 485(b) for effectiveness of this Registration  Statement and
has caused this Registration Statement to be signed on its behalf in the City of
Minneapolis and State of Minnesota, on this 24th day of April, 1998.

                                         ALLIANZ  LIFE
                                         VARIABLE  ACCOUNT  B
                                         (Registrant)


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



   
                                         By:/s/  MICHAEL T. WESTERMEYER
                                            --------------------------------
    



                                         ALLIANZ  LIFE  INSURANCE  COMPANY
                                         OF  NORTH  AMERICA
                                          (Depositor) 



   
                                          By:/s/  MICHAEL T. WESTERMEYER
                                             ------------------------------
    






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

Signature  and  Title

<TABLE>
<CAPTION>
<S>                      <C>                          <C>
                         Chairman of the Board,
Lowell C. Anderson*      President                     4-24-98
Lowell C. Anderson       and Chief Executive Officer

Herbert F. Hansmeyer*    Director                      4-24-98
Herbert F. Hansmeyer

Michael P. Sullivan*     Director                      4-24-98
Michael P. Sullivan

Dr. Jerry E. Robertson*  Director                      4-24-98
Dr. Jerry E. Robertson

Dr. Gerhard Rupprecht*   Director                      4-24-98
Dr. Gerhard Rupprecht

Edward J. Bonach*        Chief Financial Officer       4-24-98
Edward J. Bonach

Rev. Dennis Dease*       Director                      4-24-98
Rev. Dennis Dease

James R. Campbell*       Director                      4-24-98
James R. Campbell

   
Robert M. Kimmitt*       Director                      4-24-98
Robert M. Kimmitt
    

</TABLE>


                                         *By    Power  of  Attorney


   
                                          By:  /s/ MICHAEL T. WESTERMEYER
                                              --------------------------------
                                              Michael T. Westermeyer
                                              Attorney-in-Fact
    

   
                         LIMITED POWER OF ATTORNEY

       KNOWN ALL MEN BY THESE PRESENTS, that I, Herbert F. Hansmeyer, a Director
of Allianz Life Insurance Company of North America (Allianz Life), a corporation
duly organized under the laws of Minnesota, do hereby appoint Lowell C. Anderson
and Michael T. Westermeyer, each individually as my attorney and agent, for me,
and in my name as Director of Allianz Life on behalf of Allianz Life, with full
power to execute, deliver and file with the Securities and Exchange Commission
all documents required for registration of a security under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, and to 
do and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of aforesaid Acts.

       WITNESS my hand and seal this 29th day of September 1997.


WITNESS

/s/ Kathleen Doolwith                           /s/ Herbert Hansmeyer
___________________________                     _____________________________
                                                Herbert Hansmeyer


                                   


                       LIMITED POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that I, Michael P Sullivan, a Director
of Allianz Life Insurance Company of North America (Allianz Life), a corporation
duly organized under the laws of Minnesota, do hereby appoint Lowell C. Anderson
and Michael T. Westermeyer, each individually as my attorney and agent, for me,
and in my name as Director of Allianz Life on behalf of Allianz Life, with full
power to execute, deliver and file with the Securities and Exchange Commission
all documents required for registration of a security under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, and to 
do and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of aforesaid Acts.

         WITNESS my hand and seal this 5th day of September 1997.


WITNESS

/s/ Karen M Amundson                            /s/ Michael P. Sullivan
___________________________                     _____________________________
                                                Michael P. Sullivan



                       LIMITED POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that I, Jerry E. Robertson, a Director
of Allianz Life Insurance Company of North America (Allianz Life), a corporation
duly organized under the laws of Minnesota, do hereby appoint Lowell C. Anderson
and Michael T. Westermeyer, each individually as my attorney and agent, for me,
and in my name as Director of Allianz Life on behalf of Allianz Life, with full
power to execute, deliver and file with the Securities and Exchange Commission
all documents required for registration of a security under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, and to 
do and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of aforesaid Acts.

         WITNESS my hand and seal this 4th day of September 1997.


WITNESS

                                                /s/ Jerry E. Robertson
___________________________                     _____________________________
                                                Jerry E. Robertson

                    

   
                         LIMITED POWER OF ATTORNEY

       KNOWN ALL MEN BY THESE PRESENTS, that I, Gerhard G. Rupprecht, a Director
of Allianz Life Insurance Company of North America (Allianz Life), a corporation
duly organized under the laws of Minnesota, do hereby appoint Lowell C. Anderson
and Michael T. Westermeyer, each individually as my attorney and agent, for me,
and in my name as Director of Allianz Life on behalf of Allianz Life, with full
power to execute, deliver and file with the Securities and Exchange Commission
all documents required for registration of a securi.y under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, and to 
do and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of aforesaid Acts.

       WITNESS my hand and seal this ____ day of ___________ 1997.


WITNESS

                                                /s/ Gerhard G. Rupprecht
___________________________                     _____________________________
                                                Gerhard G Rupprecht


I hereby certify that the above is the true signature, acknowledged in my
presence of

                         Dr. Gerhard Rupprecht
                   Chairman of the Board of Management
               Reinsburgstrabe 19, 70178 Stuttgart, Germany

personally known to me.

                                 Stuttgart, den 17.09.1997

                                 /s/ Dr. Kubler
                                 
                                 Dr. Kubler



                       LIMITED POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that I, Dennis J. Dease, a Director
of Allianz Life Insurance Company of North America (Allianz Life), a corporation
duly organized under the laws of Minnesota, do hereby appoint Lowell C. Anderson
and Michael T. Westermeyer, each individually as my attorney and agent, for me,
and in my name as Director of Allianz Life on behalf of Allianz Life, with full
power to execute, deliver and file with the Securities and Exchange Commission
all documents required for registration of a security under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, and to 
do and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of aforesaid Acts.

         WITNESS my hand and seal this 5th day of September 1997.


WITNESS

/s/ Sandra J. Schwartz                          /s/ Dennis J. Dease
___________________________                     _____________________________
                                                Dennis J. Dease


                       
                         LIMITED POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that I, James R. Campbell, a Director
of Allianz Life Insurance Company of North America (Allianz Life), a corporation
duly organized under the laws of Minnesota, do hereby appoint Lowell C. Anderson
and Michael T. Westermeyer, each individually as my attorney and agent, for me,
and in my name as Director of Allianz Life on behalf of Allianz Life, with full
power to execute, deliver and file with the Securities and Exchange Commission
all documents required for registration of a security under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, and to 
do and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of aforesaid Acts.

         WITNESS my hand and seal this 8th day of September 1997.


WITNESS

/s/ Carrie Knowles                              /s/ James R. Campbell
___________________________                     _____________________________
                                                James R. Campbell



                         LIMITED POWER OF ATTORNEY

     KNOWN  ALL MEN BY THESE  PRESENTS,  that I,  Edward J Bonach,  Senior  Vice
President and Chief Financial Officer of Allianz Life Insurance Company of North
America  (Allianz  Life),  a  corporation  duly  organized  under  the  laws  of
Minnesota, do hereby appoint Lowell C. Anderson and Michael T. Westermeyer, each
individually  as my  attorney  and agent,  for me, and in my name as Senior Vice
President and Chief Financial Officer on behalf of Allianz Life, with full power
to execute,  deliver and file with the  Securities  and Exchange  Commission all
documents  required for  registration  of a security under the Securities Act of
1933, as amended,  and the Investment Company Act of 1940, as amended, and to do
and  perform  each and  every  act that  said  attorney  may deem  necessary  or
advisable to comply with the intent of aforesaid Acts.

       WITNESS my hand and seal this 7th day of April 1998.


WITNESS

/s/ Mary Ann Lemke                              /s/ Edward J. Bonach
___________________________                     _____________________________
                                                Edward J. Bonach


                                   
                         LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE  PRESENTS,  that I, Lowell C. Anderson,  Chairman of
the Board, President & Chief Executive Officer of Allianz Life Insurance Company
of North America  (Allianz Life), a corporation duly organized under the laws of
Minnesota,  do hereby appoint Michael T. Westermeyer,  as my attorney and agent,
for me, and in my name as  Chairman of the Board,  President  & Chief  Executive
Officer on behalf of Allianz Life, with full power to execute,  deliver and file
with  the  Securities  and  Exchange   Commission  all  documents  required  for
registration of a security under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and to do and perform each and every
act that said attorney may deem necessary or advisable to comply with the intent
of aforesaid Acts.

       WITNESS my hand and seal this 3rd day of April 1998.


WITNESS

/s/ Mary Ann Lemke                              /s/ Lowell C. Anderson
___________________________                     _____________________________
                                                Lowell C. Anderson


                         LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS,  that I, Robert M. Kimmitt,  a Director of
Allianz Life Insurance  Company of North America  (Allianz  Life), a corporation
duly organized under the laws of Minnesota, do hereby appoint Lowell C. Anderson
and Michael T. Westermeyer, each individually, as my attorney and agent, for me,
and in my name as Director of Allianz Life on behalf of Allianz Life,  with full
power to execute,  deliver and file with the Securities and Exchange  Commission
all documents  required for  registration of a security under the Securities Act
of 1933, as amended,  and the Investment Company Act of 1940, as amended, and to
do and  perform  each and every act that said  attorney  may deem  necessary  or
advisable to comply with the intent of aforesaid Acts.

       WITNESS my hand and seal this 6th day of April 1998.


WITNESS

/s/ Mary Ann Lemke                              /s/ Robert M. Kimmitt
___________________________                     _____________________________
                                                Robert M. Kimmitt
                                   

                                       




                                   EXHIBITS

                                      TO

                        POST-EFFECTIVE AMENDMENT NO. 2

                                      TO

                                   FORM N-4

                       ALLIANZ LIFE VARIABLE ACCOUNT B

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA





                              INDEX TO EXHIBITS



EXHIBIT                                                                   PAGE

   
99.B9        Opinion  and  Consent  of  Counsel

99.B10       Independent  Auditors'  Consent

99.B13       Calculation  of  Performance  Data


    

April 24,1998

Board  of  Directors
Allianz  Life  Insurance  Company  of  North  America
1750  Hennepin  Avenue
Minneapolis,  MN  55403-2195

RE:   Opinion  and Consent of Counsel
      Allianz Life Variable Account B

Dear  Sir  or  Madam:

You have requested our Opinion of Counsel in connection with the filing with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended,  of a Registration  Statement on Form N-4 for the  Individual  Flexible
Payment  Variable  Annuity  Contracts  to be issued by  Allianz  Life  Insurance
Company of North America and its separate account, Allianz Life Variable Account
B.

We  are  of  the  following  opinions:

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

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

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

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

                              Sincerely,

                              BLAZZARD,  GRODD  &  HASENAUER,  P.C.


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

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



                        Independent Auditors' Consent


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

We consent to the use of our report,  dated  January 30,  1998  on the financial
statements of Allianz Life Variable  Account B and our report dated February  4,
1998, on the consolidated financial statements of Allianz Life Insurance Company
of North America and  subsidiaries  included  herein and to the reference to our
Firm under the heading "EXPERTS".


                                    KPMG Peat Marwick LLP




Minneapolis, Minnesota
April 24, 1998


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

                                              Original Purchase as of December 31, 1996
                                                Valuation Date as of December 31, 1997


                                                 Dollar                               Units This       Accum.            Accum.
      Date              Transaction              Amount              Unit Value         Trans.         Units              Value
<S>              <C>                            <C>                 <C>              <C>              <C>              <C>

                                                            Capital Growth
12-31-96         Purchase                       $1,000.00           $11.24740541      88.909           88.909           $1,000.00
12-31-97         Contract Fee                      (1.00)            13.10996126     (0.076)           88.833            1,164.60
12-31-97         Value before Surr Chg                               13.10996126       0.000           88.833            1,164.60
12-31-97         Surrender Charge                 (60.00)            13.10996126     (4.577)           84.256            1,104.60
Cumulative and Average Annual Total Returns
                 without/with charges                                    16.56% A                                         10.46% B
 
                                                      Global Utilities Securities
12-31-96         Purchase                       $1,000.00           $20.52658248      48.717           48.717           $1,000.00
12-31-97         Contract Fee                      (1.00)            25.63546176     (0.039)           48.678            1,247.89
12-31-97         Value before Surr C                                 25.63546176       0.000           48.678            1,247.89
12-31-97         Surrender Charge                 (60.00)            25.63546176     (2.341)           46.338            1,187.89
Cumulative and Average Annual Total Returns
                 without/with charge                                     24.89% A                                         18.79% B

                                                          Growth and Income
12-31-96         Purchase                       $1,000.00           $19.35081369      51.677           51.677           $1,000.00
12-31-97         Contract Fee                      (1.00)            24.35403985     (0.041)           51.636            1,257.55
12-31-97         Value before Surr Chg                               24.35403985       0.000           51.636            1,257.55
12-31-97         Surrender Charge                 (60.00)            24.35403985     (2.464)           49.173            1,197.55
Cumulative and Average Annual Total Returns
                 without/with charges                                    25.86% A                                         19.76% B

                                                             High Income
12-31-96         Purchase                       $1,000.00           $19.23682686      51.984           51.984           $1,000.00
12-31-97         Contract Fee                      (1.00)            21.14081079     (0.047)           51.936            1,097.98
12-31-97         Value before Surr Chg                               21.14081079       0.000           51.936            1,097.98
12-31-97         Surrender Charge                 (60.00)            21.14081079     (2.838)           49.098            1,037.98
Cumulative and Average Annual Total Returns
                 without/with charges                                     9.90% A                                          3.80% B

                                                          Income Securities
12-31-96         Purchase                       $1,000.00           $21.55369456      46.396           46.396           $1,000.00
12-31-97         Contract Fee                      (1.00)            24.86373833     (0.040)           46.356            1,152.57
12-31-97         Value before Surr Chg                               24.86373833       0.000           46.356            1,152.57
12-31-97         Surrender Charge                 (60.00)            24.86373833     (2.413)           43.942            1,092.57
Cumulative and Average Annual Total Returns
                 without/with charges                                    15.36% A                                          9.26% B

                                                             Money Market
12-31-96         Purchase                       $1,000.00           $13.26609762      75.380           75.380           $1,000.00
12-31-97         Contract Fee                      (1.00)            13.75569800     (0.073)           75.307            1,035.91
12-31-97         Value before Surr Chg                               13.75569800       0.000           75.307            1,035.91
12-31-97         Surrender Charge                 (60.00)            13.75569800     (4.362)           70.946              975.91
Cumulative and Average Annual Total Returns
                 without/with charges                                     3.69% A                                         -2.41% B

                                                     Mutual Discovery Securities
12-31-96         Purchase                       $1,000.00           $10.17920124      98.240           98.240           $1,000.00
12-31-97         Contract Fee                      (1.00)            11.97090670     (0.084)           98.156            1,175.02
12-31-97         Value before Surr Chg                               11.97090670       0.000           98.156            1,175.02
12-31-97         Surrender Charge                 (60.00)            11.97090670     (5.012)           93.144            1,115.02
Cumulative and Average Annual Total Returns
                 without/with charges                                    17.60% A                                         11.50% B

                                                       Mutual Shares Securities
12-31-96         Purchase                       $1,000.00           $10.32889538      96.816           96.816           $1,000.00
12-31-97         Contract Fee                      (1.00)            11.98070033     (0.083)           96.732            1,158.92
12-31-97         Value before Surr Chg                               11.98070033       0.000           96.732            1,158.92
12-31-97         Surrender Charge                 (60.00)            11.98070033     (5.008)           91.724            1,098.92
Cumulative and Average Annual Total Returns
                 without/with charges                                    15.99% A                                          9.89% B

                                                     Natural Resources Securities
12-31-96         Purchase                       $1,000.00           $14.36439436      69.617           69.617           $1,000.00
12-31-97         Contract Fee                      (1.00)            11.46649607     (0.087)           69.529              797.26
12-31-97         Value before Surr Chg                               11.46649607       0.000           69.529              797.26
12-31-97         Surrender Charge                 (60.00)            11.46649607     (5.233)           64.297              737.26
Cumulative and Average Annual Total Returns
                 without/with charges                                   -20.17% A                                        -26.27% B

                                                        Real Estate Securities
12-31-96         Purchase                       $1,000.00           $23.49916899      42.555           42.555           $1,000.00
12-31-97         Contract Fee                      (1.00)            27.94367614     (0.036)           42.519            1,188.13
12-31-97         Value before Surr Chg                               27.94367614       0.000           42.519            1,188.13
12-31-97         Surrender Charge                 (60.00)            27.94367614     (2.147)           40.372            1,128.13
Cumulative and Average Annual Total Returns
                 without/with charges                                    18.91% A                                         12.81% B

                                                           Rising Dividends
12-31-96         Purchase                       $1,000.00           $15.23536682      65.637           65.637           $1,000.00
12-31-97         Contract Fee                      (1.00)            19.96761178     (0.050)           65.587            1,309.61
12-31-97         Value before Surr Chg                               19.96761178       0.000           65.587            1,309.61
12-31-97         Surrender Charge                 (60.00)            19.96761178     (3.005)           62.582            1,249.61
Cumulative and Average Annual Total Returns
                 without/with charges                                    31.06% A                                         24.96% B

                                                              Small Cap
12-31-96         Purchase                       $1,000.00           $12.89918829      77.524           77.524           $1,000.00
12-31-97         Contract Fee                      (1.00)            14.92280844     (0.067)           77.457            1,155.88
12-31-97         Value before Surr Chg                               14.92280844       0.000           77.457            1,155.88
12-31-97         Surrender Charge                 (60.00)            14.92280844     (4.021)           73.437            1,095.88
Cumulative and Average Annual Total Returns
                 without/with charges                                    15.69% A                                          9.59% B

                                                 Templeton Developing Markets Equity
12-31-96         Purchase                       $1,000.00           $11.45833113      87.273           87.273           $1,000.00
12-31-97         Contract Fee                      (1.00)            10.30480726     (0.097)           87.176              898.33
12-31-97         Value before Surr Chg                               10.30480726       0.000           87.176              898.33
12-31-97         Surrender Charge                 (60.00)            10.30480726     (5.823)           81.353              838.33
Cumulative and Average Annual Total Returns
                 without/with charges                                   -10.07% A                                        -16.17% B

                                                  Templeton Global Asset Allocation
12-31-96         Purchase                       $1,000.00           $12.49492743      80.032           80.032           $1,000.00
12-31-97         Contract Fee                      (1.00)            13.75214238     (0.073)           79.960            1,099.62
12-31-97         Value before Surr Chg                               13.75214238       0.000           79.960            1,099.62
12-31-97         Surrender Charge                 (60.00)            13.75214238     (4.363)           75.597            1,039.62
Cumulative and Average Annual Total Returns
                 without/with charges                                    10.06% A                                          3.96% B

                                                       Templeton Global Growth
12-31-96         Purchase                       $1,000.00           $13.52541005      73.935           73.935           $1,000.00
12-31-97         Contract Fee                      (1.00)            15.12444656     (0.066)           73.869            1,117.22
12-31-97         Value before Surr Chg                               15.12444656       0.000           73.869            1,117.22
12-31-97         Surrender Charge                 (60.00)            15.12444656     (3.967)           69.902            1,057.22
Cumulative and Average Annual Total Returns
                 without/with charges                                    11.82% A                                          5.72% B

                                                  Templeton Global Income Securities
12-31-96         Purchase                       $1,000.00           $16.66103106      60.020           60.020           $1,000.00
12-31-97         Contract Fee                      (1.00)            16.82084400     (0.059)           59.961            1,008.59
12-31-97         Value before Surr Chg                               16.82084400       0.000           59.961            1,008.59
12-31-97         Surrender Charge                 (60.00)            16.82084400     (3.567)           56.394              948.59
Cumulative and Average Annual Total Returns
                 without/with charges                                     0.96% A                                         -5.14% B

                                                    Templeton International Equity
12-31-96         Purchase                       $1,000.00           $16.01035857      62.460           62.460           $1,000.00
12-31-97         Contract Fee                      (1.00)            17.61715343     (0.057)           62.403            1,099.36
12-31-97         Value before Surr Chg                               17.61715343       0.000           62.403            1,099.36
12-31-97         Surrender Charge                 (60.00)            17.61715343     (3.406)           58.997            1,039.36
Cumulative and Average Annual Total Returns
                 without/with charges                                    10.04% A                                          3.94% B

                                              Templeton International Smaller Companies
12-31-96         Purchase                       $1,000.00           $11.13849568      89.779           89.779           $1,000.00
12-31-97         Contract Fee                      (1.00)            10.80891898     (0.093)           89.686              969.41
12-31-97         Value before Surr Chg                               10.80891898       0.000           89.686              969.41
12-31-97         Surrender Charge                 (60.00)            10.80891898     (5.551)           84.135              909.41
Cumulative and Average Annual Total Returns
                 without/with charges                                    -2.96% A                                         -9.06% B

                                                       Templeton Pacific Growth
12-31-96         Purchase                       $1,000.00           $14.86560901      67.269           67.269           $1,000.00
12-31-97         Contract Fee                      (1.00)             9.38089631     (0.107)           67.163              630.05
12-31-97         Value before Surr Chg                                9.38089631       0.000           67.163              630.05
12-31-97         Surrender Charge                 (60.00)             9.38089631     (6.396)           60.767              570.05
Cumulative and Average Annual Total Returns
                 without/with charges                                   -36.90% A                                        -43.00% B

                                                      U.S. Government Securities
12-31-96         Purchase                       $1,000.00           $16.53304452      60.485           60.485           $1,000.00
12-31-97         Contract Fee                      (1.00)            17.80492179     (0.056)           60.429            1,075.93
12-31-97         Value before Surr Chg                               17.80492179       0.000           60.429            1,075.93
12-31-97         Surrender Charge                 (60.00)            17.80492179     (3.370)           57.059            1,015.93
Cumulative and Average Annual Total Returns
                 without/with charges                                     7.69% A                                          1.59% B

                                                          Zero Coupon - 2000
12-31-96         Purchase                       $1,000.00           $18.34477774      54.511           54.511           $1,000.00
12-31-97         Contract Fee                      (1.00)            19.35767222     (0.052)           54.460            1,054.21
12-31-97         Value before Surr Chg                               19.35767222       0.000           54.460            1,054.21
12-31-97         Surrender Charge                 (60.00)            19.35767222     (3.100)           51.360              994.21
Cumulative and Average Annual Total Returns
                 without/with charges                                     5.52% A                                         -0.58% B

                                                          Zero Coupon - 2005
12-31-96         Purchase                           $1,00           $20.37523353      49.079           49.079           $1,000.00
12-31-97         Contract Fee                      (1.00)            22.35667212     (0.045)           49.034            1,096.25
12-31-97         Value before Surr Chg                               22.35667212       0.000           49.034            1,096.25
12-31-97         Surrender Charge                 (60.00)            22.35667212     (2.684)           46.351            1,036.25
Cumulative and Average Annual Total Returns
                 without/with charges                                     9.72% A                                          3.62% B

                                                          Zero Coupon - 2010
12-31-96         Purchase                        1,000.00           $21.37105221      46.792           46.792           $1,000.00
12-31-97         Contract Fee                      (1.00)            24.54360878     (0.041)           46.752            1,147.45
12-31-97         Value before Surr Chg                               24.54360878       0.000           46.752            1,147.45
12-31-97         Surrender Charge                 (60.00)            24.54360878     (2.445)           44.307            1,087.45
Cumulative and Average Annual Total Returns
                 without/with charges                                    14.85% A                                          8.75% B
<FN>

A = (Unit Value as of December 31, 1997 - Unit Value at Purchase)/Unit Value at Purchase
B = (Accumulated Value as of December 31, 1997 - Accum. Value at Purch.)/Accum. Value at Purch.
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                  Original Purchase as of December 31, 1994
                                    Valuation Date as of December 31, 1997
 

                                           Dollar                       Units This    Accum.      Accum.
    Date             Transaction           Amount       Unit Value        Trans.      Units       Value
<S>              <C>                         <C>             <C>              <C>       <C>          <C>

                                                 Global Utilities Securities
12-31-94      Purchase                     $1,000.00      $15.02348951       66.562     66.562    $1,000.00
12-31-95      Contract Fee                    (1.00)       19.44283491      (0.051)     66.511     1,293.16
12-31-96      Contract Fee                    (1.00)       20.52658248      (0.049)     66.462     1,364.24
12-31-97      Contract Fee                    (1.00)       25.63546176      (0.039)     66.423     1,702.79
12-31-97      Value before Surr Chg                        25.63546176        0.000     66.423     1,702.79
12-31-97      Surrender Charge               (51.00)       25.63546176      (1.989)     64.434     1,651.79
Cumulative Total Returns without/with chrgs.                    70.64% A                             65.18% C
Avg. Annual Total Returns without/with chrgs.                   19.50% B                             18.21% D

                                             Growth and Income
12-31-94      Purchase                     $1,000.00      $13.14423327       76.079     76.079    $1,000.00
12-31-95      Contract Fee                    (1.00)       17.20200155      (0.058)     76.021     1,307.71
12-31-96      Contract Fee                    (1.00)       19.35081369      (0.052)     75.969     1,470.07
12-31-97      Contract Fee                    (1.00)       24.35403985      (0.041)     75.928     1,849.16
12-31-97      Value before Surr Chg                        24.35403985        0.000     75.928     1,849.16
12-31-97      Surrender Charge               (51.00)       24.35403985      (2.094)     73.834     1,798.16
Cumulative Total Returns without/with chrgs.                    85.28% A                             79.82% C
Avg. Annual Total Returns without/with chrgs.                   22.82% B                             21.60% D

                                                 High Income
12-31-94      Purchase                     $1,000.00      $14.52977464       68.824     68.824    $1,000.00
12-31-95      Contract Fee                    (1.00)       17.14451419      (0.058)     68.766     1,178.96
12-31-96      Contract Fee                    (1.00)       19.23682686      (0.052)     68.714     1,321.84
12-31-97      Contract Fee                    (1.00)       21.14081079      (0.047)     68.667     1,451.67
12-31-97      Value before Surr Chg                        21.14081079        0.000     68.667     1,451.67
12-31-97      Surrender Charge               (51.00)       21.14081079      (2.412)     66.254     1,400.67
Cumulative Total Returns without/with chrgs.                    45.50% A                             40.07% C
Avg. Annual Total Returns without/with chrgs.                   13.32% B                             11.89% D

                                              Income Securities
12-31-94      Purchase                     $1,000.00      $16.30439562       61.333     61.333    $1,000.00
12-31-95      Contract Fee                    (1.00)       19.66228575      (0.051)     61.282     1,204.95
12-31-96      Contract Fee                    (1.00)       21.55369456      (0.046)     61.236     1,319.86
12-31-97      Contract Fee                    (1.00)       24.86373833      (0.040)     61.196     1,521.55
12-31-97      Value before Surr Chg                        24.86373833        0.000     61.196     1,521.55
12-31-97      Surrender Charge               (51.00)       24.86373833      (2.051)     59.144     1,470.55
Cumulative Total Returns without/with chrgs.                    52.50% A                             47.06% C
Avg. Annual Total Returns without/with chrgs.                   15.10% B                             13.72% D

                                                 Money Market
12-31-94      Purchase                     $1,000.00      $12.29002320       81.367     81.367    $1,000.00
12-31-95      Contract Fee                    (1.00)       12.80529257      (0.078)     81.289     1,040.93
12-31-96      Contract Fee                    (1.00)       13.26609762      (0.075)     81.213     1,077.38
12-31-97      Contract Fee                    (1.00)       13.75569800      (0.073)     81.141     1,116.15
12-31-97      Value before Surr Chg                        13.75569800        0.000     81.141     1,116.15
12-31-97      Surrender Charge               (51.00)       13.75569800      (3.708)     77.433     1,065.15
Cumulative Total Returns without/with chrgs.                    11.93% A                              6.51% C
Avg. Annual Total Returns without/with chrgs.                    3.83% B                              2.13% D

                                         Natural Resources Securities
12-31-94      Purchase                     $1,000.00      $13.90432727       71.920     71.920    $1,000.00
12-31-95      Contract Fee                    (1.00)       14.02092182      (0.071)     71.849     1,007.39
12-31-96      Contract Fee                    (1.00)       14.36439436      (0.070)     71.779     1,031.06
12-31-97      Contract Fee                    (1.00)       11.46649607      (0.087)     71.692       822.05
12-31-97      Value before Surr Chg                        11.46649607        0.000     71.692       822.05
12-31-97      Surrender Charge               (51.00)       11.46649607      (4.448)     67.244       771.05
Cumulative Total Returns without/with chrgs.                   -17.53% A                            -22.89% C
Avg. Annual Total Returns without/with chrgs.                   -6.22% B                             -8.30% D

                                            Real Estate Securities
12-31-94      Purchase                     $1,000.00      $15.51100005       64.470     64.470    $1,000.00
12-31-95      Contract Fee                    (1.00)       17.96041830      (0.056)     64.415     1,156.91
12-31-96      Contract Fee                    (1.00)       23.49916899      (0.043)     64.372     1,512.69
12-31-97      Contract Fee                    (1.00)       27.94367614      (0.036)     64.336     1,797.79
12-31-97      Value before Surr Chg                        27.94367614        0.000     64.336     1,797.79
12-31-97      Surrender Charge               (51.00)       27.94367614      (1.825)     62.511     1,746.79
Cumulative Total Returns without/with chrgs.                    80.15% A                             74.68% C
Avg. Annual Total Returns without/with chrgs.                   21.68% B                             20.43% D

                                               Rising Dividends
12-31-94      Purchase                     $1,000.00       $9.74313966      102.636    102.636    $1,000.00
12-31-95      Contract Fee                    (1.00)       12.45442887      (0.080)    102.556     1,277.28
12-31-96      Contract Fee                    (1.00)       15.23536682      (0.066)    102.490     1,561.48
12-31-97      Contract Fee                    (1.00)       19.96761178      (0.050)    102.440     2,045.49
12-31-97      Value before Surr Chg                        19.96761178        0.000    102.440     2,045.49
12-31-97      Surrender Charge               (51.00)       19.96761178      (2.554)     99.886     1,994.49
Cumulative Total Returns without/with chrgs.                   104.94% A                             99.45% C
Avg. Annual Total Returns without/with chrgs.                   27.02% B                             25.88% D

                                     Templeton Developing Markets Equity
12-31-94      Purchase                     $1,000.00       $9.44748810      105.848    105.848    $1,000.00
12-31-95      Contract Fee                    (1.00)        9.56626187      (0.105)    105.744     1,011.57
12-31-96      Contract Fee                    (1.00)       11.45833113      (0.087)    105.656     1,210.65
12-31-97      Contract Fee                    (1.00)       10.30480726      (0.097)    105.559     1,087.77
12-31-97      Value before Surr Chg                        10.30480726        0.000    105.559     1,087.77
12-31-97      Surrender Charge               (51.00)       10.30480726      (4.949)    100.610     1,036.77
Cumulative Total Returns without/with chrgs.                     9.07% A                              3.68% C
Avg. Annual Total Returns without/with chrgs.                    2.94% B                              1.21% D

                                            Templeton Global Growth
12-31-94      Purchase                     $1,000.00      $10.19356357       98.101     98.101    $1,000.00
12-31-95      Contract Fee                    (1.00)       11.32067650      (0.088)     98.013     1,109.57
12-31-96      Contract Fee                    (1.00)       13.52541005      (0.074)     97.939     1,324.66
12-31-97      Contract Fee                    (1.00)       15.12444656      (0.066)     97.873     1,480.27
12-31-97      Value before Surr Chg                        15.12444656        0.000     97.873     1,480.27
12-31-97      Surrender Charge               (51.00)       15.12444656      (3.372)     94.501     1,429.27
Cumulative Total Returns without/with chrgs.                    48.37% A                             42.93% C
Avg. Annual Total Returns without/with chrgs.                   14.06% B                             12.64% D

                                      Templeton Global Income Securities
12-31-94      Purchase                     $1,000.00      $13.65317533       73.243     73.243    $1,000.00
12-31-95      Contract Fee                    (1.00)       15.42592706      (0.065)     73.178     1,128.84
12-31-96      Contract Fee                    (1.00)       16.66103106      (0.060)     73.118     1,218.22
12-31-97      Contract Fee                    (1.00)       16.82084400      (0.059)     73.059     1,228.91
12-31-97      Value before Surr Chg                        16.82084400        0.000     73.059     1,228.91
12-31-97      Surrender Charge               (51.00)       16.82084400      (3.032)     70.027     1,177.91
Cumulative Total Returns without/with chrgs.                    23.20% A                             17.79% C
Avg. Annual Total Returns without/with chrgs.                    7.20% B                              5.61% D

                                        Templeton International Equity
12-31-94      Purchase                     $1,000.00      $12.12945216       82.444     82.444    $1,000.00
12-31-95      Contract Fee                    (1.00)       13.21605786      (0.076)     82.368     1,088.58
12-31-96      Contract Fee                    (1.00)       16.01035857      (0.062)     82.306     1,317.75
12-31-97      Contract Fee                    (1.00)       17.61715343      (0.057)     82.249     1,448.99
12-31-97      Value before Surr Chg                        17.61715343        0.000     82.249     1,448.99
12-31-97      Surrender Charge               (51.00)       17.61715343      (2.895)     79.354     1,397.99
Cumulative Total Returns without/with chrgs.                    45.24% A                             39.80% C
Avg. Annual Total Returns without/with chrgs.                   13.25% B                             11.82% D

                                           Templeton Pacific Growth
12-31-94      Purchase                     $1,000.00      $12.76818771       78.320     78.320    $1,000.00
12-31-95      Contract Fee                    (1.00)       13.58246157      (0.074)     78.246     1,062.77
12-31-96      Contract Fee                    (1.00)       14.86560901      (0.067)     78.179     1,162.17
12-31-97      Contract Fee                    (1.00)        9.38089631      (0.107)     78.072       732.39
12-31-97      Value before Surr Chg                         9.38089631        0.000     78.072       732.39
12-31-97      Surrender Charge               (51.00)        9.38089631      (5.437)     72.636       681.39
Cumulative Total Returns without/with chrgs.                   -26.53% A                            -31.86% C
Avg. Annual Total Returns without/with chrgs.                   -9.77% B                            -12.00% D

                                          U.S. Government Securities
12-31-94      Purchase                     $1,000.00      $13.76239537       72.662     72.662    $1,000.00
12-31-95      Contract Fee                    (1.00)       16.19773372      (0.062)     72.600     1,175.96
12-31-96      Contract Fee                    (1.00)       16.53304452      (0.060)     72.540     1,199.30
12-31-97      Contract Fee                    (1.00)       17.80492179      (0.056)     72.483     1,290.56
12-31-97      Value before Surr Chg                        17.80492179        0.000     72.483     1,290.56
12-31-97      Surrender Charge               (51.00)       17.80492179      (2.864)     69.619     1,239.56
Cumulative Total Returns without/with chrgs.                    29.37% A                             23.96% C
Avg. Annual Total Returns without/with chrgs.                    8.96% B                              7.42% D

                                              Zero Coupon - 2000
12-31-94      Purchase                     $1,000.00      $15.29260574       65.391     65.391    $1,000.00
12-31-95      Contract Fee                    (1.00)       18.18141100      (0.055)     65.336     1,187.90
12-31-96      Contract Fee                    (1.00)       18.34477774      (0.055)     65.282     1,197.58
12-31-97      Contract Fee                    (1.00)       19.35767222      (0.052)     65.230     1,262.70
12-31-97      Value before Surr Chg                        19.35767222        0.000     65.230     1,262.70
12-31-97      Surrender Charge               (51.00)       19.35767222      (2.635)     62.595     1,211.70
Cumulative Total Returns without/with chrgs.                    26.58% A                             21.17% C
Avg. Annual Total Returns without/with chrgs.                    8.17% B                              6.61% D

                                              Zero Coupon - 2005
12-31-94      Purchase                     $1,000.00      $16.01393970       62.446     62.446    $1,000.00
12-31-95      Contract Fee                    (1.00)       20.78832859      (0.048)     62.397     1,297.14
12-31-96      Contract Fee                    (1.00)       20.37523353      (0.049)     62.348     1,270.36
12-31-97      Contract Fee                    (1.00)       22.35667212      (0.045)     62.304     1,392.90
12-31-97      Value before Surr Chg                        22.35667212        0.000     62.304     1,392.90
12-31-97      Surrender Charge               (51.00)       22.35667212      (2.281)     60.022     1,341.90
Cumulative Total Returns without/with chrgs.                    39.61% A                             34.19% C
Avg. Annual Total Returns without/with chrgs.                   11.76% B                             10.30% D

                                              Zero Coupon - 2010
12-31-94      Purchase                     $1,000.00      $15.84633119       63.106     63.106    $1,000.00
12-31-95      Contract Fee                    (1.00)       22.29375904      (0.045)     63.061     1,405.87
12-31-96      Contract Fee                    (1.00)       21.37105221      (0.047)     63.014     1,346.68
12-31-97      Contract Fee                    (1.00)       24.54360878      (0.041)     62.974     1,545.60
12-31-97      Value before Surr Chg                        24.54360878        0.000     62.974     1,545.60
12-31-97      Surrender Charge               (51.00)       24.54360878      (2.078)     60.896     1,494.60
Cumulative Total Returns without/with chrgs.                    54.89% A                             49.46% C
Avg. Annual Total Returns without/with chrgs.                   15.70% B                             14.33% D
<FN>

A = (Unit Value as of December 31, 1997 - Unit Value at Purchase)/Unit Value at Purchase
B = [(A+1)^(1/3 Years)]-1
C = (Accumulated Value as of December 31, 1997 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/3 Years)]-1
</FN>
</TABLE>


<TABLE>
<CAPTION>


                                  Original Purchase as of December 31, 1992
                                   Valuation Date as of December 31, 1997
 

                                         Dollar                       Units This    Accum.       Accum.
   Date            Transaction           Amount        Unit Value       Trans.       Units       Value
<S>         <C>                           <C>             <C>             <C>         <C>         <C>
      
                                               Global Utilities Securities
12-31-92    Purchase                      $1,000.00      $15.83244652      63.161      63.161    $1,000.00
12-31-93    Contract Fee                     (1.00)       17.24200577     (0.058)      63.103     1,088.03
12-31-94    Contract Fee                     (1.00)       15.02348951     (0.067)      63.037       947.03
12-31-95    Contract Fee                     (1.00)       19.44283491     (0.051)      62.985     1,224.62
12-31-96    Contract Fee                     (1.00)       20.52658248     (0.049)      62.937     1,291.88
12-31-97    Contract Fee                     (1.00)       25.63546176     (0.039)      62.898     1,612.41
12-31-97    Value before Surr Chg                         25.63546176       0.000      62.898     1,612.41
12-31-97    Surrender Charge                (34.00)       25.63546176     (1.326)      61.571     1,578.41
Cumulative Total Returns without/with chrgs.                   61.92% A                             57.84% C
Avg. Annual Total Returns without/with chrgs.                  10.12% B                              9.56% D

                                                Growth and Income
12-31-92    Purchase                      $1,000.00      $12.52913900      79.814      79.814    $1,000.00
12-31-93    Contract Fee                     (1.00)       13.61630571     (0.073)      79.741     1,085.77
12-31-94    Contract Fee                     (1.00)       13.14423327     (0.076)      79.664     1,047.13
12-31-95    Contract Fee                     (1.00)       17.20200155     (0.058)      79.606     1,369.39
12-31-96    Contract Fee                     (1.00)       19.35081369     (0.052)      79.555     1,539.45
12-31-97    Contract Fee                     (1.00)       24.35403985     (0.041)      79.514     1,936.48
12-31-97    Value before Surr Chg                         24.35403985       0.000      79.514     1,936.48
12-31-97    Surrender Charge                (34.00)       24.35403985     (1.396)      78.117     1,902.48
Cumulative Total Returns without/with chrgs.                   94.38% A                             90.25% C
Avg. Annual Total Returns without/with chrgs.                  14.22% B                             13.73% D

                                                 High Income
12-31-92    Purchase                      $1,000.00      $13.23092335      75.581      75.581    $1,000.00
12-31-93    Contract Fee                     (1.00)       15.08792342     (0.066)      75.514     1,139.35
12-31-94    Contract Fee                     (1.00)       14.52977464     (0.069)      75.445     1,096.20
12-31-95    Contract Fee                     (1.00)       17.14451419     (0.058)      75.387     1,292.47
12-31-96    Contract Fee                     (1.00)       19.23682686     (0.052)      75.335     1,449.21
12-31-97    Contract Fee                     (1.00)       21.14081079     (0.047)      75.288     1,591.65
12-31-97    Value before Surr Chg                         21.14081079       0.000      75.288     1,591.65
12-31-97    Surrender Charge                (34.00)       21.14081079     (1.608)      73.680     1,557.65
Cumulative Total Returns without/with chrgs.                   59.78% A                             55.76% C
Avg. Annual Total Returns without/with chrgs.                   9.83% B                              9.27% D

                                              Income Securities
12-31-92    Purchase                      $1,000.00      $15.10888772      66.186      66.186    $1,000.00
12-31-93    Contract Fee                     (1.00)       17.65574049     (0.057)      66.130     1,167.57
12-31-94    Contract Fee                     (1.00)       16.30439562     (0.061)      66.068     1,077.20
12-31-95    Contract Fee                     (1.00)       19.66228575     (0.051)      66.017     1,298.05
12-31-96    Contract Fee                     (1.00)       21.55369456     (0.046)      65.971     1,421.92
12-31-97    Contract Fee                     (1.00)       24.86373833     (0.040)      65.931     1,639.29
12-31-97    Value before Surr Chg                         24.86373833       0.000      65.931     1,639.29
12-31-97    Surrender Charge                (34.00)       24.86373833     (1.367)      64.563     1,605.29
Cumulative Total Returns without/with chrgs.                   64.56% A                             60.53% C
Avg. Annual Total Returns without/with chrgs.                  10.48% B                              9.93% D

                                                Money Market
12-31-92    Purchase                      $1,000.00      $11.89167887      84.092      84.092    $1,000.00
12-31-93    Contract Fee                     (1.00)       12.01410752     (0.083)      84.009     1,009.30
12-31-94    Contract Fee                     (1.00)       12.29002320     (0.081)      83.928     1,031.47
12-31-95    Contract Fee                     (1.00)       12.80529257     (0.078)      83.850     1,073.72
12-31-96    Contract Fee                     (1.00)       13.26609762     (0.075)      83.774     1,111.36
12-31-97    Contract Fee                     (1.00)       13.75569800     (0.073)      83.702     1,151.37
12-31-97    Value before Surr Chg                         13.75569800       0.000      83.702     1,151.37
12-31-97    Surrender Charge                (34.00)       13.75569800     (2.472)      81.230     1,117.37
Cumulative Total Returns without/with chrgs.                   15.67% A                             11.74% C
Avg. Annual Total Returns without/with chrgs.                   2.96% B                              2.24% D

                                       Natural Resources Securities
12-31-92    Purchase                      $1,000.00       $9.39103298     106.485     106.485    $1,000.00
12-31-93    Contract Fee                     (1.00)       14.39941891     (0.069)     106.415     1,532.32
12-31-94    Contract Fee                     (1.00)       13.90432727     (0.072)     106.343     1,478.63
12-31-95    Contract Fee                     (1.00)       14.02092182     (0.071)     106.272     1,490.03
12-31-96    Contract Fee                     (1.00)       14.36439436     (0.070)     106.202     1,525.53
12-31-97    Contract Fee                     (1.00)       11.46649607     (0.087)     106.115     1,216.77
12-31-97    Value before Surr Chg                         11.46649607       0.000     106.115     1,216.77
12-31-97    Surrender Charge                (34.00)       11.46649607     (2.965)     103.150     1,182.77
Cumulative Total Returns without/with chrgs.                   22.10% A                             18.28% C
Avg. Annual Total Returns without/with chrgs.                   4.07% B                              3.41% D

                                           Real Estate Securities
12-31-92    Purchase                      $1,000.00      $13.04914908      76.633      76.633    $1,000.00
12-31-93    Contract Fee                     (1.00)       15.30083761     (0.065)      76.568     1,171.55
12-31-94    Contract Fee                     (1.00)       15.51100005     (0.064)      76.504     1,186.65
12-31-95    Contract Fee                     (1.00)       17.96041830     (0.056)      76.448     1,373.04
12-31-96    Contract Fee                     (1.00)       23.49916899     (0.043)      76.405     1,795.46
12-31-97    Contract Fee                     (1.00)       27.94367614     (0.036)      76.370     2,134.04
12-31-97    Value before Surr Chg                         27.94367614       0.000      76.370     2,134.04
12-31-97    Surrender Charge                (34.00)       27.94367614     (1.217)      75.153     2,100.04
Cumulative Total Returns without/with chrgs.                  114.14% A                            110.00% C
Avg. Annual Total Returns without/with chrgs.                  16.45% B                             16.00% D

                                              Rising Dividends
12-31-92    Purchase                      $1,000.00      $10.83875667      92.262      92.262    $1,000.00
12-31-93    Contract Fee                     (1.00)       10.30939159     (0.097)      92.165      $950.16
12-31-94    Contract Fee                     (1.00)        9.74313966     (0.103)      92.062      $896.97
12-31-95    Contract Fee                     (1.00)       12.45442887     (0.080)      91.982     1,145.58
12-31-96    Contract Fee                     (1.00)       15.23536682     (0.066)      91.916     1,400.37
12-31-97    Contract Fee                     (1.00)       19.96761178     (0.050)      91.866     1,834.34
12-31-97    Value before Surr Chg                         19.96761178       0.000      91.866     1,834.34
12-31-97    Surrender Charge                (34.00)       19.96761178     (1.703)      90.163     1,800.34
Cumulative Total Returns without/with chrgs.                   84.22% A                             80.03% C
Avg. Annual Total Rtns. without/with chrgs.                    13.00% B                             12.48% D

                                     Templeton Global Income Securities
12-31-92    Purchase                      $1,000.00      $12.68746730      78.818      78.818    $1,000.00
12-31-93    Contract Fee                     (1.00)       14.58489254     (0.069)      78.749     1,148.55
12-31-94    Contract Fee                     (1.00)       13.65317533     (0.073)      78.676     1,074.18
12-31-95    Contract Fee                     (1.00)       15.42592706     (0.065)      78.611     1,212.65
12-31-96    Contract Fee                     (1.00)       16.66103106     (0.060)      78.551     1,308.75
12-31-97    Contract Fee                     (1.00)       16.82084400     (0.059)      78.492     1,320.30
12-31-97    Value before Surr Chg                         16.82084400       0.000      78.492     1,320.30
12-31-97    Surrender Charge                (34.00)       16.82084400     (2.021)      76.471     1,286.30
Cumulative Total Returns without/with chrgs.                   32.58% A                             28.63% C
Avg. Annual Total Returns without/with chrgs.                   5.80% B                              5.16% D

                                       Templeton International Equity
12-31-92    Purchase                      $1,000.00       $9.63445037     103.794     103.794    $1,000.00
12-31-93    Contract Fee                     (1.00)       12.20456639     (0.082)     103.712     1,265.76
12-31-94    Contract Fee                     (1.00)       12.12945216     (0.082)     103.630     1,256.97
12-31-95    Contract Fee                     (1.00)       13.21605786     (0.076)     103.554     1,368.58
12-31-96    Contract Fee                     (1.00)       16.01035857     (0.062)     103.492     1,656.94
12-31-97    Contract Fee                     (1.00)       17.61715343     (0.057)     103.435     1,822.23
12-31-97    Value before Surr Chg                         17.61715343       0.000     103.435     1,822.23
12-31-97    Surrender Charge                (34.00)       17.61715343     (1.930)     101.505     1,788.23
Cumulative Total Returns without/with chrgs.                   82.86% A                             78.82% C
Avg. Annual Total Rtns. without/with chrgs.                    12.83% B                             12.33% D

                                          Templeton Pacific Growth
12-31-92    Purchase                      $1,000.00       $9.75290673     102.534     102.534    $1,000.00
12-31-93    Contract Fee                     (1.00)       14.20875721     (0.070)     102.463     1,455.87
12-31-94    Contract Fee                     (1.00)       12.76818771     (0.078)     102.385     1,307.27
12-31-95    Contract Fee                     (1.00)       13.58246157     (0.074)     102.311     1,389.64
12-31-96    Contract Fee                     (1.00)       14.86560901     (0.067)     102.244     1,519.92
12-31-97    Contract Fee                     (1.00)        9.38089631     (0.107)     102.137       958.14
12-31-97    Value before Surr Chg                          9.38089631       0.000     102.137       958.14
12-31-97    Surrender Charge                (34.00)        9.38089631     (3.624)      98.513       924.14
Cumulative Total Returns without/with chrgs.                   -3.81% A                             -7.59% C
Avg. Annual Total Rtns. without/with chrgs.                    -0.77% B                             -1.57% D

                                         U.S. Government Securities
12-31-92    Purchase                      $1,000.00      $13.53931957      73.859      73.859    $1,000.00
12-31-93    Contract Fee                     (1.00)       14.63435517     (0.068)      73.791     1,079.88
12-31-94    Contract Fee                     (1.00)       13.76239537     (0.073)      73.718     1,014.54
12-31-95    Contract Fee                     (1.00)       16.19773372     (0.062)      73.656     1,193.06
12-31-96    Contract Fee                     (1.00)       16.53304452     (0.060)      73.596     1,216.76
12-31-97    Contract Fee                     (1.00)       17.80492179     (0.056)      73.540     1,309.37
12-31-97    Value before Surr Chg                         17.80492179       0.000      73.540     1,309.37
12-31-97    Surrender Charge                (34.00)       17.80492179     (1.910)      71.630     1,275.37
Cumulative Total Returns without/with chrgs.                   31.51% A                             27.54% C
Avg. Annual Total Returns without/with chrgs.                   5.63% B                              4.98% D

                                           Zero Coupon - 2000
12-31-92    Purchase                      $1,000.00      $14.54452031      68.754      68.754    $1,000.00
12-31-93    Contract Fee                     (1.00)       16.64474050     (0.060)      68.694     1,143.40
12-31-94    Contract Fee                     (1.00)       15.29260574     (0.065)      68.629     1,049.52
12-31-95    Contract Fee                     (1.00)       18.18141100     (0.055)      68.574     1,246.77
12-31-96    Contract Fee                     (1.00)       18.34477774     (0.055)      68.519     1,256.97
12-31-97    Contract Fee                     (1.00)       19.35767222     (0.052)      68.468     1,325.38
12-31-97    Value before Surr Chg                         19.35767222       0.000      68.468     1,325.38
12-31-97    Surrender Charge                (34.00)       19.35767222     (1.756)      66.711     1,291.38
Cumulative Total Returns without/with chrgs.                   33.09% A                             29.14% C
Avg. Annual Total Returns without/with chrgs.                   5.88% B                              5.25% D

                                             Zero Coupon - 2005
12-31-92    Purchase                      $1,000.00      $14.92512949      67.001      67.001    $1,000.00
12-31-93    Contract Fee                     (1.00)       17.97404729     (0.056)      66.945     1,203.28
12-31-94    Contract Fee                     (1.00)       16.01393970     (0.062)      66.883     1,071.06
12-31-95    Contract Fee                     (1.00)       20.78832859     (0.048)      66.835     1,389.39
12-31-96    Contract Fee                     (1.00)       20.37523353     (0.049)      66.786     1,360.78
12-31-97    Contract Fee                     (1.00)       22.35667212     (0.045)      66.741     1,492.11
12-31-97    Value before Surr Chg                         22.35667212       0.000      66.741     1,492.11
12-31-97    Surrender Charge                (34.00)       22.35667212     (1.521)      65.220     1,458.11
Cumulative Total Returns without/with chrgs.                   49.79% A                             45.81% C
Avg. Annual Total Returns without/with chrgs.                   8.42% B                              7.83% D

                                             Zero Coupon - 2010
12-31-92    Purchase                      $1,000.00      $14.61898218      68.404      68.404    $1,000.00
12-31-93    Contract Fee                     (1.00)       18.06559695     (0.055)      68.349     1,234.76
12-31-94    Contract Fee                     (1.00)       15.84633119     (0.063)      68.286     1,082.08
12-31-95    Contract Fee                     (1.00)       22.29375904     (0.045)      68.241     1,521.35
12-31-96    Contract Fee                     (1.00)       21.37105221     (0.047)      68.194     1,457.38
12-31-97    Contract Fee                     (1.00)       24.54360878     (0.041)      68.153     1,672.73
12-31-97    Value before Surr Chg                         24.54360878       0.000      68.153     1,672.73
12-31-97    Surrender Charge                (34.00)       24.54360878     (1.385)      66.768     1,638.73
Cumulative Total Returns without/with chrgs.                   67.89% A                             63.87% C
Avg. Annual Total Returns without/with chrgs.                  10.92% B                             10.38% D
<FN>

A = (Unit Value as of December 31, 1997 - Unit Value at Purchase)/Unit Value at Purchase
B = [(A+1)^(1/5 Years)]-1
C = (Accumulated Value as of December 31, 1997 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/5 Years)]-1
</FN>
</TABLE>

<TABLE>
<CAPTION>
 
                                        Original Purchase as of Sub-Account Inception
                                             Valuation Date as of December 31, 1997


                                                Dollar                             Units This      Accum.         Accum.
      Date               Transaction            Amount           Unit Value          Trans.         Units          Value

<S>               <C>                            <C>                 <C>                <C>            <C>          <C>
                                                         Capital Growth
5-1-96            Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
5-1-97            Contract Fee                       (1.00)          $11.17227997       (0.090)        99.910       $1,116.23
12-31-97          Contract Fee                       (1.00)           13.10996126       (0.076)        99.834        1,308.82
12-31-97          Value before Surr Chg                               13.10996126         0.000        99.834        1,308.82
12-31-97          Surrender Charge                  (51.00)           13.10996126       (3.890)        95.944        1,257.82
Cumulative Total Returns without/with chgs.                                31.10% A                                    25.78% C
Avg. Annual Total Returns without/with chgs.                               17.62% B                                    14.74% D

                                                         Global Utilities Securities
1-24-89           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
1-24-90           Contract Fee                       (1.00)           11.47363453       (0.087)        99.913        1,146.36
1-24-91           Contract Fee                       (1.00)           11.95102656       (0.084)        99.829        1,193.06
1-24-92           Contract Fee                       (1.00)           14.20139407       (0.070)        99.759        1,416.71
1-24-93           Contract Fee                       (1.00)           15.91822229       (0.063)        99.696        1,586.98
1-24-94           Contract Fee                       (1.00)           16.43119760       (0.061)        99.635        1,637.12
1-24-95           Contract Fee                       (1.00)           15.48692698       (0.065)        99.571        1,542.04
1-24-96           Contract Fee                       (1.00)           19.69346882       (0.051)        99.520        1,959.89
1-24-97           Contract Fee                       (1.00)           20.83359223       (0.048)        99.472        2,072.35
12-31-97          Value before Surr Chg                               25.63546176         0.000        99.472        2,550.00
12-31-97          Contract Fee                       (1.00)           25.63546176       (0.039)        99.433        2,549.00
12-31-97          Surrender Charge                     0.00           25.63546176         0.000        99.433        2,549.00
Cumulative Total Returns without/with chgs.                               156.35% A                                   154.90% C
Avg. Annual Total Returns without/with chgs.                               11.10% B                                    11.03% D

                                                       Growth and Income
1-24-89           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
1-24-90           Contract Fee                       (1.00)            9.59756692       (0.104)        99.896          958.76
1-24-91           Contract Fee                       (1.00)           10.03104257       (0.100)        99.796        1,001.06
1-24-92           Contract Fee                       (1.00)           12.16171947       (0.082)        99.714        1,212.69
1-24-93           Contract Fee                       (1.00)           12.57661487       (0.080)        99.634        1,253.06
1-24-94           Contract Fee                       (1.00)           14.09886247       (0.071)        99.563        1,403.73
1-24-95           Contract Fee                       (1.00)           13.27759299       (0.075)        99.488        1,320.96
1-24-96           Contract Fee                       (1.00)           17.25393143       (0.058)        99.430        1,715.56
1-24-97           Contract Fee                       (1.00)           19.79450666       (0.051)        99.380        1,967.17
12-31-97          Value before Surr Chg                               24.35403985         0.000        99.380        2,420.30
12-31-97          Contract Fee                       (1.00)           24.35403985       (0.041)        99.339        2,419.30
12-31-97          Surrender Charge                     0.00           24.35403985         0.000        99.339        2,419.30
Cumulative Total Returns without/with chgs.                               143.54% A                                   141.93% C
Avg. Annual Total Returns without/with chgs.                               10.47% B                                    10.39% D

                                                          High Income
1-24-89           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
1-24-90           Contract Fee                       (1.00)            9.98265449       (0.100)        99.900          997.27
1-24-91           Contract Fee                       (1.00)            8.98103976       (0.111)        99.788          896.20
1-24-92           Contract Fee                       (1.00)           11.85616038       (0.084)        99.704        1,182.11
1-24-93           Contract Fee                       (1.00)           13.39874388       (0.075)        99.630        1,334.91
1-24-94           Contract Fee                       (1.00)           15.29126669       (0.065)        99.564        1,522.46
1-24-95           Contract Fee                       (1.00)           14.64571855       (0.068)        99.496        1,457.19
1-24-96           Contract Fee                       (1.00)           17.40215300       (0.057)        99.438        1,730.44
1-24-97           Contract Fee                       (1.00)           19.32656477       (0.052)        99.387        1,920.80
12-31-97          Value before Surr Chg                               21.14081079         0.000        99.387        2,101.11
12-31-97          Contract Fee                       (1.00)           21.14081079       (0.047)        99.339        2,100.11
12-31-97          Surrender Charge                     0.00           21.14081079         0.000        99.339        2,100.11
Cumulative Total Returns without/with chgs.                               111.41% A                                   110.01% C
Avg. Annual Total Returns without/with chgs.                                8.73% B                                     8.65% D

                                                       Income Securities
1-24-89           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
1-24-90           Contract Fee                       (1.00)           10.70345941       (0.093)        99.907        1,069.35
1-24-91           Contract Fee                       (1.00)            9.93454622       (0.101)        99.806          991.53
1-24-92           Contract Fee                       (1.00)           13.99562082       (0.071)        99.734        1,395.85
1-24-93           Contract Fee                       (1.00)           15.30544228       (0.065)        99.669        1,525.48
1-24-94           Contract Fee                       (1.00)           17.64961404       (0.057)        99.612        1,758.12
1-24-95           Contract Fee                       (1.00)           16.27638185       (0.061)        99.551        1,620.33
1-24-96           Contract Fee                       (1.00)           20.08267334       (0.050)        99.501        1,998.25
1-24-97           Contract Fee                       (1.00)           21.74528582       (0.046)        99.455        2,162.68
12-31-97          Value before Surr Chg                               24.86373833         0.000        99.455        2,472.83
12-31-97          Contract Fee                       (1.00)           24.86373833       (0.040)        99.415        2,471.83
12-31-97          Surrender Charge                     0.00           24.86373833         0.000        99.415        2,471.83
Cumulative Total Returns without/with chgs.                               148.64% A                                   147.18% C
Avg. Annual Total Returns without/with chgs.                               10.73% B                                    10.65% D

                                                          Money Market
1-24-89           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
1-24-90           Contract Fee                       (1.00)           10.67178511       (0.094)        99.906        1,066.18
1-24-91           Contract Fee                       (1.00)           11.31010498       (0.088)        99.818        1,128.95
1-24-92           Contract Fee                       (1.00)           11.72881708       (0.085)        99.733        1,169.75
1-24-93           Contract Fee                       (1.00)           11.90009827       (0.084)        99.649        1,185.83
1-24-94           Contract Fee                       (1.00)           12.02348344       (0.083)        99.565        1,197.12
1-24-95           Contract Fee                       (1.00)           12.32338409       (0.081)        99.484        1,225.98
1-24-96           Contract Fee                       (1.00)           12.84105599       (0.078)        99.406        1,276.48
1-24-97           Contract Fee                       (1.00)           13.29676207       (0.075)        99.331        1,320.78
12-31-97          Value before Surr Chg                               13.75569800         0.000        99.331        1,366.37
12-31-97          Contract Fee                       (1.00)           13.75569800       (0.073)        99.258        1,365.37
12-31-97          Surrender Charge                     0.00           13.75569800         0.000        99.258        1,365.37
Cumulative Total Returns without/with chgs.                                37.56% A                                    36.54% C
Avg. Annual Total Returns without/with chgs.                                3.63% B                                     3.54% D

                                                  Mutual Discovery Securities
11-8-96           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
11-8-97           Contract Fee                       (1.00)           11.82973739       (0.085)        99.915        1,181.97
12-31-97          Contract Fee                       (1.00)           11.97090670       (0.084)        99.832        1,195.08
12-31-97          Value before Surr Chg                               11.97090670         0.000        99.832        1,195.08
12-31-97          Surrender Charge                  (51.00)           11.97090670       (4.260)        95.572        1,144.08
Cumulative Total Returns without/with chgs.                                19.71% A                                    14.41% C
Avg. Annual Total Returns without/with chgs.                               17.01% B                                    12.47% D


                                                    Mutual Shares Securities
11-8-96           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
11-8-97           Contract Fee                       (1.00)          $11.75083052       (0.085)        99.915        1,174.08
12-31-97          Value before Surr Chg                               11.98070033         0.000        99.915        1,197.05
12-31-97          Contract Fee                       (1.00)           11.98070033       (0.083)        99.831        1,196.05
12-31-97          Surrender Charge                  (51.00)           11.98070033       (4.257)        95.575        1,145.05
Cumulative Total Returns without/with chgs.                                19.81% A                                    14.51% C
Avg. Annual Total Returns without/with chgs.                               17.09% B                                    12.56% D

                                                  Natural Resources Securities
1-24-89           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
1-24-90           Contract Fee                       (1.00)           12.88562226       (0.078)        99.922        1,287.56
1-24-91           Contract Fee                       (1.00)            9.76834317       (0.102)        99.820          975.08
1-24-92           Contract Fee                       (1.00)           10.91292825       (0.092)        99.728        1,088.33
1-24-93           Contract Fee                       (1.00)            9.12197464       (0.110)        99.619          908.72
1-24-94           Contract Fee                       (1.00)           14.41516281       (0.069)        99.549        1,435.02
1-24-95           Contract Fee                       (1.00)           12.96347704       (0.077)        99.472        1,289.51
1-24-96           Contract Fee                       (1.00)           15.88612084       (0.063)        99.409        1,579.23
1-24-97           Contract Fee                       (1.00)           13.72771013       (0.073)        99.336        1,363.66
12-31-97          Value before Surr Chg                               11.46649607         0.000        99.336        1,139.04
12-31-97          Contract Fee                       (1.00)           11.46649607       (0.087)        99.249        1,138.04
12-31-97          Surrender Charge                     0.00           11.46649607         0.000        99.249        1,138.04
Cumulative Total Returns without/with chgs.                                14.66% A                                    13.80% C
Avg. Annual Total Returns without/with chgs.                                1.54% B                                     1.46% D

                                                     Real Estate Securities
1-24-89           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
1-24-90           Contract Fee                       (1.00)           10.13076509       (0.099)        99.901        1,012.08
1-24-91           Contract Fee                       (1.00)            9.36020172       (0.107)        99.794          934.10
1-24-92           Contract Fee                       (1.00)           12.25114822       (0.082)        99.713        1,221.60
1-24-93           Contract Fee                       (1.00)           13.49614031       (0.074)        99.639        1,344.74
1-24-94           Contract Fee                       (1.00)           15.30618064       (0.065)        99.573        1,524.09
1-24-95           Contract Fee                       (1.00)           14.92840438       (0.067)        99.506        1,485.47
1-24-96           Contract Fee                       (1.00)           18.04447622       (0.055)        99.451        1,794.54
1-24-97           Contract Fee                       (1.00)           23.78351943       (0.042)        99.409        2,364.29
12-31-97          Value before Surr Chg                               27.94367614         0.000        99.409        2,777.85
12-31-97          Contract Fee                       (1.00)           27.94367614       (0.036)        99.373        2,776.85
12-31-97          Surrender Charge                     0.00           27.94367614         0.000        99.373        2,776.85
Cumulative Total Returns without/with chgs.                               179.44% A                                   177.69% C
Avg. Annual Total Returns without/with chgs.                               12.18% B                                    12.10% D

                                                        Rising Dividends
1-27-92           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
1-27-93           Contract Fee                       (1.00)           10.68876950       (0.094)        99.906        1,067.88
1-27-94           Contract Fee                       (1.00)           10.36623339       (0.096)        99.810        1,034.65
1-27-95           Contract Fee                       (1.00)            9.94675745       (0.101)        99.709          991.79
1-27-96           Contract Fee                       (1.00)           12.48933274       (0.080)        99.629        1,244.30
1-27-97           Contract Fee                       (1.00)           15.20870091       (0.066)        99.564        1,514.23
12-31-97          Value before Surr Chg                               19.96761178         0.000        99.564        1,988.05
12-31-97          Contract Fee                       (1.00)           19.96761178       (0.050)        99.514        1,987.05
12-31-97          Surrender Charge                  (25.50)           19.96761178       (1.277)        98.236        1,961.55
Cumulative Total Returns without/with chgs.                                99.68% A                                    96.15% C
Avg. Annual Total Returns without/with chgs.                               12.37% B                                    12.03% D

                                                           Small Cap
11-1-95           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
11-1-96           Contract Fee                       (1.00)           12.14713625       (0.082)        99.918        1,213.71
11-1-97           Contract Fee                       (1.00)           15.53654825       (0.064)        99.853        1,551.38
12-31-97          Value before Surr Chg                               14.92280844         0.000        99.853        1,490.09
12-31-97          Contract Fee                       (1.00)           14.92280844       (0.067)        99.786        1,489.09
12-31-97          Surrender Charge                  (51.00)           14.92280844       (3.418)        96.369        1,438.09
Cumulative Total Returns without/with chgs.                                49.23% A                                    43.81% C
Avg. Annual Total Returns without/with chgs.                               20.29% B                                    18.25% D

                                              Templeton Developing Markets Equity
3-15-94           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
3-15-95           Contract Fee                       (1.00)            8.62058630       (0.116)        99.884          861.06
3-15-96           Contract Fee                       (1.00)           10.27729571       (0.097)        99.787        1,025.54
3-15-97           Contract Fee                       (1.00)           12.41978933       (0.081)        99.706        1,238.33
12-31-97          Value before Surr Chg                               10.30480726         0.000        99.706        1,027.45
12-31-97          Contract Fee                       (1.00)           10.30480726       (0.097)        99.609        1,026.45
12-31-97          Surrender Charge                  (42.50)           10.30480726       (4.124)        95.485          983.95
Cumulative Total Returns without/with chgs.                                 3.05% A                                    -1.60% C
Avg. Annual Total Returns without/with chgs.                                0.79% B                                    -0.42% D

                                               Templeton Global Asset Allocation
5-1-95            Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
5-1-96            Contract Fee                       (1.00)           11.24184599       (0.089)        99.911        1,123.18
5-1-97            Contract Fee                       (1.00)           12.74937771       (0.078)        99.833        1,272.80
12-31-97          Value before Surr Chg                               13.75214238         0.000        99.833        1,372.91
12-31-97          Contract Fee                       (1.00)           13.75214238       (0.073)        99.760        1,371.91
12-31-97          Surrender Charge                  (51.00)           13.75214238       (3.709)        96.051        1,320.91
Cumulative Total Returns without/with chgs.                                37.52% A                                    32.09% C
Avg. Annual Total Returns without/with chgs.                               12.67% B                                    10.98% D

                                                    Templeton Global Growth
3-15-94           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
3-15-95           Contract Fee                       (1.00)           10.09452231       (0.099)        99.901        1,008.45
3-15-96           Contract Fee                       (1.00)           11.79417892       (0.085)        99.816        1,177.25
3-15-97           Contract Fee                       (1.00)           14.06170230       (0.071)        99.745        1,402.58
12-31-97          Value before Surr Chg                               15.12444656         0.000        99.745        1,508.59
12-31-97          Contract Fee                       (1.00)           15.12444656       (0.066)        99.679        1,507.59
12-31-97          Surrender Charge                  (42.50)           15.12444656       (2.810)        96.869        1,465.09
Cumulative Total Returns without/with chgs.                                51.24% A                                    46.51% C
Avg. Annual Total Returns without/with chgs.                               11.50% B                                    10.57% D

                                               Templeton Global Income Securities
1-24-89           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
1-24-90           Contract Fee                       (1.00)           10.85157001       (0.092)        99.908        1,084.16
1-24-91           Contract Fee                       (1.00)           11.76337661       (0.085)        99.823        1,174.25
1-24-92           Contract Fee                       (1.00)           12.92541183       (0.077)        99.745        1,289.25
1-24-93           Contract Fee                       (1.00)           12.75002133       (0.078)        99.667        1,270.76
1-24-94           Contract Fee                       (1.00)           14.76765782       (0.068)        99.599        1,470.85
1-24-95           Contract Fee                       (1.00)           13.50498150       (0.074)        99.525        1,344.09
1-24-96           Contract Fee                       (1.00)           15.35232035       (0.065)        99.460        1,526.94
1-24-97           Contract Fee                       (1.00)           16.46140335       (0.061)        99.399        1,636.25
12-31-97          Value before Surr Chg                               16.82084400         0.000        99.399        1,671.98
12-31-97          Contract Fee                       (1.00)           16.82084400       (0.059)        99.340        1,670.98
12-31-97          Surrender Charge                     0.00           16.82084400         0.000        99.340        1,670.98
Cumulative Total Returns without/with chgs.                                68.21% A                                    67.10% C
Avg. Annual Total Returns without/with chgs.                                5.99% B                                     5.91% D

                                                 Templeton International Equity
1-27-92           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
1-27-93           Contract Fee                       (1.00)            9.53509236       (0.105)        99.895          952.51
1-27-94           Contract Fee                       (1.00)           12.85431852       (0.078)        99.817        1,283.08
1-27-95           Contract Fee                       (1.00)           11.91221607       (0.084)        99.733        1,188.05
1-27-96           Contract Fee                       (1.00)           13.52801052       (0.074)        99.659        1,348.19
1-27-97           Contract Fee                       (1.00)           16.14799023       (0.062)        99.598        1,608.30
12-31-97          Value before Surr Chg                               17.61715343         0.000        99.598        1,754.63
12-31-97          Contract Fee                       (1.00)           17.61715343       (0.057)        99.541        1,753.63
12-31-97          Surrender Charge                  (25.50)           17.61715343       (1.447)        98.093        1,728.13
Cumulative Total Returns without/with chgs.                                76.17% A                                    72.81% C
Avg. Annual Total Returns without/with chgs.                               10.02% B                                     9.66% D

                                           Templeton International Smaller Companies
5-1-96            Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
5-1-97            Contract Fee                       (1.00)          $11.32006145       (0.088)        99.912        1,131.01
12-31-97          Value before Surr Chg                               10.80891898         0.000        99.912        1,079.94
12-31-97          Contract Fee                       (1.00)           10.80891898       (0.093)        99.819        1,078.94
12-31-97          Surrender Charge                  (51.00)           10.80891898       (4.718)        95.101        1,027.94
Cumulative Total Returns without/with chgs.                                 8.09% A                                     2.79% C
Avg. Annual Total Returns without/with chgs.                                4.77% B                                     1.67% D

                                                    Templeton Pacific Growth
1-27-92           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
1-27-93           Contract Fee                       (1.00)            9.91965141       (0.101)        99.899          990.97
1-27-94           Contract Fee                       (1.00)           14.07652865       (0.071)        99.828        1,405.23
1-27-95           Contract Fee                       (1.00)           11.91556247       (0.084)        99.744        1,188.51
1-27-96           Contract Fee                       (1.00)           14.44474860       (0.069)        99.675        1,439.78
1-27-97           Contract Fee                       (1.00)           14.58766078       (0.069)        99.606        1,453.03
12-31-97          Value before Surr Chg                                9.38089631         0.000        99.606          934.40
12-31-97          Contract Fee                       (1.00)            9.38089631       (0.107)        99.500          933.40
12-31-97          Surrender Charge                  (25.50)            9.38089631       (2.718)        96.782          907.90
Cumulative Total Returns without/with chgs.                                -6.19% A                                    -9.21% C
Avg. Annual Total Returns without/with chgs.                               -1.07% B                                    -1.62% D

                                                   U.S. Government Securities
3-14-89           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
3-14-90           Contract Fee                       (1.00)           10.29864074       (0.097)        99.903        1,028.86
3-14-91           Contract Fee                       (1.00)           11.44148140       (0.087)        99.815        1,142.04
3-14-92           Contract Fee                       (1.00)           12.36677937       (0.081)        99.735        1,233.40
3-14-93           Contract Fee                       (1.00)           14.05074266       (0.071)        99.663        1,400.35
3-14-94           Contract Fee                       (1.00)           14.20297756       (0.070)        99.593        1,414.52
3-14-95           Contract Fee                       (1.00)           14.59412892       (0.069)        99.525        1,452.47
3-14-96           Contract Fee                       (1.00)           15.82460547       (0.063)        99.461        1,573.94
3-14-97           Contract Fee                       (1.00)           16.60622197       (0.060)        99.401        1,650.68
12-31-97          Value before Surr Chg                               17.80492179         0.000        99.401        1,769.83
12-31-97          Contract Fee                       (1.00)           17.80492179       (0.056)        99.345        1,768.83
12-31-97          Surrender Charge                     0.00           17.80492179         0.000        99.345        1,768.83
Cumulative Total Returns without/with chgs.                                78.05% A                                    76.88% C
Avg. Annual Total Returns without/with chgs.                                6.77% B                                     6.69% D

                                                       Zero Coupon - 2000
3-14-89           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
3-14-90           Contract Fee                       (1.00)           10.37748201       (0.096)        99.904        1,036.75
3-14-91           Contract Fee                       (1.00)           11.49325260       (0.087)        99.817        1,147.22
3-14-92           Contract Fee                       (1.00)           12.63019476       (0.079)        99.737        1,259.70
3-14-93           Contract Fee                       (1.00)           15.48457708       (0.065)        99.673        1,543.39
3-14-94           Contract Fee                       (1.00)           15.97181577       (0.063)        99.610        1,590.96
3-14-95           Contract Fee                       (1.00)           16.16440029       (0.062)        99.548        1,609.14
3-14-96           Contract Fee                       (1.00)           17.74484226       (0.056)        99.492        1,765.47
3-14-97           Contract Fee                       (1.00)           18.31427141       (0.055)        99.437        1,821.12
12-31-97          Value before Surr Chg                               19.35767222         0.000        99.437        1,924.88
12-31-97          Contract Fee                       (1.00)           19.35767222       (0.052)        99.386        1,923.88
12-31-97          Surrender Charge                     0.00           19.35767222         0.000        99.386        1,923.88
Cumulative Total Returns without/with chgs.                                93.58% A                                    92.39% C
Avg. Annual Total Returns without/with chgs.                                7.79% B                                     7.71% D

                                                       Zero Coupon - 2005
3-14-89           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
3-14-90           Contract Fee                       (1.00)           10.38882453       (0.096)        99.904        1,037.88
3-14-91           Contract Fee                       (1.00)           11.53456820       (0.087)        99.817        1,151.35
3-14-92           Contract Fee                       (1.00)           12.62819047       (0.079)        99.738        1,259.51
3-14-93           Contract Fee                       (1.00)           16.36793990       (0.061)        99.677        1,631.50
3-14-94           Contract Fee                       (1.00)           16.86182251       (0.059)        99.617        1,679.73
3-14-95           Contract Fee                       (1.00)           17.12592868       (0.058)        99.559        1,705.04
3-14-96           Contract Fee                       (1.00)           19.37651757       (0.052)        99.507        1,928.11
3-14-97           Contract Fee                       (1.00)           20.04125698       (0.050)        99.458        1,993.25
12-31-97          Value before Surr Chg                               22.35667212         0.000        99.458        2,223.54
12-31-97          Contract Fee                       (1.00)           22.35667212       (0.045)        99.413        2,222.54
12-31-97          Surrender Charge                     0.00           22.35667212         0.000        99.413        2,222.54
Cumulative Total Returns without/with chgs.                               123.57% A                                   122.25% C
Avg. Annual Total Returns without/with chgs.                                9.57% B                                     9.49% D

                                                       Zero Coupon - 2010
3-14-89           Purchase                        $1,000.00          $10.00000000       100.000       100.000       $1,000.00
3-14-90           Contract Fee                       (1.00)           10.25922011       (0.097)        99.903        1,024.92
3-14-91           Contract Fee                       (1.00)           11.34740047       (0.088)        99.814        1,132.63
3-14-92           Contract Fee                       (1.00)           12.25923536       (0.082)        99.733        1,222.65
3-14-93           Contract Fee                       (1.00)           16.12714811       (0.062)        99.671        1,607.41
3-14-94           Contract Fee                       (1.00)           16.82866376       (0.059)        99.611        1,676.33
3-14-95           Contract Fee                       (1.00)           17.03620553       (0.059)        99.553        1,696.00
3-14-96           Contract Fee                       (1.00)           19.87163939       (0.050)        99.502        1,977.28
3-14-97           Contract Fee                       (1.00)           20.61421426       (0.049)        99.454        2,050.16
12-31-97          Value before Surr Chg                               24.54360878         0.000        99.454        2,440.96
12-31-97          Contract Fee                       (1.00)           24.54360878       (0.041)        99.413        2,439.96
12-31-97          Surrender Charge                     0.00           24.54360878         0.000        99.413        2,439.96
Cumulative Total Returns without/with chgs.                               145.44% A                                   144.00% C
Avg. Annual Total Returns without/with chgs.                               10.73% B                                    10.66% D
<FN>

A = (Unit Value as of December 31, 1997 - Unit Value at Purchase)/Unit Value at Purchase
B = [(A+1)^(1/Years since Inception)]-1
C = (Accumulated Value as of December 31, 1997 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/Years since Inception)]-1

</FN>
</TABLE>


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