ALLIANZ LIFE VARIABLE ACCOUNT B
485BPOS, 1998-04-29
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                                                          File Nos.   33-23035
                                                                     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.    18                              (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
          Amendment No.    36                                             (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>
Item No.                                                  Location
- --------                                                  --------
<S>       <C>                                             <C>
                            PART A

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

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

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

Item 4.   Condensed Financial Information. . . . . . .    Condensed Financial
                                                          Information
Item 5.   General Description of Registrant, Depositor,
          and Portfolio Companies. . . . . . . . . . . .  The Company; The
                                                          Variable Account;
                                                          Franklin Valuemark
                                                          Funds

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

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

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

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

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

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

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

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

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


                         CROSS REFERENCE SHEET (cont'd)
                             (Required by Rule 495)
<TABLE>
<CAPTION>
Item No.                                                  Location
- --------                                                  --------
<S>       <C>                                             <C>
                              PART B

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

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

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

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

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

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

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

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

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


                                     PART C

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


<PAGE>
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

        HOME OFFICE:                                 VALUEMARK SERVICE CENTER:
        1750 Hennepin Avenue                         300 Berwyn Park
        Minneapolis, MN 55403-2195                   P.O. Box 3031
        (800) 542-5427                               Berwyn, PA 19312-0031
                                                     (800) 624-0197

   
                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                   MAY 1, 1998
    


The Individual  Flexible Payment Variable  Annuity  Contracts (the  "Contracts")
described in this  Prospectus  provide for  accumulation  of Contract Values and
eventual payment of monthly annuity payments.  The Contracts are designed to aid
individuals in long-term  planning for retirement or other  long-term  purposes.
This is not appropriate as a trading vehicle.

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

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

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

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

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

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

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

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

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

   
This  Prospectus and the SAI are dated May 1, 1998, and may be amended from time
to time.
    

This Prospectus should be kept for future reference.

   
IN THE STATE OF OREGON,  ALL  REFERENCES  TO FRANKLIN  VALUEMARK(R)  II REFER TO
VALUEMARK II.

TABLE OF CONTENTS                                  PAGE
DEFINITIONS.......................................    3
HIGHLIGHTS........................................    4
FEE TABLE.........................................    6
CONDENSED FINANCIAL
 INFORMATION......................................   10
THE COMPANY.......................................   13
THE VARIABLE ACCOUNT..............................   13
FRANKLIN VALUEMARK FUNDS..........................   13
 General..........................................   14
 Substitution of Securities.......................   14
 Voting Privileges................................   14
CHARGES AND DEDUCTIONS............................   14
 Deduction for Contingent Deferred
  Sales Charge (Sales Load).......................   15
 Reduction or Elimination of
  Contingent Deferred Sales Charge................   15
 Deduction for Mortality and
  Expense Risk Charge.............................   15
 Deduction for Administrative
  Expense Charge..................................   16
 Deduction for Contract
  Maintenance Charge..............................   16
 Deduction for Premium Taxes......................   16
 Deduction for Income Taxes.......................   16
 Deduction for Trust Expenses.....................   16
 Deduction for Transfer Fee.......................   17
THE CONTRACTS.....................................   17
 Ownership........................................   17
 Assignment.......................................   17
 Beneficiary......................................   17
 Change of Beneficiary............................   17
 Annuitant........................................   18
 Death of the Contract Owner
  Before the Income Date..........................   18
 Death of the Contract Owner
  After the Income Date...........................   19
 Death of the Annuitant...........................   19
    

ANNUITY PROVISIONS................................   19
 Income Date......................................   19
 Change in Income Date and
  Annuity Option..................................   19
 Annuity Options..................................   19
 Annuity Units....................................   20
PURCHASE PAYMENTS AND
 CONTRACT VALUE...................................   21
 Purchase Payments................................   21
 Automatic Investment Plan........................   21
 Allocation of Purchase Payments..................   21
 Transfer of Contract Values......................   22
 Dollar Cost Averaging............................   23
 Flexible Rebalancing.............................   23
 Contract Value...................................   24
 Accumulation Unit................................   24
DISTRIBUTOR.......................................   24
SURRENDERS........................................   24
 Systematic Withdrawal............................   25
 Minimum Distribution Program.....................   25
 Delay of Payments................................   25
ADMINISTRATION OF THE CONTRACTS...................   26
PERFORMANCE DATA..................................   26
 Money Market Sub-Account.........................   26
   
 Other Contract Sub-Accounts......................   26
    
 Performance Ranking..............................   27
   
FEDERAL TAX STATUS.................................  27
    
 General..........................................   27
 Diversification..................................   27
 Multiple Contracts...............................   28
 Contracts Owned by Other
  than Natural Persons............................   28
 Tax Treatment of Assignments.....................   29
 Income Tax Withholding...........................   29
 Tax Treatment of Surrenders -
  Non-Qualified Contracts.........................   29
 Qualified Plans..................................   29
 Tax Treatment of Surrenders -
  Qualified Contracts.............................   31
 Tax-Sheltered Annuities -
  Surrender Limitations...........................   32
FINANCIAL STATEMENTS..............................   32
LEGAL PROCEEDINGS.................................   32
       

TABLE OF CONTENTS
 OF THE STATEMENT OF
 ADDITIONAL INFORMATION...........................   32


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

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

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

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

ANNUITY PERIOD - The period starting on the Income Date.

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

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

CONTINGENT OWNER - In those Contracts  containing  Contingent Owner  provisions,
the  Contingent  Owner is named in the  application,  unless  changed.  Only the
spouse of the Owner may be the Contingent Owner.

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

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

   
CONTRACT SUB-ACCOUNT  (referred to in the Contract as "Sub-Account") - A segment
of the Variable  Account.  Each Contract  Sub-Account is invested in shares of a
Portfolio of an Eligible Investment.
    

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

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

EFFECTIVE DATE - The date on which the first Contract Year begins.

ELIGIBLE  INVESTMENT(S)  - An  investment  entity  which can be  selected by the
Contract Owner to be the underlying investment of the Contract.

   
FIXED  OPTION  (referred  to in the  Contract  as  the  "Fixed  Account")  - The
Company's  general  investment  account  which  contains  all the  assets of the
Company with the exception of the Variable  Account and other  segregated  asset
accounts (referred to in the Contract as "Fixed Account").
    

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

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

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

   
PORTFOLIO  (referred  to in the  Contract  as "Fund") - A segment of an Eligible
Investment which constitutes a separate and distinct class of interests under an
Eligible Investment.
    

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT B FEE TABLE
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION FEES
Contingent Deferred Sales Charge*
(as a percentage of purchase payments)     YEARS SINCE
                                             PAYMENT      CHARGE
                                           -----------    -------
                                               0-1            5%
                                               1-2            5%
                                               2-3            4%
                                               3-4            3%
                                               4-5          1.5%
                                               5+             0

Current Transfer Fee**....................  First 12 transfers in a Contract
                                            Year are free. Thereafter, the fee
                                            is $25 (or 2% of the amount
                                            transferred, if less).
                                            Prescheduled automatic dollar cost
                                            averaging and flexible rebalancing
                                            transfers are not counted.

   
Contract Maintenance Charge...............  $30 per Contract per year
(Prior to the Income Date the charge
is waived for Contracts having Contract
Values or purchase payments less
surrenders of $100,000 or more. Currently,
the charge is also waived during the
Annuity  Period if the Contract Value at
the time of  annuitization  is at least
$100,000.)
    


VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and Expense Risk Charge .........  1.25%
Administrative Expense Charge .............   .15%
                                            ------
Total Variable Account Annual Expenses ....  1.40%

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

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

<PAGE>
<TABLE>
<CAPTION>

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

   
The Management and Portfolio  Administration  Fees for each Portfolio are based on a percentage of that  Portfolio's net assets.
See "Franklin Valuemark Funds" in this Prospectus and "Management" in the Trust prospectus.

The "Management and Portfolio  Administration  Fees" below include  investment  advisory and other management and administrative
fees not included as "Other  Expenses"  that were paid to the Managers and  Portfolio  Administrators  to the Trust 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 (see explanatory  footnotes  below).  The purpose of the Table is to assist the Contract Owner in understanding the various
costs and expenses of investing, directly or indirectly, in the Contract.

                                                                                  MANAGEMENT
                                                                                 AND PORTFOLIO      OTHER   TOTAL ANNUAL
                                                                             ADMINISTRATION FEES1 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 in advance 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 0.45% of the average daily net assets of the
Portfolio.

5Although not obligated to, Franklin  Advisers,  Inc. has agreed in advance 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 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>

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

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

EXAMPLE

If the Contract is fully  surrendered  at the end of the  applicable  time period and no prior  surrenders  have  occurred,  the
Contract  Owner would have  incurred  the  following  expenses  on a $1,000  investment,  assuming a 5% annual  return on assets
compounded annually:


   
                                                                                   1 YEAR    3 YEARS   5 YEARS   10 YEARS
                                                                                   --------------------------------------
<S>                                                                                  <C>       <C>      <C>       <C> 
Capital Growth Fund ...........................................................      $66       $ 93     $125      $260
Global Health Care Securities Fund* ...........................................      $66       $ 96     $130      $270
Global Utilities Securities Fund ..............................................      $63       $ 85     $111      $232
Growth and Income Fund ........................................................      $63       $ 84     $111      $231
High Income Fund ..............................................................      $63       $ 86     $113      $235
Income Securities Fund ........................................................      $63       $ 85     $111      $232
Money Market Fund .............................................................      $63       $ 86     $113      $235
Mutual Discovery Securities Fund ..............................................      $68       $102     $140      $290
Mutual Shares Securities Fund .................................................      $66       $ 94     $127      $263
Natural Resources Securities Fund .............................................      $65       $ 90     $121      $252
Real Estate Securities Fund ...................................................      $63       $ 86     $113      $236
Rising Dividends Fund .........................................................      $65       $ 92     $124      $257
Small Cap Fund ................................................................      $66       $ 93     $125      $260
Templeton Developing Markets Equity Fund ......................................      $72       $112     $158      $325
Templeton Global Asset Allocation Fund ........................................      $67       $ 98     $134      $278
Templeton Global Growth Fund ..................................................      $67       $ 96     $131      $272
Templeton Global Income Securities Fund .......................................      $64       $ 88     $118      $245
Templeton International Equity Fund ...........................................      $67       $ 97     $131      $273
Templeton International Smaller Companies Fund ................................      $68       $102     $140      $290
Templeton Pacific Growth Fund .................................................      $68       $101     $138      $287
U.S. Government Securities Fund ...............................................      $63       $ 85     $111      $232
Value Securities Fund*.........................................................      $66        $94     $127      $264
Zero Coupon Fund - 2000+.......................................................      $62       $ 82     $106      $222
Zero Coupon Fund - 2005+.......................................................      $62       $ 82     $106      $222
Zero Coupon Fund - 2010+.......................................................      $62       $ 82     $106      $222

<FN>
*Estimated
+Calculated with waiver of fees
</FN>
    
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
If the  Contract is not  surrendered  at the end of the  applicable  time  period and no prior  surrenders  have  occurred or is
annuitized, the Contract Owner would have incurred the following expenses on a $1,000 investment, assuming a 5% annual return on
assets compounded annually:

   
                                                                                   1 YEAR    3 YEARS   5 YEARS  10 YEARS
                                                                                   -------------------------------------
<S>                                                                                  <C>        <C>     <C>       <C> 
Capital Growth Fund ...........................................................      $23        $71     $121      $260
Global Health Care Securities Fund*............................................      $24        $74     $126      $270
Global Utilities Securities Fund ..............................................      $20        $63     $108      $232
Growth and Income Fund ........................................................      $20        $62     $107      $231
High Income Fund ..............................................................      $21        $64     $109      $235
Income Securities Fund ........................................................      $20        $63     $108      $232
Money Market Fund .............................................................      $20        $61     $105      $227
Mutual Discovery Securities Fund ..............................................      $26        $80     $136      $290
Mutual Shares Securities Fund .................................................      $23        $72     $123      $263
Natural Resources Securities Fund .............................................      $22        $68     $117      $252
Real Estate Securities Fund ...................................................      $21        $64     $110      $236
Rising Dividends Fund .........................................................      $23        $70     $120      $257
Small Cap Fund ................................................................      $23        $71     $121      $260
Templeton Developing Markets Equity Fund ......................................      $30        $90     $154      $325
Templeton Global Asset Allocation Fund ........................................      $25        $76     $130      $278
Templeton Global Growth Fund ..................................................      $24        $74     $127      $272
Templeton Global Income Securities Fund .......................................      $22        $66     $114      $245
Templeton International Equity Fund ...........................................      $24        $75     $128      $273
Templeton International Smaller Companies Fund ................................      $26        $80     $136      $290
Templeton Pacific Growth Fund .................................................      $26        $79     $135      $287
U.S. Government Securities Fund ...............................................      $20        $63     $108      $232
Value Securities Fund*.........................................................      $23        $72     $123      $264
Zero Coupon Fund - 2000+.......................................................      $19        $60     $102      $222
Zero Coupon Fund - 2005+.......................................................      $19        $60     $102      $222
Zero Coupon Fund - 2010+.......................................................      $19        $60     $102      $222

<FN>
*Estimated
+Calculated with waiver of fees
</FN>
    
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
   
CONDENSED FINANCIAL INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
The consolidated financial statements of Allianz Life Insurance Company of North America and the financial statements of Allianz
Life Variable Account B may be found in the SAI.

The table below gives per  Accumulation  Unit  information  about the financial  history of each Contract  Sub-Account  from the
inception of each to December 31, 1997.+

This information should be read in conjunction with the financial  statements and related notes to the Variable Account included
in the SAI.

(NUMBER OF UNITS IN THOUSANDS)                    GLOBAL       GLOBAL    GROWTH                                   MUTUAL
                                       CAPITAL  HEALTH CARE   UTILITIES    AND      HIGH      INCOME    MONEY    DISCOVERY
CONTRACT SUB-ACCOUNTS:                 GROWTH   SECURITIES+  SECURITIES* INCOME    INCOME   SECURITIES MARKET   SECURITIES
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>      <C>          <C>         <C>       <C>      <C>        <C>      <C> 
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period..    $11.254         NA    $20.654     $19.490   $19.375  $21.708    $13.359  $10.180
Unit value at end of period........    $13.130         NA    $25.818     $24.551   $21.312  $25.065    $13.865  $11.983
Number of units outstanding at
 end of period.....................      5,673         NA     39,623      46,962    18,871   49,812     20,982    9,940
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period..    $10.000**       NA    $19.565     $17.310   $17.252  $19.785    $12.883  $10.000**
Unit value at end of period........    $11.254         NA    $20.654     $19.490   $19.375  $21.708    $13.359  $10.180
Number of units outstanding at
 end of period.....................      3,722         NA     53,086      50,027    20,736   57,504     28,060    1,471
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period..         NA         NA    $15.104     $13.215   $14.608  $16.392    $12.354       NA
Unit value at end of period........         NA         NA    $19.565     $17.310   $17.252  $19.785    $12.883       NA
Number of units outstanding at
 end of period.....................         NA         NA     66,669      46,893    18,756   59,309     31,040       NA
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period..         NA         NA    $17.319     $13.677   $15.155    $17.734  $12.066       NA
Unit value at end of period........         NA         NA    $15.104     $13.215   $14.608    $16.392  $12.354       NA
Number of units outstanding at
 end of period.....................         NA         NA     70,082      35,695    15,679     56,569   39,437       NA
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period..         NA         NA    $15.889     $12.574   $13.278    $15.163  $11.932       NA
Unit value at end of period........         NA         NA    $17.319     $13.677   $15.155    $17.734  $12.066       NA
Number of units outstanding at
 end of period.....................         NA         NA     84,217      24,719    11,787     38,967   10,247       NA
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period..         NA         NA    $14.821     $11.949   $11.583    $13.580  $11.742       NA
Unit value at end of period........         NA         NA    $15.889     $12.574   $13.278    $15.163  $11.932       NA
Number of units outstanding at
 end of period.....................         NA         NA     39,387      17,144     4,780     11,397    6,951       NA
YEAR ENDED DEC. 31, 1991
Unit value at beginning of period..         NA         NA    $12.062     $ 9.803   $ 9.026    $ 9.842  $11.288       NA
Unit value at end of period........         NA         NA    $14.821     $11.949   $11.583    $13.580  $11.742       NA
Number of units outstanding at
 end of period.....................         NA         NA     16,188       9,671     1,923      4,472    5,682       NA
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period..         NA         NA    $12.010     $10.180   $10.021    $10.783  $10.637       NA
Unit value at end of period........         NA         NA    $12.062     $ 9.803   $ 9.026    $ 9.842  $11.288       NA
Number of units outstanding at
 end of period.....................         NA         NA      6,300       5,356     1,056      3,011    5,768       NA
PERIOD FROM INCEPTION** 
 TO DEC. 31, 1989
Unit value at beginning of period..         NA         NA    $10.000     $10.000   $10.000    $10.000  $10.000       NA
Unit value at end of period........         NA         NA    $12.010     $10.180   $10.021    $10.783  $10.637       NA
Number of units outstanding at
 end of period.....................         NA         NA      1,173       1,662       612      1,508    1,199       NA
    
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

   
(NUMBER OF UNITS IN THOUSANDS)       MUTUAL     NATURAL       REAL                         TEMPLETON      GLOBAL   TEMPLETON
                                     SHARES    RESOURCES     ESTATE     RISING    SMALL    DEVELOPING     ASSET    GLOBAL
CONTRACT SUB-ACCOUNTS:             SECURITIES  SECURITIES  SECURITIES  DIVIDENDS   CAP   MARKETS EQUITY ALLOCATION GROWTH

<S>                                  <C>        <C>        <C>         <C>       <C>        <C>         <C>        <C>
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period..  $10.330    $14.467    $23.668     $15.303   $12.913    $11.487     $12.514    $13.560
Unit value at end of period........  $11.993    $11.559    $28.169     $20.074   $14.952    $10.340     $13.786    $15.176
Number of units outstanding at
 end of period.....................   18,744      5,709     13,445      33,249    16,925     23,005       5,229     41,433
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period..  $10.000**  $14.109    $18.073     $12.498   $10.146    $ 9.582     $10.591    $11.339
Unit value at end of period........  $10.330    $14.467    $23.668     $15.303   $12.913    $11.487     $12.514    $13.560
Number of units outstanding at
 end of period.....................    2,613      6,998     12,757      35,569    12,784     22,423       4,104     40,327
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period..       NA    $13.979    $15.594     $ 9.769   $10.000**  $ 9.454     $10.000**  $10.201
Unit value at end of period........       NA    $14.109    $18.073     $12.498   $10.146    $ 9.582     $10.591    $11.339
Number of units outstanding at
 end of period.....................       NA      6,919     10,998      33,789     1,302     15,618       1,338     28,309
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period..       NA    $14.464    $15.369     $10.327        NA    $10.000**        NA    $10.000**
Unit value at end of period........       NA    $13.979    $15.594     $ 9.769        NA    $ 9.454          NA    $10.201
Number of units outstanding at
 end of period.....................       NA      8,285     11,645      28,778        NA      9,774          NA     14,637
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period..       NA    $ 9.424    $13.095     $10.848        NA         NA          NA         NA
Unit value at end of period........       NA    $14.464    $15.369     $10.327        NA         NA          NA         NA
Number of units outstanding at
 end of period.....................       NA      4,685      5,589      26,256        NA         NA          NA         NA
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period..       NA    $10.635    $11.848     $10.000**      NA         NA          NA         NA
Unit value at end of period........       NA    $ 9.424    $13.095     $10.848        NA         NA          NA         NA
Number of units outstanding at
 end of period.....................       NA      1,419      1,052       8,388        NA         NA          NA         NA
YEAR ENDED DEC. 31, 1991
Unit value at beginning of period..       NA    $10.387    $ 9.000          NA        NA         NA          NA         NA
Unit value at end of period........       NA    $10.635    $11.848          NA        NA         NA          NA         NA
Number of units outstanding at
 end of period.....................       NA        833        394          NA        NA         NA          NA         NA
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period..       NA    $12.247    $10.368          NA        NA         NA          NA         NA
Unit value at end of period........       NA    $10.387    $ 9.000          NA        NA         NA          NA         NA
Number of units outstanding at
 end of period.....................       NA      1,015        200          NA        NA         NA          NA         NA
PERIOD FROM INCEPTION**
 TO DEC. 31, 1989
Unit value at beginning of period..       NA    $10.000    $10.000          NA        NA         NA          NA         NA
Unit value at end of period........       NA    $12.247    $10.368          NA        NA         NA          NA         NA
Number of units outstanding at
 end of period.....................       NA        167         57          NA        NA         NA          NA         NA
</TABLE>
    


<PAGE>
<TABLE>
<CAPTION>

   
(NUMBER OF UNITS IN THOUSANDS)    TEMPLETON     TEMPLETON     TEMPLETON   TEMPLETON    U.S.                ZERO   ZERO    ZERO
                                GLOBAL INCOME INTERNATIONAL INTERNATIONAL  PACIFIC  GOVERNMENT    VALUE   COUPON COUPON  COUPON
CONTRACT SUB-ACCOUNTS:           SECURITIES      EQUITY      SMALLER COS.  GROWTH   SECURITIES SECURITIES+ 2000   2005    2010

<S>                               <C>         <C>           <C>           <C>       <C>        <C>       <C>     <C>      <C>
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period $16.780     $16.081       $11.145       $14.932  $16.650          NA   $18.475 $22.517  $21.522
Unit value at end of period....   $16.957     $17.711       $10.825       $ 9.431  $17.947          NA   $19.512 $22.532  $24.740
Number of units outstanding at
 end of period.................     9,434      58,179         1,998        15,833   36,347          NA     4,523   2,910    2,998
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period $15.522     $13.263       $10.000**     $13.630  $16.298          NA   $18.294  $20.914 $22.431
Unit value at end of period....   $16.781     $16.081       $11.145       $14.932  $16.650          NA   $18.475  $20.517 $21.522
Number of units outstanding at
 end of period.................    11,857      64,375         1,388        22,061   44,598          NA     5,636    3,579   3,297
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period $13.726     $12.161            NA       $12.802  $13.835          NA   $15.373  $16.096 $15.930
Unit value at end of period....   $15.522     $13.263            NA       $13.630  $16.298          NA   $18.294  $20.914 $22.431
Number of units outstanding at
 end of period.................    14,181      59,883            NA        22,483   34,313          NA     6,066    3,504   3,437
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period $14.650     $12.226            NA       $14.233  $14.698          NA   $16.717  $18.050 $18.144
Unit value at end of period....   $13.726     $12.161            NA       $12.802  $13.835          NA   $15.373  $16.096 $15.930
Number of units outstanding at
 end of period.................    16,855      60,464            NA        27,231   36,490          NA     4,953    2,780   2,589
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period $12.733     $ 9.642            NA       $ 9.761  $13.586          NA   $14.595  $14.975 $14.670
Unit value at end of period....   $14.650     $12.226            NA       $14.233  $14.698          NA   $16.717  $18.050 $18.144
Number of units outstanding at
 end of period.................    13,054      24,026            NA        14,240   40,402          NA     3,787    2,020   1,405
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period $12.962     $10.000**          NA      $10.000** $12.798          NA   $13.570  $13.705 $13.482
Unit value at end of period....   $12.733     $ 9.642            NA       $ 9.761  $13.586          NA   $14.595  $14.975 $14.670
Number of units outstanding at
 end of period.................    5,487        1,329            NA           534   25,054          NA     2,886    1,090     849
YEAR ENDED DEC. 31, 1991 
Unit value at beginning of period $11.706          NA            NA            NA  $11.199          NA   $11.446  $11.545 $11.390
Unit value at end of period....   $12.962          NA            NA            NA  $12.798          NA   $13.570  $13.705 $13.482
Number of units outstanding at
 end of period.................     2,979          NA            NA            NA   14,426          NA     2,012      795   1,150
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period $10.813          NA            NA            NA  $10.427          NA   $10.961  $11.406 $11.486
Unit value at end of period....   $11.706          NA            NA            NA  $11.199          NA   $11.446  $11.545 $11.390
Number of units outstanding at
 end of period.................     1,322          NA            NA            NA    5,450          NA     1,041      406     581
PERIOD FROM INCEPTION**
 TO DEC. 31, 1989
Unit value at beginning of period $10.000          NA            NA            NA  $10.000          NA   $10.000  $10.000 $10.000
Unit value at end of period....   $10.813          NA            NA            NA  $10.427          NA   $10.961  $11.406 $11.486
Number of units outstanding at
 end of period.................       278          NA            NA            NA    1,102          NA       162       86     194

<FN>
+The Global Health Care Securities and the Value Securities Sub-Accounts commenced operations May 1, 1998.

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

**Unit Value at inception was $10.00.
</FN>
</TABLE>
    


<PAGE>

   
The  Accumulation  Unit Value at the  inception  was  $10.00  for each  Contract
Sub-Account.  Inception was 1/24/89 for the Global Utilities Securities,  Growth
and Income,  High Income,  Income  Securities,  Money Market,  Natural Resources
Securities,  Real Estate  Securities  and  Templeton  Global  Income  Securities
Sub-Accounts;  3/14/89  for the U.S.  Government  Securities  and the three Zero
Coupon Sub-Accounts;  1/27/92 for the Rising Dividends,  Templeton International
Equity and  Templeton  Pacific  Growth  Sub-Accounts;  3/15/94 for the Templeton
Developing Markets Equity and Templeton Global Growth  Sub-Accounts;  5/1/95 for
the Templeton  Global Asset  Allocation  Sub-Account;  11/1/95 for the Small Cap
Sub-Account;  5/1/96 for the Capital Growth and Templeton  International Smaller
Companies  Sub-Accounts;  11/8/96 for the Mutual Discovery Securities and Mutual
Shares Securities Sub-Accounts; and 5/1/98 for the Global Health Care Securities
and Value Securities Sub-Accounts.
    


THE COMPANY
- --------------------------------------------------------------------------------

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

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

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


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

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

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

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

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


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

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

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

       

<PAGE>

   
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.

The following is a list of the Portfolios available under the Contract:

                                              INVESTMENT
AVAILABLE PORTFOLIOS                           MANAGERS
- --------------------------------------------------------
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
    


GENERAL
- --------------------------------------------------------------------------------

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

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

SUBSTITUTION OF SECURITIES

   
The Company may substitute one of the Portfolios  Contract  Owners have selected
with another Portfolio. The Company would not do this without the prior approval
of the Securities and Exchange Commission. The Company will give Contract Owners
notice of its intention to do this.
    

VOTING PRIVILEGES

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

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

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


CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------

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

DEDUCTION FOR CONTINGENT DEFERRED
SALES CHARGE (SALES LOAD)

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

          YEARS SINCE
            PAYMENT      CHARGE
          ---------------------
              0-1          5%
              1-2          5%
              2-3          4%
              3-4          3%
              4-5        1.5%
               5+           0

and (c) adding the products of each multiplication in (b) above. The charge will
not exceed 5% of the purchase payments.

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

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

REDUCTION OR ELIMINATION OF
CONTINGENT DEFERRED SALES CHARGE

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

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

DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE

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

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

DEDUCTION FOR ADMINISTRATIVE EXPENSE CHARGE

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

DEDUCTION FOR CONTRACT MAINTENANCE CHARGE

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

DEDUCTION FOR PREMIUM TAXES

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

DEDUCTION FOR INCOME TAXES

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

DEDUCTION FOR TRUST EXPENSES

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

DEDUCTION FOR TRANSFER FEE

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


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

OWNERSHIP

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

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

ASSIGNMENT

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

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

BENEFICIARY

One or more  Beneficiaries  and/or  Contingent  Beneficiaries  are  named in the
application  and, unless changed,  are entitled to receive any death benefits to
be paid. Upon the death of the Contract Owner, the Contingent Owner or surviving
Joint Owner (as  applicable),  will be the designated  Beneficiary and any other
Beneficiary named will be treated as a Contingent Beneficiary,  unless otherwise
indicated.

CHANGE OF BENEFICIARY

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

ANNUITANT

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

DEATH OF THE CONTRACT OWNER
BEFORE THE INCOME DATE

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

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

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

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

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

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

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

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

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

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

If no payment option is elected, a single sum settlement will be made at the end
of the sixty (60) day period following receipt of proof of death. Payment of the
death  benefit may be delayed  pending  receipt of any  applicable  tax consents
and/or forms from a state.

DEATH OF THE CONTRACT OWNER
AFTER THE INCOME DATE

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

DEATH OF THE ANNUITANT

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


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

INCOME DATE

The Contract Owner selects an Income Date at the time of application  (or at the
time of issue for certain  Contracts).  The Income Date must always be the first
day of a  calendar  month.  The  Income  Date  may not be later  than the  month
following the Annuitant's  85th birthday or 10 years from the Effective Date, if
later.  If no Income Date is selected on the  application,  the date will be the
later of the Annuitant's 65th birthday (or 85th birthday for certain  Contracts)
or 10 years from the Effective Date.

CHANGE IN INCOME DATE AND ANNUITY OPTION

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

The Contract  Owner may, upon at least thirty (30) days prior written  notice to
the Company,  at any time prior to the Income  Date,  select  and/or  change the
Annuity Option.

ANNUITY OPTIONS

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

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

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

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

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

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

ANNUITY UNITS

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

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

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

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


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

PURCHASE PAYMENTS

   
The Contracts may be purchased under a flexible purchase payment plan.  Purchase
payments are payable in the frequency and in the amount selected by the Contract
Owner.  The initial  purchase  payment is due on the Effective Date. The initial
purchase payment must be at least $2,000.  Subsequent  purchase payments must be
at least  $250 (or $100 if the  Automatic  Investment  Plan has been  selected).
These minimum amounts are not waived for Qualified  Plans.  The Company reserves
the right to decline any application (except in New Jersey) or purchase payment.
Amounts in excess of $1 million require preapproval by the Company.  The Company
may,  at its sole  discretion,  waive  the  minimum  payment  requirements.  The
Contract  Owner may elect to  increase,  decrease  or change  the  frequency  of
purchase  payments.  Neither the Variable  Account nor the Trust is 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 by which a Contract Owner may
make monthly or quarterly  investments  by electronic  funds transfer from their
checking or savings  account if their bank is a member of an Automatic  Clearing
House.  Election of this program may occur at the time a Contract is issued,  or
at any time  thereafter  by  completing  and  signing the  appropriate  form and
returning  it to the  Company.  The form must be  received  in good order by the
first of the month in order for AIP to begin that same month.  Investments  take
place on the 20th of the month,  or the next  business  day. AIP may not be used
for the initial purchase payment. The minimum investment that may be made by AIP
is $100.

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

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

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

ALLOCATION OF PURCHASE PAYMENTS

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

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

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

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

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

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

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

TRANSFER OF CONTRACT VALUES

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

Neither the Variable Account nor the Trust is designed for  professional  market
timing  organizations,  other  entities or persons  using  programmed,  large or
frequent transfers. A pattern of exchanges that coincides with a "market timing"
strategy may be  disruptive to a Portfolio  and may be refused.  Accounts  under
common  ownership or control may be aggregated for purposes of transfer  limits.
In coordination  with the Trust,  the Company reserves the right to restrict the
transfer  privilege or reject any specific purchase payment  allocation  request
for any person, if, in the Portfolio  manager's  judgment,  a Portfolio would be
unable to invest  effectively in accordance  with its investment  objectives and
policies, or would otherwise potentially be adversely affected.
    

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

All transfers are subject to the following:

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

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

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

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

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

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

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

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

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

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

DOLLAR COST AVERAGING

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

There are two Dollar Cost Averaging options. The first option is the Dollar Cost
Averaging Fixed Option and it is available for additional  purchase  payments to
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  effective  the tenth of the
month (or the next  Valuation  Date if the tenth of the month is not a Valuation
Date). Election into either program may occur at any time by properly completing
the Dollar Cost  Averaging  election  form,  returning  it to the Company by the
first of the month,  to be effective  that month,  and insuring that  sufficient
value  is  in  the  source  Contract   Sub-Account  or  the  Fixed  Option.  The
Portfolio(s)  you transfer from may not be the  Portfolio(s)  you transfer to in
this program.

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

FLEXIBLE REBALANCING

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

CONTRACT VALUE

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

ACCUMULATION UNIT

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

a. is the net result of

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

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

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

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

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


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

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

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


SURRENDERS
- --------------------------------------------------------------------------------

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

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

SYSTEMATIC WITHDRAWAL

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

MINIMUM DISTRIBUTION PROGRAM

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

DELAY OF PAYMENTS

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

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

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

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

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

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

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


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

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


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

MONEY MARKET SUB-ACCOUNT

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

OTHER CONTRACT SUB-ACCOUNTS

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

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

       

PERFORMANCE RANKING

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

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


FEDERAL TAX STATUS
- --------------------------------------------------------------------------------
    

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

GENERAL

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

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

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

DIVERSIFICATION

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

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

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

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

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

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

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

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

MULTIPLE CONTRACTS

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

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

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

TAX TREATMENT OF ASSIGNMENTS

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

INCOME TAX WITHHOLDING

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

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

TAX TREATMENT OF SURRENDERS -
NON-QUALIFIED CONTRACTS

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

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

QUALIFIED PLANS

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

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

Contracts  issued  pursuant  to  Qualified  Plans  include  special   provisions
restricting Contract provisions that may otherwise be available and described in
this Prospectus. Generally, Contracts issued pursuant to Qualified Plans are not
transferable except upon surrender or annuitization.  Various penalty and excise
taxes  may  apply  to  contributions  or  distributions  made  in  violation  of
applicable   limitations.   Furthermore,   certain   surrender   penalties   and
restrictions  may  apply to  surrenders  from  Qualified  Contracts.  (See  "Tax
Treatment of Surrenders - Qualified Contracts.")

a. H.R. 10 Plans

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

b. Tax-Sheltered Annuities

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

c. Individual Retirement Annuities

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

   
  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  may 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  designated  beneficiary;   (d)
distributions to a Contract Owner or Annuitant (as applicable) who has separated
from  service  after  he has  attained  age 55;  (e)  distributions  made to the
Contract Owner or Annuitant (as applicable) to the extent such  distributions do
not exceed the amount  allowable  as a deduction  under Code  Section 213 to the
Contract Owner or Annuitant (as  applicable) for amounts paid during the taxable
year for medical care; (f) distributions  made to an alternate payee pursuant to
a qualified  domestic  relations  order;  (g)  distributions  from an Individual
Retirement  Annuity  for the  purchase of medical  insurance  (as  described  in
Section  213(d)(1)(D)  of the  Code) for the  Contract  Owner or  Annuitant  (as
applicable)  and his or her  spouse  and  dependents  if the  Contract  Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks (this exception will no longer apply after the Contract Owner or Annuitant
(as applicable) has been re-employed for at least 60 days.);  (h)  distributions
from an Individual  Retirement  Annuity made to the Contract  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 or
life expectancy of the individual or the joint lives or life expectancies of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.
    

TAX-SHELTERED ANNUITIES - SURRENDER LIMITATIONS

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


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

   
Audited  consolidated  financial statements of the Company and audited financial
statements  of the  Variable  Account as of and for the year ended  December 31,
1997 are included in the SAI.
    


LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------

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

       

TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

ITEM                                               PAGE
Company..........................................     2
Experts..........................................     2
Legal Opinions...................................     2
Distributor......................................     2
Calculation of Performance Data..................     2
 Total Return....................................     2
 Yield...........................................     2
 Performance Ranking.............................     3
 Performance Information.........................     3
Annuity Provisions...............................     8
 Variable Annuity Payout.........................     8
 Annuity Unit Value..............................     8
 Fixed Annuity Payout............................     8
Financial Statements.............................     8


<PAGE>


                       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
COMPANY AT: 1750 Hennepin Avenue, Minneapolis, MN 55403-2195, (800) 542-5427.

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

TABLE OF CONTENTS
CONTENTS                                          PAGE
Company ........................................     2
Experts ........................................     2
Legal Opinions .................................     2
Distributor ....................................     2
Calculation of Performance Data ................     2
 Total Return ..................................     2
 Yield .........................................     3
 Performance Ranking ...........................     3
 Performance Information .......................     4
Annuity Provisions .............................     8
 Variable Annuity Payout .......................     8
 Annuity Unit Value ............................     8
 Fixed Annuity Payout ..........................     8
Financial Statements ...........................     8

<PAGE>

COMPANY

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

   
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 pro rata 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 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 wholly-owned  subsidiary of the Company,  acts as
the distributor. The offering is on a continuous basis.
    


CALCULATION OF PERFORMANCE DATA
- --------------------------------------------------------------------------------

TOTAL RETURN

   
From time to time,  the  Company  may  advertise  the  performance  data for the
Contract   Sub-Accounts  in  sales  literature,   advertisements,   personalized
hypothetical  illustrations,  and Contract Owner communications.  Such data will
show the  percentage  change in the value of an  accumulation  unit based on the
performance  of a  Contract  Sub-Account  over a stated  period of time which is
determined  by dividing the increase (or decrease) in value for that unit by the
accumulation unit value at the beginning of the period.

Any such  performance  data will include total return figures for the one, five,
and ten year (or since  inception)  time  periods  indicated.  Such total return
figures will reflect the deduction of a 1.25% Mortality and Expense Risk Charge,
a 0.15% Administrative  Expense Charge, the operating expenses of the underlying
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  Contingent Deferred Sales
Charge and  Contract  Maintenance  Charge to arrive at the  ending  hypothetical
value. The average annual total return is then determined by computing the fixed
interest  rate  that a $1,000  purchase  payment  would  have to earn  annually,
compounded  annually,  to grow to the hypothetical  value at the end of the time
periods described. The formula used in these calculations is:
<PAGE>

            P (1 + T)n = ERV

   
where:
    

P = a hypothetical initial payment of $1,000;

T = average annual total return;

n = number of years;

ERV = ending  redeemable value of a hypothetical $1,000 purchase payment made at
the beginning of the period at the end of the period.

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

YIELD

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

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

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

   
For the seven-day period ending on 12/31/97,  the Money Market Sub-Account had a
current yield of 3.88% and an effective yield of 3.95%.

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

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

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

   
a = net investment income earned during the period by the 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;
<PAGE>

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

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

PERFORMANCE RANKING

   
Total return information for the Contract Sub-Accounts and the Portfolios 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.
<PAGE>


PERFORMANCE INFORMATION

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

<TABLE>
<CAPTION>

STANDARDIZED TOTAL RETURN
FRANKLIN VALUEMARK II/III

AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED DECEMBER 31, 1997:
WITH CONTINGENT DEFERRED SALES CHARGE AND OTHER CHARGES


                                                         FRANKLIN VALUEMARK II           FRANKLIN VALUEMARK III
                                                     ______________________________   ______________________________
CONTRACT SUB-ACCOUNT                      DATE       YEAR       YEAR      INCEPTION   YEAR       YEAR      INCEPTION
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>        <C>       <C>         <C>        <C>       <C>
Capital Growth ......................     5/1/96       12.31%        NA   15.72%      11.46%         NA    15.72%
Global Utilities Securities1 ........    1/24/89       20.65%    10.05%   11.12%      19.80%     10.05%    11.12%
Growth and Income ...................    1/24/89       21.62%    14.19%   10.49%      20.77%     14.19%    10.49%
High Income .........................    1/24/89        5.65%     9.79%    8.75%       4.80%      9.79%     8.75%
Income Securities ...................    1/24/89       11.11%    10.44%   10.75%      10.26%     10.44%    10.75%
Money Market ........................    1/24/89       -0.57%     2.89%    3.64%      -1.42%      2.89%     3.64%
Mutual Discovery Securities .........    11/8/96       13.36%        NA   13.95%      12.51%         NA    13.95%
Mutual Shares Securities ............    11/8/96       11.75%        NA   14.03%      10.90%         NA    14.03%
Natural Resources Securities ........    1/24/89      -24.45%     4.03%    1.55%     -25.30%      4.03%     1.55%
Real Estate Securities ..............    1/24/89       14.67%    16.43%   12.20%      13.82%     16.43%    12.20%
Rising Dividends ....................    1/27/92       26.83%    12.96%   12.37%      25.98%     12.96%    12.37%
Small Cap ...........................    11/1/95       11.44%        NA   19.46%      10.59%         NA    19.46%
Templeton Developing
 Markets Equity .....................    3/15/94      -14.34%        NA     .47%     -15.19%         NA      .47%
Templeton Global
 Asset Allocation ...................     5/1/95        5.81%        NA   11.99%       4.96%         NA    11.99%
Templeton Global Growth .............    3/15/94        7.57%        NA   11.28%       6.72%         NA    11.28%
Templeton Global
 Income Securities ..................    1/24/89       -3.30%     5.75%    6.01%      -4.15%      5.75%     6.01%
Templeton International
 Equity .............................    1/27/92        5.79%    12.81%   10.03%       4.94%     12.81%    10.03%
Templeton International
 Smaller Companies ..................     5/1/96       -7.22%        NA    2.71%      -8.07%         NA     2.71%
Templeton Pacific Growth ............    1/27/92      -41.19%     -.84%   -1.07%     -42.04%      -.84%    -1.07%
U.S. Government Securities ..........    3/14/89        3.44%     5.57%    6.79%       2.59%      5.57%     6.79%
Zero Coupon - 2000 2.................    3/14/89        1.27%     5.83%    7.81%        .42%      5.83%     7.81%
Zero Coupon - 2005 2.................    3/14/89        5.47%     8.38%    9.59%       4.62%      8.38%     9.59%
Zero Coupon - 2010 2.................    3/14/89       10.60%    10.89%   10.76%       9.75%     10.89%    10.76%

<FN>
1Prior to May 1, 1998, the Global Utilities Securities Sub-Account was known as the Utility Equity Sub-Account.
2Calculated with waiver of fees
</FN>
    
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
   
NON-STANDARDIZED TOTAL RETURN
FRANKLIN VALUEMARK II/III

TOTAL RETURN FOR THE PERIODS ENDED DECEMBER 31, 1997:
WITHOUT CONTINGENT DEFERRED SALES CHARGE OR CONTRACT MAINTENANCE CHARGE

                                                      ANNUAL TOTAL RETURN                 CUMULATIVE TOTAL RETURN
                                             ______________________________________    _____________________________
                                INCEPTION     ONE       THREE     FIVE       SINCE     THREE      FIVE       SINCE
CONTRACT SUB-ACCOUNT              DATE       YEAR       YEAR      YEAR     INCEPTION   YEAR       YEAR     INCEPTION
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>        <C>        <C>       <C>       <C>         <C>        <C>       <C>   
Capital Growth ..............     5/1/96    16.66%         NA         NA   17.73%          NA         NA    31.30%
Global Utilities Securities1     1/24/89    25.00%     19.57%     10.20%   11.19%      70.94%     62.50%   158.18%
Growth and Income ...........    1/24/89    25.97%     22.93%     14.32%   10.57%      85.78%     95.26%   145.51%
High Income .................    1/24/89    10.00%     13.42%      9.93%    8.83%      45.89%     60.50%   113.12%
Income Securities ...........    1/24/89    15.46%     15.21%     10.58%   10.83%      52.91%     65.31%   150.65%
Money Market ................    1/24/89     3.78%      3.92%      3.05%    3.72%      12.23%     16.20%    38.65%
Mutual Discovery
 Securities .................    11/8/96    17.71%         NA         NA   17.11%          NA         NA    19.83%
Mutual Shares
 Securities .................    11/8/96    16.10%         NA         NA   17.20%          NA         NA    19.93%
Natural Resources
 Securities .................    1/24/89   -20.10%     -6.14%      4.17%    1.63%     -17.31%     22.65%    15.59%
Real Estate Securities ......    1/24/89    19.02%     21.79%     16.56%   12.28%      80.64%    115.11%   181.69%
Rising Dividends ............    1/27/92    31.18%     27.14%     13.10%   12.47%     105.50%     85.06%   100.74%
Small Cap ...................    11/1/95    15.79%         NA         NA   20.40%          NA         NA    49.52%
Templeton Developing
 Markets Equity .............    3/15/94    -9.99%      3.03%         NA     .88%       9.37%         NA     3.40%
Templeton Global
 Asset Allocation ...........     5/1/95    10.16%         NA         NA   12.77%          NA         NA    37.86%
Templeton Global
 Growth .....................    3/15/94    11.92%     14.16%         NA   11.60%      48.77%         NA    51.76%
Templeton Global
 Income Securities ..........    1/24/89     1.05%      7.30%      5.90%    6.09%      23.53%     33.18%    69.57%
Templeton International
 Equity .....................    1/27/92    10.14%     13.35%     12.93%   10.12%      45.64%     83.68%    77.11%
Templeton International
 Smaller Companies ..........     5/1/96    -2.87%         NA         NA    4.87%          NA         NA     8.25%
Templeton Pacific
 Growth .....................    1/27/92   -36.84%     -9.68%      -.69%    -.98%     -26.33%     -3.38%    -5.69%
U.S. Government
 Securities .................    3/14/89     7.79%      9.06%      5.73%    6.87%      29.72%     32.10%    79.47%
Zero Coupon - 2000 2.........    3/14/89     5.62%      8.27%      5.98%    7.89%      26.92%     33.69%    95.12%
Zero Coupon - 2005 2.........    3/14/89     9.82%     11.87%      8.51%    9.66%      39.99%     50.47%   125.32%
Zero Coupon - 2010 2.........    3/14/89    14.95%     15.81%     11.02%   10.83%      55.30%     68.65%   147.40%

<FN>
1Prior to May 1, 1998, the Global Utilities Securities Sub-Account was known as the Utility Equity Sub-Account.
2Calculated with waiver fees
</FN>
    
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
   
NON-STANDARDIZED TOTAL RETURN
FRANKLIN VALUEMARK III


TOTAL RETURN FOR THE PERIODS ENDED DECEMBER 31, 1997:
WITH CONTINGENT DEFERRED SALES CHARGE AND OTHER CHARGES

                                                      ANNUAL TOTAL RETURN                 CUMULATIVE TOTAL RETURN
                                             _______________________________________   _____________________________
                                INCEPTION     ONE       THREE     FIVE       SINCE     THREE      FIVE       SINCE
CONTRACT SUB-ACCOUNT              DATE       YEAR       YEAR      YEAR     INCEPTION   YEAR       YEAR     INCEPTION
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>        <C>       <C>       <C>        <C>        <C>       <C>   
Capital Growth  .............     5/1/96     11.46%         NA         NA   15.72%     NA             NA    27.58%
Global Utilities
 Securities1  ...............    1/24/89     19.80%     18.97%     10.05%   11.12%    68.38%      61.44%   156.72%
Growth and Income ...........    1/24/89     20.77%     22.36%     14.19%   10.49%    83.22%      94.15%   143.89%
High Income .................    1/24/89      4.80%     12.76%      9.79%    8.75%    43.36%      59.51%   111.71%
Income Securities ...........    1/24/89     10.26%     14.56%     10.44%   10.75%    50.37%      64.29%   149.19%
Money Market ................    1/24/89     -1.42%      3.14%      2.89%    3.64%     9.72%      15.28%    37.62%
Mutual Discovery
 Securities .................    11/8/96     12.51%         NA         NA   13.95%    NA              NA    16.13%
Mutual Shares
 Securities .................    11/8/96     10.90%         NA         NA   14.03%    NA              NA    16.23%
Natural Resources
 Securities .................    1/24/89    -25.30%     -7.08%      4.03%    1.55%   -19.77%      21.85%    14.73%
Real Estate Securities ......    1/24/89     13.82%     21.21%     16.43%   12.20%    78.07%     113.99%   179.94%
Rising Dividends ............    1/27/92     25.98%     26.60%     12.96%   12.37%   102.90%      83.89%    99.77%
Small Cap ...................    11/1/95     10.59%         NA         NA   19.46%    NA              NA    47.00%
Templeton Developing
 Markets Equity .............    3/15/94    -15.19%      2.24%         NA     .47%     6.87%          NA     1.80%
Templeton Global Asset
 Allocation .................     5/1/95      4.96%         NA         NA   11.99%    NA              NA    35.33%
Templeton Global
 Growth .....................    3/15/94      6.72%     13.50%         NA   11.28%    46.23%          NA    50.08%
Templeton Global
 Income Securities ..........    1/24/89     -4.15%      6.57%      5.75%    6.01%    21.02%      32.25%    68.45%
Templeton International
 Equity .....................    1/27/92      4.94%     12.69%     12.81%   10.03%    43.09%      82.67%    76.30%
Templeton International
 Smaller Companies ..........     5/1/96     -8.07%         NA         NA    2.71%    NA              NA     4.56%
Templeton Pacific
 Growth .....................    1/27/92    -42.04%    -10.69%      -.84%   -1.07%   -28.76%      -4.13%    -6.16%
U.S. Government
 Securities .................    3/14/89      2.59%      8.35%      5.57%    6.79%    27.21%      31.15%    78.30%
Zero Coupon - 2000 2.........    3/14/89      0.42%      7.55%      5.83%    7.81%    24.41%      32.76%    93.93%
Zero Coupon - 2005 2.........    3/14/89      4.62%     11.19%      8.38%    9.59%    37.47%      49.51%   124.00%
Zero Coupon - 2010 2.........    3/14/89      9.75%     15.17%     10.89%   10.76%    52.78%      67.65%   145.95%

<FN>
1Prior to May 1, 1998, the Global Utilities Securities Sub-Account was known as the Utility Equity Sub-Account.
2Calculated with waiver of fees
</FN>
    
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
   
NON-STANDARDIZED TOTAL RETURN
FRANKLIN VALUEMARK II

TOTAL RETURN FOR THE PERIODS ENDED DECEMBER 31, 1997:
WITH CONTINGENT DEFERRED SALES CHARGE AND OTHER CHARGES

                                                      ANNUAL TOTAL RETURN                 CUMULATIVE TOTAL RETURN
                                             __________________________________ ____   _____________________________
                                INCEPTION     ONE       THREE     FIVE       SINCE     THREE      FIVE       SINCE
CONTRACT SUB-ACCOUNT              DATE       YEAR       YEAR      YEAR     INCEPTION   YEAR       YEAR     INCEPTION
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>        <C>       <C>      <C>         <C>        <C>      <C>
Capital Growth ..............     5/1/96       12.31%        NA         NA     15.72%        NA         NA   27.58%
Global Utilities
 Securities1 ................    1/24/89       20.65%    18.97%     10.05%     11.12%    68.38%     61.44%  156.72%
Growth and Income ...........    1/24/89       21.62%    22.36%     14.19%     10.49%    83.22%     94.15%  143.89%
High Income .................    1/24/89        5.65%    12.76%      9.79%      8.75%    43.36%     59.51%  111.71%
Income Securities ...........    1/24/89       11.11%    14.56%     10.44%     10.75%    50.37%     64.29%  149.19%
Money Market ................    1/24/89        -.57%     3.14%      2.89%      3.64%     9.72%     15.28%   37.62%
Mutual Discovery
 Securities .................    11/8/96       13.36%        NA         NA     13.95%        NA         NA   16.13%
Mutual Shares
 Securities .................    11/8/96       11.75%        NA         NA     14.03%        NA         NA   16.23%
Natural Resources
 Securities .................    1/24/89      -24.45%    -7.08%      4.03%      1.55%   -19.77%     21.85%   14.73%
Real Estate Securities ......    1/24/89       14.67%    21.21%     16.43%     12.20%    78.07%    113.99%  179.94%
Rising Dividends ............    1/27/92       26.83%    26.60%     12.96%     12.37%   102.90%     83.89%   99.77%
Small Cap ...................    11/1/95       11.44%        NA         NA     19.46%        NA         NA   47.00%
Templeton Developing
 Markets Equity .............    3/15/94      -14.34%     2.24%         NA       .47%     6.87%         NA    1.80%
Templeton Global
 Asset Allocation ...........     5/1/95        5.81%        NA         NA     11.99%        NA         NA   35.33%
Templeton Global
 Growth .....................    3/15/94        7.57%    13.50%         NA     11.28%    46.23%         NA   50.08%
Templeton Global
 Income Securities ..........    1/24/89       -3.30%     6.57%      5.75%      6.01%    21.02%     32.25%   68.45%
Templeton International
 Equity .....................    1/27/92        5.79%    12.69%     12.81%     10.03%    43.09%     82.67%   76.30%
Templeton International
 Smaller Companies ..........     5/1/96       -7.22%        NA         NA      2.71%        NA         NA    4.56%
Templeton Pacific
 Growth .....................    1/27/92      -41.19%   -10.69%      -.84%     -1.07%   -28.76%     -4.13%   -6.16%
U.S. Government
 Securities .................    3/14/89        3.44%     8.35%      5.57%      6.79%    27.21%     31.15%   78.30%
Zero Coupon - 2000 2.........    3/14/89        1.27%     7.55%      5.83%      7.81%    24.41%     32.76%   93.93%
Zero Coupon - 2005 2.........    3/14/89        5.47%    11.19%      8.38%      9.59%    37.47%     49.51%  124.00%
Zero Coupon - 2010 2.........    3/14/89       10.60%    15.17%     10.89%     10.76%    52.78%     67.65%  145.95%

<FN>
1Prior to May 1, 1998, the Global Utilities Securities Sub-Account was known as the Utility Equity Sub-Account.
2Calculated with waiver of fees
</FN>
    
</TABLE>
<PAGE>

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.


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

VARIABLE ANNUITY PAYOUT

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

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

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

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


ANNUITY UNIT VALUE

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

<PAGE>

1. is the net result of

   
     a. the  assets of the  Contract  Sub-Account  attributable  to the  Annuity
     Units; plus or minus

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

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

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

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

FIXED  ANNUITY  PAYOUT

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


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

   
The audited  consolidated  financial statements of the Company as of and for the
year ended  December 31,  1997,  included  herein should be  considered  only as
bearing  upon the  ability  of the  Company  to meet its  obligations  under the
Contracts.  The audited  financial  statements of the Variable Account as of and
for the year ended December 31, 1997 are also included herein.



                                                                   VMB SAI 05/98
    





                         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>




<PAGE>
                                     PART C

                                OTHER INFORMATION


Item 24.  Financial Statements and Exhibits

      a.  Financial Statements

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

   
          1.  Independent Auditors' Report.
          2.  Consolidated  Balance  Sheets as of December 31, 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 Agreement***
    4.  Individual Variable Annuity Contract**
    5.  Application for Individual Variable Annuity Contract**
    6.  (i)  Copy of Articles of Incorporation of the Company*
        (ii) Copy of the Bylaws of the Company*
    7.  Not Applicable
    8.  Form of Fund Participation Agreement**
    9.  Opinion and Consent of Counsel
    10. Independent Auditors' Consent
    11. Not Applicable
    12. Not Applicable
    13. Calculation of Performance Information
    14. Company Organizational Chart***
    27. Not Applicable


    * Incorporated by reference to Post-Effective Amendment No.  14
      to Registrant's Form N-4 electronically filed on October 27, 1995.
   ** Incorporated by reference to Post-Effective Amendment No.  15
      to Registrant's Form N-4 electronically filed on April 19, 1996.
  *** Incorporated by reference to Post-Effective Amendment No.  17
      to Registrant's Form N-4 electronically filed on April 25, 1997.
    



Item 25.    Directors and Officers of the Depositor

The following are the Officers and Directors of the Company:
<TABLE>
<CAPTION>

Name and Principal               Positions and Offices
Business Address                 with Depositor
- ---------------------------      ---------------------------------------
<S>                              <C>
Lowell C. Anderson               Chairman, President, Chief Executive
1750 Hennepin Avenue             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. Gerhard Rupprecht            Director
Reinsburgstrasse 19
D-70178
Stuttgart, Germany

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

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

   
Michael T. Westermeyer           Vice President-Law & Secretary
1750 Hennepin Avenue
Minneapolis, MN 55403
    

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

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

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

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

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

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

Item 27.     Number of Contract Owners

   
As of February 19, 1998, there were 33,327 qualified  Contract Owners and 67,082
non-qualified Contract Owners with Contracts in the Separate Account.
    

Item 28.     Indemnification

The Bylaws of the Company provide that:

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

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

Item 29.     Principal Underwriters

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

         Allianz Life Variable Account A
         Preferred Life Variable Account C

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

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

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

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

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

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

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

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

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

</TABLE>


     c.  Not Applicable

Item 30.     Location of Accounts and Records

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

Item 31.     Management Services

Not Applicable

Item 32.     Undertakings

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

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

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

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


                                 REPRESENTATIONS

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

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

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

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

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


                                   SIGNATURES


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

<TABLE>
<CAPTION>
<S>                                <C>
                                  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


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

</TABLE>

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>
Lowell C. Anderson*          Chairman of the Board,         04/24/98
Lowell C. Anderson           President and                      Date
                             Chief Executive Officer

Herbert F. Hansmeyer*        Director                       04/24/98
Herbert F. Hansmeyer                                            Date

Michael P. Sullivan*         Director                       04/24/98
Michael P. Sullivan                                             Date

Dr. Jerry E. Robertson*      Director                       04/24/98
Dr. Jerry E. Robertson                                          Date

Gerhard Rupprecht*           Director                       04/24/98
Gerhard Rupprecht                                               Date

Edward J. Bonach*            Chief Financial Officer        04/24/98
Edward J. Bonach                                                Date

Rev. Dennis J. Dease*        Director                       04/24/98
Rev. Dennis J. Dease                                            Date

James R. Campbell*           Director                       04/24/98
James R. Campbell                                               Date

Robert M. Kimmitt*           Director                       04/24/98
Robert M. Kimmitt                                               Date
</TABLE>

<TABLE>
<CAPTION>
<S>                                 <C>
                                    *By    Power of Attorney

   
                                     By: /S/ MICHAEL T. WESTERMEYER
                                     ------------------------------
                                           Michael T. Westermeyer
                                           Attorney-in-Fact
</TABLE>



                            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 9th day of September 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, 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,  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, 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.    18    

                                       TO

                                    FORM N-4

                         ALLIANZ LIFE VARIABLE ACCOUNT B

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA


                                INDEX TO EXHIBITS



Exhibit                                                            Page

   
EX-99.B9    Opinion and Consent of Counsel

EX-99.B10   Independent Auditors' Consent

EX-99.B13   Calculation of Performance Information
    

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

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

We are of the following opinions:

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

2.   Under the  acceptance of purchase  payments made by an Owner  pursuant to a
     Contract  issued  in  accordance  with  the  Prospectus  contained  in  the
     Registration  Statement and upon  compliance  with  applicable law, such an
     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 II
                              ALLIANZ LIFE VARIABLE ACCOUNT B
                             CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURN AURN  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          $11.25417490      88.856     88.856    $1,000.00
12-31-97     Contract Fee                     (1.00)           13.12966406     (0.076)     88.780     1,165.65
12-31-97     Value before Surr Chg                             13.12966406       0.000     88.780     1,165.65
12-31-97     Surrender Charge                (42.50)           13.12966406     (3.237)     85.543     1,123.15
Cumulative and Average Annual Total Returns
             without/with charges                                   16.66% A                            12.31% B

                                                Growth and Income
12-31-96     Purchase                      $1,000.00          $19.48959860      51.309     51.309    $1,000.00
12-31-97     Contract Fee                     (1.00)           24.55079561     (0.041)     51.269     1,258.69
12-31-97     Value before Surr Chg                             24.55079561       0.000     51.269     1,258.69
12-31-97     Surrender Charge                (42.50)           24.55079561     (1.731)     49.538     1,216.19
Cumulative and Average Annual Total Returns
             without/with charges                                   25.97% A                            21.62% B

                                                   High Income
12-31-96     Purchase                      $1,000.00          $19.37479425      51.613     51.613    $1,000.00
12-31-97     Contract Fee                     (1.00)           21.31160694     (0.047)     51.567     1,098.97
12-31-97     Value before Surr Chg                             21.31160694       0.000     51.567     1,098.97
12-31-97     Surrender Charge                (42.50)           21.31160694     (1.994)     49.572     1,056.47
Cumulative and Average Annual Total Returns
             without/with charges                                   10.00% A                             5.65% B

                                                Income Securities
12-31-96     Purchase                      $1,000.00          $21.70827863      46.065     46.065    $1,000.00
12-31-97     Contract Fee                     (1.00)           25.06461193     (0.040)     46.025     1,153.61
12-31-97     Value before Surr Chg                             25.06461193       0.000     46.025     1,153.61
12-31-97     Surrender Charge                (42.50)           25.06461193     (1.696)     44.330     1,111.11
Cumulative and Average Annual Total Returns
             without/with charges                                   15.46% A                            11.11% B

                                                              Money Market
12-31-96     Purchase                      $1,000.00          $13.35923111      74.855     74.855    $1,000.00
12-31-97     Contract Fee                     (1.00)           13.86472844     (0.072)     74.782     1,036.84
12-31-97     Value before Surr Chg                             13.86472844       0.000     74.782     1,036.84
12-31-97     Surrender Charge                (42.50)           13.86472844     (3.065)     71.717       994.34
Cumulative and Average Annual Total Returns
             without/with charges                                    3.78% A                            -0.57% B

                                           Mutual Discovery Securities
12-31-96     Purchase                      $1,000.00          $10.18045638      98.227     98.227    $1,000.00
12-31-97     Contract Fee                     (1.00)           11.98316359     (0.083)     98.144     1,176.08
12-31-97     Value before Surr Chg                             11.98316359       0.000     98.144     1,176.08
12-31-97     Surrender Charge                (42.50)           11.98316359     (3.547)     94.597     1,133.58
Cumulative and Average Annual Total Returns
             without/with charges                                   17.71%                              13.36%

                                            Mutual Shares Securities
12-31-96     Purchase                      $1,000.00          $10.33016898      96.804     96.804    $1,000.00
12-31-97     Contract Fee                     (1.00)           11.99296726     (0.083)     96.720     1,159.97
12-31-97     Value before Surr Chg                             11.99296726       0.000     96.720     1,159.97
12-31-97     Surrender Charge                (42.50)           11.99296726     (3.544)     93.177     1,117.47
Cumulative and Average Annual Total Returns
             without/with charges                                   16.10%                              11.75%

                                           Natural Resource Securities
12-31-96     Purchase                      $1,000.00          $14.46741645      69.121     69.121    $1,000.00
12-31-97     Contract Fee                     (1.00)           11.55913365     (0.087)     69.034       797.98
12-31-97     Value before Surr Chg                             11.55913365       0.000     69.034       797.98
12-31-97     Surrender Charge                (42.50)           11.55913365     (3.677)     65.358       755.48
Cumulative and Average Annual Total Returns
             without/with charges                                  -20.10% A                           -24.45% B

                                                         Real Estate Securities
12-31-96     Purchase                      $1,000.00          $23.66770609      42.252     42.252    $1,000.00
12-31-97     Contract Fee                     (1.00)           28.16943249     (0.035)     42.216     1,189.21
12-31-97     Value before Surr Chg                             28.16943249       0.000     42.216     1,189.21
12-31-97     Surrender Charge                (42.50)           28.16943249     (1.509)     40.707     1,146.71
Cumulative and Average Annual Total Returns
             without/with charges                                   19.02% A                            14.67% B

                                                Rising Dividends
12-31-96     Purchase                      $1,000.00          $15.30299222      65.347     65.347    $1,000.00
12-31-97     Contract Fee                     (1.00)           20.07430239     (0.050)     65.297     1,310.79
12-31-97     Value before Surr Chg                             20.07430239       0.000     65.297     1,310.79
12-31-97     Surrender Charge                (42.50)           20.07430239     (2.117)     63.180     1,268.29
Cumulative and Average Annual Total Returns
             without/with charges                                   31.18% A                            26.83% B

                                                    Small Cap
12-31-96     Purchase                      $1,000.00          $12.91274591      77.443     77.443    $1,000.00
12-31-97     Contract Fee                     (1.00)           14.95194471     (0.067)     77.376     1,156.92
12-31-97     Value before Surr Chg                             14.95194471       0.000     77.376     1,156.92
12-31-97     Surrender Charge                (42.50)           14.95194471     (2.842)     74.534     1,114.42
Cumulative and Average Annual Total Returns
             without/with charges                                   15.79%                              11.44%

                                       Templeton Developing Markets Equity
12-31-96     Purchase                      $1,000.00          $11.48724479      87.053     87.053    $1,000.00
12-31-97     Contract Fee                     (1.00)           10.34011278     (0.097)     86.956       899.14
12-31-97     Value before Surr Chg                             10.34011278       0.000     86.956       899.14
12-31-97     Surrender Charge                (42.50)           10.34011278     (4.110)     82.846       856.64
Cumulative and Average Annual Total Returns
             without/with charges                                   -9.99% A                           -14.34% B

                                        Templeton Global Asset Allocation
12-31-96     Purchase                      $1,000.00          $12.51416879      79.909     79.909    $1,000.00
12-31-97     Contract Fee                     (1.00)           13.78572229     (0.073)     79.837     1,100.61
12-31-97     Value before Surr Chg                             13.78572229       0.000     79.837     1,100.61
12-31-97     Surrender Charge                (42.50)           13.78572229     (3.083)     76.754     1,058.11
Cumulative and Average Annual Total Returns
             without/with charges                                   10.16% A                             5.81% B

                                             Templeton Global Growth
12-31-96     Purchase                      $1,000.00          $13.55953972      73.749     73.749    $1,000.00
12-31-97     Contract Fee                     (1.00)           15.17626475     (0.066)     73.683     1,118.23
12-31-97     Value before Surr Chg                             15.17626475       0.000     73.683     1,118.23
12-31-97     Surrender Charge                (42.50)           15.17626475     (2.800)     70.882     1,075.73
Cumulative and Average Annual Total Returns
             without/with charges                                   11.92% A                             7.57% B

                                       Templeton Global Income Securities
12-31-96     Purchase                      $1,000.00          $16.78052472      59.593     59.593    $1,000.00
12-31-97     Contract Fee                     (1.00)           16.95673923     (0.059)     59.534     1,009.50
12-31-97     Value before Surr Chg                             16.95673923       0.000     59.534     1,009.50
12-31-97     Surrender Charge                (42.50)           16.95673923     (2.506)     57.028       967.00
Cumulative and Average Annual Total Returns
             without/with charges                                    1.05% A                            -3.30% B

                                         Templeton International Equity
12-31-96     Purchase                      $1,000.00          $16.08142393      62.184     62.184    $1,000.00
12-31-97     Contract Fee                     (1.00)           17.71128511     (0.056)     62.127     1,100.35
12-31-97     Value before Surr Chg                             17.71128511       0.000     62.127     1,100.35
12-31-97     Surrender Charge                (42.50)           17.71128511     (2.400)     59.727     1,057.85
Cumulative and Average Annual Total Returns
             without/with charges                                   10.14% A                             5.79% B

                                    Templeton International Smaller Companies
12-31-96     Purchase                      $1,000.00          $11.14519961      89.725     89.725    $1,000.00
12-31-97     Contract Fee                     (1.00)           10.82516357     (0.092)     89.632       970.28
12-31-97     Value before Surr Chg                             10.82516357       0.000     89.632       970.28
12-31-97     Surrender Charge                (42.50)           10.82516357     (3.926)     85.706       927.78
Cumulative and Average Annual Total Returns
             without/with charges                                   -2.87% A                            -7.22% B

                                            Templeton Pacific Growth
12-31-96     Purchase                      $1,000.00          $14.93159316      66.972     66.972    $1,000.00
12-31-97     Contract Fee                     (1.00)            9.43102016     (0.106)     66.866       630.62
12-31-97     Value before Surr Chg                              9.43102016       0.000     66.866       630.62
12-31-97     Surrender Charge                (42.50)            9.43102016     (4.506)     62.360       588.12
Cumulative and Average Annual Total Returns
             without/with charges                                  -36.84% A                           -41.19% B

                                           U.S. Government Securities
12-31-96     Purchase                      $1,000.00          $16.65018339      60.059     60.059    $1,000.00
12-31-97     Contract Fee                     (1.00)           17.94721856     (0.056)     60.004     1,076.90
12-31-97     Value before Surr Chg                             17.94721856       0.000     60.004     1,076.90
12-31-97     Surrender Charge                (42.50)           17.94721856     (2.368)     57.636     1,034.40
Cumulative and Average Annual Total Returns
             without/with charges                                    7.79% A                             3.44% B

                                                 Utility Equity
12-31-96     Purchase                      $1,000.00          $20.65439774      48.416     48.416    $1,000.00
12-31-97     Contract Fee                     (1.00)           25.81831690     (0.039)     48.377     1,249.02
12-31-97     Value before Surr Chg                             25.81831690       0.000     48.377     1,249.02
12-31-97     Surrender Charge                (42.50)           25.81831690     (1.646)     46.731     1,206.52
Cumulative and Average Annual Total Returns
             without/with charges                                   25.00% A                            20.65% B

                                               Zero Coupon - 2000
12-31-96     Purchase                      $1,000.00          $18.47475298      54.128     54.128    $1,000.00
12-31-97     Contract Fee                     (1.00)           19.51237855     (0.051)     54.077     1,055.16
12-31-97     Value before Surr Chg                             19.51237855       0.000     54.077     1,055.16
12-31-97     Surrender Charge                (42.50)           19.51237855     (2.178)     51.899     1,012.66
Cumulative and Average Annual Total Returns
             without/with charges                                    5.62% A                             1.27% B

                                               Zero Coupon - 2005
12-31-96     Purchase                      $1,000.00          $20.51665706      48.741     48.741    $1,000.00
12-31-97     Contract Fee                     (1.00)           22.53212008     (0.044)     48.697     1,097.24
12-31-97     Value before Surr Chg                             22.53212008       0.000     48.697     1,097.24
12-31-97     Surrender Charge                (42.50)           22.53212008     (1.886)     46.810     1,054.74
Cumulative and Average Annual Total Returns
             without/with charges                                    9.82% A                             5.47% B

                                               Zero Coupon - 2010
12-31-96     Purchase                      $1,000.00          $21.52246902      46.463     46.463    $1,000.00
12-31-97     Contract Fee                     (1.00)           24.73976107     (0.040)     46.423     1,148.49
12-31-97     Value before Surr Chg                             24.73976107       0.000     46.423     1,148.49
12-31-97     Surrender Charge                (42.50)           24.73976107     (1.718)     44.705     1,105.99
Cumulative and Average Annual Total Returns
             without/with charges                                   14.95% A                            10.60% 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>
                                              Growth and Income
12-31-94     Purchase                      $1,000.00      $13.21462941       75.674     75.674    $1,000.00
12-31-95     Contract Fee                     (1.00)       17.30965999      (0.058)     75.616     1,308.89
12-31-96     Contract Fee                     (1.00)       19.48959860      (0.051)     75.565     1,472.72
12-31-97     Contract Fee                     (1.00)       24.55079561      (0.041)     75.524     1,854.17
12-31-97     Value before Surr Chg                         24.55079561        0.000     75.524     1,854.17
12-31-97     Surrender Charge                (22.00)       24.55079561      (0.896)     74.628     1,832.17
Cumulative Total Returns without/with chrgs.                    85.78% A                             83.22% C
Avg. Annual Total Returns without/with chrgs.                   22.93% B                             22.36% D

                                                 High Income
12-31-94     Purchase                      $1,000.00      $14.60759128       68.458     68.458    $1,000.00
12-31-95     Contract Fee                     (1.00)       17.25181285      (0.058)     68.400     1,180.02
12-31-96     Contract Fee                     (1.00)       19.37479425      (0.052)     68.348     1,324.23
12-31-97     Contract Fee                     (1.00)       21.31160694      (0.047)     68.301     1,455.61
12-31-97     Value before Surr Chg                         21.31160694        0.000     68.301     1,455.61
12-31-97     Surrender Charge                (22.00)       21.31160694      (1.032)     67.269     1,433.61
Cumulative Total Returns without/with chrgs.                    45.89% A                             43.36% C
Avg. Annual Total Returns without/with chrgs.                   13.42% B                             12.76% D

                                              Income Securities
12-31-94     Purchase                      $1,000.00      $16.39171653       61.006     61.006    $1,000.00
12-31-95     Contract Fee                     (1.00)       19.78534185      (0.051)     60.956     1,206.03
12-31-96     Contract Fee                     (1.00)       21.70827863      (0.046)     60.910     1,322.25
12-31-97     Contract Fee                     (1.00)       25.06461193      (0.040)     60.870     1,525.68
12-31-97     Value before Surr Chg                         25.06461193        0.000     60.870     1,525.68
12-31-97     Surrender Charge                (22.00)       25.06461193      (0.878)     59.992     1,503.68
Cumulative Total Returns without/with chrgs.                    52.91% A                             50.37% C
Avg. Annual Total Returns without/with chrgs.                   15.21% B                             14.56% D

                                                 Money Market
12-31-94     Purchase                      $1,000.00      $12.35398427       80.946     80.946    $1,000.00
12-31-95     Contract Fee                     (1.00)       12.88349436      (0.078)     80.868     1,041.86
12-31-96     Contract Fee                     (1.00)       13.35923111      (0.075)     80.793     1,079.33
12-31-97     Contract Fee                     (1.00)       13.86472844      (0.072)     80.721     1,119.17
12-31-97     Value before Surr Chg                         13.86472844        0.000     80.721     1,119.17
12-31-97     Surrender Charge                (22.00)       13.86472844      (1.587)     79.134     1,097.17
Cumulative Total Returns without/with chrgs.                    12.23% A                              9.72% C
Avg. Annual Total Returns without/with chrgs.                    3.92% B                              3.14% D

                                         Natural Resource Securities
12-31-94     Purchase                      $1,000.00      $13.97879422       71.537     71.537    $1,000.00
12-31-95     Contract Fee                     (1.00)       14.10867153      (0.071)     71.466     1,008.29
12-31-96     Contract Fee                     (1.00)       14.46741645      (0.069)     71.397     1,032.93
12-31-97     Contract Fee                     (1.00)       11.55913365      (0.087)     71.310       824.29
12-31-97     Value before Surr Chg                         11.55913365        0.000     71.310       824.29
12-31-97     Surrender Charge                (22.00)       11.55913365      (1.903)     69.407       802.29
Cumulative Total Returns without/with chrgs.                   -17.31% A                            -19.77% C
Avg. Annual Total Returns without/with chrgs.                   -6.14% B                             -7.08% D

                                                         Real Estate Securities
12-31-94     Purchase                      $1,000.00      $15.59407180       64.127     64.127    $1,000.00
12-31-95     Contract Fee                     (1.00)       18.07282328      (0.055)     64.072     1,157.95
12-31-96     Contract Fee                     (1.00)       23.66770609      (0.042)     64.029     1,515.43
12-31-97     Contract Fee                     (1.00)       28.16943249      (0.035)     63.994     1,802.67
12-31-97     Value before Surr Chg                         28.16943249        0.000     63.994     1,802.67
12-31-97     Surrender Charge                (22.00)       28.16943249      (0.781)     63.213     1,780.67
Cumulative Total Returns without/with chrgs.                    80.64% A                             78.07% C
Avg. Annual Total Returns without/with chrgs.                   21.79% B                             21.21% D

                                               Rising Dividends
12-31-94     Purchase                      $1,000.00       $9.76873744      102.367    102.367    $1,000.00
12-31-95     Contract Fee                     (1.00)       12.49836348      (0.080)    102.287     1,278.42
12-31-96     Contract Fee                     (1.00)       15.30299222      (0.065)    102.222     1,564.30
12-31-97     Contract Fee                     (1.00)       20.07430239      (0.050)    102.172     2,051.04
12-31-97     Value before Surr Chg                         20.07430239        0.000    102.172     2,051.04
12-31-97     Surrender Charge                (22.00)       20.07430239      (1.096)    101.076     2,029.04
Cumulative Total Returns without/with chrgs.                   105.50% A                            102.90% C
Avg. Annual Total Returns without/with chrgs.                   27.14% B                             26.60% D

                                     Templeton Developing Markets Equity
12-31-94     Purchase                      $1,000.00       $9.45424664      105.773    105.773    $1,000.00
12-31-95     Contract Fee                     (1.00)        9.58170209      (0.104)    105.668     1,012.48
12-31-96     Contract Fee                     (1.00)       11.48724479      (0.087)    105.581     1,212.84
12-31-97     Contract Fee                     (1.00)       10.34011278      (0.097)    105.484     1,090.72
12-31-97     Value before Surr Chg                         10.34011278        0.000    105.484     1,090.72
12-31-97     Surrender Charge                (22.00)       10.34011278      (2.128)    103.357     1,068.72
Cumulative Total Returns without/with chrgs.                     9.37% A                              6.87% C
Avg. Annual Total Returns without/with chrgs.                    3.03% B                              2.24% D

                                          Templeton Global Growth
12-31-94     Purchase                      $1,000.00      $10.20085584       98.031     98.031    $1,000.00
12-31-95     Contract Fee                     (1.00)       11.33894840      (0.088)     97.943     1,110.57
12-31-96     Contract Fee                     (1.00)       13.55953972      (0.074)     97.869     1,327.06
12-31-97     Contract Fee                     (1.00)       15.17626475      (0.066)     97.803     1,484.29
12-31-97     Value before Surr Chg                         15.17626475        0.000     97.803     1,484.29
12-31-97     Surrender Charge                (22.00)       15.17626475      (1.450)     96.354     1,462.29
Cumulative Total Returns without/with chrgs.                    48.77% A                             46.23% C
Avg. Annual Total Returns without/with chrgs.                   14.16% B                             13.50% D

                                      Templeton Global Income Securities
12-31-94     Purchase                      $1,000.00      $13.72629720       72.853     72.853    $1,000.00
12-31-95     Contract Fee                     (1.00)       15.52246997      (0.064)     72.788     1,129.86
12-31-96     Contract Fee                     (1.00)       16.78052472      (0.060)     72.729     1,220.43
12-31-97     Contract Fee                     (1.00)       16.95673923      (0.059)     72.670     1,232.24
12-31-97     Value before Surr Chg                         16.95673923        0.000     72.670     1,232.24
12-31-97     Surrender Charge                (22.00)       16.95673923      (1.297)     71.372     1,210.24
Cumulative Total Returns without/with chrgs.                    23.53% A                             21.02% C
Avg. Annual Total Returns without/with chrgs.                    7.30% B                              6.57% D

                                        Templeton International Equity
12-31-94     Purchase                      $1,000.00      $12.16131942       82.228     82.228    $1,000.00
12-31-95     Contract Fee                     (1.00)       13.26267921      (0.075)     82.153     1,089.56
12-31-96     Contract Fee                     (1.00)       16.08142393      (0.062)     82.090     1,320.13
12-31-97     Contract Fee                     (1.00)       17.71128511      (0.056)     82.034     1,452.93
12-31-97     Value before Surr Chg                         17.71128511        0.000     82.034     1,452.93
12-31-97     Surrender Charge                (22.00)       17.71128511      (1.242)     80.792     1,430.93
Cumulative Total Returns without/with chrgs.                    45.64% A                             43.09% C
Avg. Annual Total Returns without/with chrgs.                   13.35% B                             12.69% D


                                           Templeton Pacific Growth
12-31-94     Purchase                      $1,000.00      $12.80173310       78.114     78.114    $1,000.00
12-31-95     Contract Fee                     (1.00)       13.63037545      (0.073)     78.041     1,063.73
12-31-96     Contract Fee                     (1.00)       14.93159316      (0.067)     77.974     1,164.28
12-31-97     Contract Fee                     (1.00)        9.43102016      (0.106)     77.868       734.38
12-31-97     Value before Surr Chg                          9.43102016        0.000     77.868       734.38
12-31-97     Surrender Charge                (22.00)        9.43102016      (2.333)     75.535       712.38
Cumulative Total Returns without/with chrgs.                   -26.33% A                            -28.76% C
Avg. Annual Total Returns without/with chrgs.                   -9.68% B                            -10.69% D

                                          U.S. Government Securities
12-31-94     Purchase                      $1,000.00      $13.83490825       72.281     72.281    $1,000.00
12-31-95     Contract Fee                     (1.00)       16.29770051      (0.061)     72.220     1,177.01
12-31-96     Contract Fee                     (1.00)       16.65018339      (0.060)     72.160     1,201.47
12-31-97     Contract Fee                     (1.00)       17.94721856      (0.056)     72.104     1,294.06
12-31-97     Value before Surr Chg                         17.94721856        0.000     72.104     1,294.06
12-31-97     Surrender Charge                (22.00)       17.94721856      (1.226)     70.878     1,272.06
Cumulative Total Returns without/with chrgs.                    29.72% A                             27.21% C
Avg. Annual Total Returns without/with chrgs.                    9.06% B                              8.35% D

                                                Utility Equity
12-31-94     Purchase                      $1,000.00      $15.10395032       66.208     66.208    $1,000.00
12-31-95     Contract Fee                     (1.00)       19.56451758      (0.051)     66.157     1,294.32
12-31-96     Contract Fee                     (1.00)       20.65439774      (0.048)     66.108     1,365.43
12-31-97     Contract Fee                     (1.00)       25.81831690      (0.039)     66.070     1,705.81
12-31-97     Value before Surr Chg                         25.81831690        0.000     66.070     1,705.81
12-31-97     Surrender Charge                (22.00)       25.81831690      (0.852)     65.217     1,683.81
Cumulative Total Returns without/with chrgs.                    70.94% A                             68.38% C
Avg. Annual Total Returns without/with chrgs.                   19.57% B                             18.97% D

                                              Zero Coupon - 2000
12-31-94     Purchase                      $1,000.00      $15.37318118       65.048     65.048    $1,000.00
12-31-95     Contract Fee                     (1.00)       18.29362036      (0.055)     64.994     1,188.97
12-31-96     Contract Fee                     (1.00)       18.47475298      (0.054)     64.940     1,199.74
12-31-97     Contract Fee                     (1.00)       19.51237855      (0.051)     64.888     1,266.13
12-31-97     Value before Surr Chg                         19.51237855        0.000     64.888     1,266.13
12-31-97     Surrender Charge                (22.00)       19.51237855      (1.127)     63.761     1,244.13
Cumulative Total Returns without/with chrgs.                    26.92% A                             24.41% C
Avg. Annual Total Returns without/with chrgs.                    8.27% B                              7.55% D

                                              Zero Coupon - 2005
12-31-94     Purchase                      $1,000.00      $16.09601101       62.127     62.127    $1,000.00
12-31-95     Contract Fee                     (1.00)       20.91363234      (0.048)     62.079     1,298.31
12-31-96     Contract Fee                     (1.00)       20.51665706      (0.049)     62.031     1,272.66
12-31-97     Contract Fee                     (1.00)       22.53212008      (0.044)     61.986     1,396.68
12-31-97     Value before Surr Chg                         22.53212008        0.000     61.986     1,396.68
12-31-97     Surrender Charge                (22.00)       22.53212008      (0.976)     61.010     1,374.68
Cumulative Total Returns without/with chrgs.                    39.99% A                             37.47% C
Avg. Annual Total Returns without/with chrgs.                   11.87% B                             11.19% D

                                              Zero Coupon - 2010
12-31-94     Purchase                      $1,000.00      $15.92982416       62.775     62.775    $1,000.00
12-31-95     Contract Fee                     (1.00)       22.43134838      (0.045)     62.731     1,407.14
12-31-96     Contract Fee                     (1.00)       21.52246902      (0.046)     62.684     1,349.12
12-31-97     Contract Fee                     (1.00)       24.73976107      (0.040)     62.644     1,549.79
12-31-97     Value before Surr Chg                         24.73976107        0.000     62.644     1,549.79
12-31-97     Surrender Charge                (22.00)       24.73976107      (0.889)     61.755     1,527.79
Cumulative Total Returns without/with chrgs.                    55.30% A                             52.78% C
Avg. Annual Total Returns without/with chrgs.                   15.81% B                             15.17% 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>       
                                                           Growth and Income
12-31-92     Purchase                      $1,000.00      $12.57361730      79.532     79.532    $1,000.00
12-31-93     Contract Fee                     (1.00)       13.67694811     (0.073)     79.458     1,086.75
12-31-94     Contract Fee                     (1.00)       13.21462941     (0.076)     79.383     1,049.01
12-31-95     Contract Fee                     (1.00)       17.30965999     (0.058)     79.325     1,373.09
12-31-96     Contract Fee                     (1.00)       19.48959860     (0.051)     79.274     1,545.01
12-31-97     Contract Fee                     (1.00)       24.55079561     (0.041)     79.233     1,945.23
12-31-97     Value before Surr Chg                         24.55079561       0.000     79.233     1,945.23
12-31-97     Surrender Charge                 (3.75)       24.55079561     (0.153)     79.080     1,941.48
Cumulative Total Returns without/with chrgs.                    95.26% A                            94.15% C
Avg. Annual Total Returns without/with chrgs.                   14.32% B                            14.19% D

                                                 High Income
12-31-92     Purchase                      $1,000.00      $13.27789297      75.313     75.313    $1,000.00
12-31-93     Contract Fee                     (1.00)       15.15511991     (0.066)     75.247     1,140.38
12-31-94     Contract Fee                     (1.00)       14.60759128     (0.068)     75.179     1,098.18
12-31-95     Contract Fee                     (1.00)       17.25181285     (0.058)     75.121     1,295.97
12-31-96     Contract Fee                     (1.00)       19.37479425     (0.052)     75.069     1,454.45
12-31-97     Contract Fee                     (1.00)       21.31160694     (0.047)     75.022     1,598.84
12-31-97     Value before Surr Chg                         21.31160694       0.000     75.022     1,598.84
12-31-97     Surrender Charge                 (3.75)       21.31160694     (0.176)     74.846     1,595.09
Cumulative Total Returns without/with chrgs.                    60.50% A                            59.51% C
Avg. Annual Total Returns without/with chrgs.                    9.93% B                             9.79% D

                                              Income Securities
12-31-92     Purchase                      $1,000.00      $15.16252410      65.952     65.952    $1,000.00
12-31-93     Contract Fee                     (1.00)       17.73437317     (0.056)     65.896     1,168.62
12-31-94     Contract Fee                     (1.00)       16.39171653     (0.061)     65.835     1,079.14
12-31-95     Contract Fee                     (1.00)       19.78534185     (0.051)     65.784     1,301.56
12-31-96     Contract Fee                     (1.00)       21.70827863     (0.046)     65.738     1,427.06
12-31-97     Contract Fee                     (1.00)       25.06461193     (0.040)     65.698     1,646.70
12-31-97     Value before Surr Chg                         25.06461193       0.000     65.698     1,646.70
12-31-97     Surrender Charge                 (3.75)       25.06461193     (0.150)     65.549     1,642.95
Cumulative Total Returns without/with chrgs.                    65.31% A                            64.29% C
Avg. Annual Total Returns without/with chrgs.                   10.58% B                            10.44% D

                                                Money Market
12-31-92     Purchase                      $1,000.00      $11.93209752      83.808     83.808    $1,000.00
12-31-93     Contract Fee                     (1.00)       12.06579747     (0.083)     83.725     1,010.21
12-31-94     Contract Fee                     (1.00)       12.35398427     (0.081)     83.644     1,033.33
12-31-95     Contract Fee                     (1.00)       12.88349436     (0.078)     83.566     1,076.62
12-31-96     Contract Fee                     (1.00)       13.35923111     (0.075)     83.491     1,115.38
12-31-97     Contract Fee                     (1.00)       13.86472844     (0.072)     83.419     1,156.58
12-31-97     Value before Surr Chg                         13.86472844       0.000     83.419     1,156.58
12-31-97     Surrender Charge                 (3.75)       13.86472844     (0.270)     83.149     1,152.83
Cumulative Total Returns without/with chrgs.                    16.20% A                            15.28% C
Avg. Annual Total Returns without/with chrgs.                    3.05% B                             2.89% D

                                            Natural Resource Securities
12-31-92     Purchase                      $1,000.00       $9.42437104     106.108    106.108    $1,000.00
12-31-93     Contract Fee                     (1.00)       14.46354903     (0.069)    106.039     1,533.70
12-31-94     Contract Fee                     (1.00)       13.97879422     (0.072)    105.967     1,481.29
12-31-95     Contract Fee                     (1.00)       14.10867153     (0.071)    105.896     1,494.06
12-31-96     Contract Fee                     (1.00)       14.46741645     (0.069)    105.827     1,531.05
12-31-97     Contract Fee                     (1.00)       11.55913365     (0.087)    105.741     1,222.27
12-31-97     Value before Surr Chg                         11.55913365       0.000    105.741     1,222.27
12-31-97     Surrender Charge                 (3.75)       11.55913365     (0.324)    105.416     1,218.52
Cumulative Total Returns without/with chrgs.                    22.65% A                            21.85% C
Avg. Annual Total Returns without/with chrgs.                    4.17% B                             4.03% D

                                           Real Estate Securities
12-31-92     Purchase                      $1,000.00      $13.09547341      76.362     76.362    $1,000.00
12-31-93     Contract Fee                     (1.00)       15.36898235     (0.065)     76.297     1,172.61
12-31-94     Contract Fee                     (1.00)       15.59407180     (0.064)     76.233     1,188.78
12-31-95     Contract Fee                     (1.00)       18.07282328     (0.055)     76.178     1,376.75
12-31-96     Contract Fee                     (1.00)       23.66770609     (0.042)     76.135     1,801.95
12-31-97     Contract Fee                     (1.00)       28.16943249     (0.035)     76.100     2,143.69
12-31-97     Value before Surr Chg                         28.16943249       0.000     76.100     2,143.69
12-31-97     Surrender Charge                 (3.75)       28.16943249     (0.133)     75.967     2,139.94
Cumulative Total Returns without/with chrgs.                   115.11% A                           113.99% C
Avg. Annual Total Returns without/with chrgs.                   16.56% B                            16.43% D

                                              Rising Dividends
12-31-92     Purchase                      $1,000.00      $10.84771473      92.185     92.185    $1,000.00
12-31-93     Contract Fee                     (1.00)       10.32720317     (0.097)     92.088      $951.02
12-31-94     Contract Fee                     (1.00)        9.76873744     (0.102)     91.986      $898.59
12-31-95     Contract Fee                     (1.00)       12.49836348     (0.080)     91.906     1,148.68
12-31-96     Contract Fee                     (1.00)       15.30299222     (0.065)     91.841     1,405.44
12-31-97     Contract Fee                     (1.00)       20.07430239     (0.050)     91.791     1,842.64
12-31-97     Value before Surr Chg                         20.07430239       0.000     91.791     1,842.64
12-31-97     Surrender Charge                 (3.75)       20.07430239     (0.187)     91.604     1,838.89
Cumulative Total Returns without/with chrgs.                    85.06% A                            83.89% C
Avg. Annual Total Rtns. without/with chrgs.                     13.10% B                            12.96% D

                                     Templeton Global Income Securities
12-31-92     Purchase                      $1,000.00      $12.73250766      78.539     78.539    $1,000.00
12-31-93     Contract Fee                     (1.00)       14.64984870     (0.068)     78.471     1,149.59
12-31-94     Contract Fee                     (1.00)       13.72629720     (0.073)     78.398     1,076.11
12-31-95     Contract Fee                     (1.00)       15.52246997     (0.064)     78.334     1,215.93
12-31-96     Contract Fee                     (1.00)       16.78052472     (0.060)     78.274     1,313.48
12-31-97     Contract Fee                     (1.00)       16.95673923     (0.059)     78.215     1,326.27
12-31-97     Value before Surr Chg                         16.95673923       0.000     78.215     1,326.27
12-31-97     Surrender Charge                 (3.75)       16.95673923     (0.221)     77.994     1,322.52
Cumulative Total Returns without/with chrgs.                    33.18% A                            32.25% C
Avg. Annual Total Returns without/with chrgs.                    5.90% B                             5.75% D

                                       Templeton International Equity
12-31-92     Purchase                      $1,000.00       $9.64241309     103.708    103.708    $1,000.00
12-31-93     Contract Fee                     (1.00)       12.22565227     (0.082)    103.627     1,266.90
12-31-94     Contract Fee                     (1.00)       12.16131942     (0.082)    103.544     1,259.24
12-31-95     Contract Fee                     (1.00)       13.26267921     (0.075)    103.469     1,372.28
12-31-96     Contract Fee                     (1.00)       16.08142393     (0.062)    103.407     1,662.93
12-31-97     Contract Fee                     (1.00)       17.71128511     (0.056)    103.350     1,830.47
12-31-97     Value before Surr Chg                         17.71128511       0.000    103.350     1,830.47
12-31-97     Surrender Charge                 (3.75)       17.71128511     (0.212)    103.139     1,826.72
Cumulative Total Returns without/with chrgs.                    83.68% A                            82.67% C
Avg. Annual Total Rtns. without/with chrgs.                     12.93% B                            12.81% D

                                          Templeton Pacific Growth
12-31-92     Purchase                      $1,000.00       $9.76096735     102.449    102.449    $1,000.00
12-31-93     Contract Fee                     (1.00)       14.23330574     (0.070)    102.379     1,457.19
12-31-94     Contract Fee                     (1.00)       12.80173310     (0.078)    102.300     1,309.62
12-31-95     Contract Fee                     (1.00)       13.63037545     (0.073)    102.227     1,393.39
12-31-96     Contract Fee                     (1.00)       14.93159316     (0.067)    102.160     1,525.41
12-31-97     Contract Fee                     (1.00)        9.43102016     (0.106)    102.054       962.47
12-31-97     Value before Surr Chg                          9.43102016       0.000    102.054       962.47
12-31-97     Surrender Charge                 (3.75)        9.43102016     (0.398)    101.656       958.72
Cumulative Total Returns without/with chrgs.                    -3.38% A                            -4.13% C
Avg. Annual Total Rtns. without/with chrgs.                     -0.69% B                            -0.84% D

                                         U.S. Government Securities
12-31-92     Purchase                      $1,000.00      $13.58621153      73.604     73.604    $1,000.00
12-31-93     Contract Fee                     (1.00)       14.69826319     (0.068)     73.536     1,080.85
12-31-94     Contract Fee                     (1.00)       13.83490825     (0.072)     73.464     1,016.36
12-31-95     Contract Fee                     (1.00)       16.29770051     (0.061)     73.402     1,196.29
12-31-96     Contract Fee                     (1.00)       16.65018339     (0.060)     73.342     1,221.16
12-31-97     Contract Fee                     (1.00)       17.94721856     (0.056)     73.287     1,315.29
12-31-97     Value before Surr Chg                         17.94721856       0.000     73.287     1,315.29
12-31-97     Surrender Charge                 (3.75)       17.94721856     (0.209)     73.078     1,311.54
Cumulative Total Returns without/with chrgs.                    32.10% A                            31.15% C
Avg. Annual Total Returns without/with chrgs.                    5.73% B                             5.57% D

                                               Utility Equity
12-31-92     Purchase                      $1,000.00      $15.88865152      62.938     62.938    $1,000.00
12-31-93     Contract Fee                     (1.00)       17.31879581     (0.058)     62.880     1,089.01
12-31-94     Contract Fee                     (1.00)       15.10395032     (0.066)     62.814       948.74
12-31-95     Contract Fee                     (1.00)       19.56451758     (0.051)     62.763     1,227.93
12-31-96     Contract Fee                     (1.00)       20.65439774     (0.048)     62.715     1,295.33
12-31-97     Contract Fee                     (1.00)       25.81831690     (0.039)     62.676     1,618.18
12-31-97     Value before Surr Chg                         25.81831690       0.000     62.676     1,618.18
12-31-97     Surrender Charge                 (3.75)       25.81831690     (0.145)     62.531     1,614.43
Cumulative Total Returns without/with chrgs.                    62.50% A                            61.44% C
Avg. Annual Total Returns without/with chrgs.                   10.20% B                            10.05% D

                                             Zero Coupon - 2000
12-31-92     Purchase                      $1,000.00      $14.59489368      68.517     68.517    $1,000.00
12-31-93     Contract Fee                     (1.00)       16.71742785     (0.060)     68.457     1,144.43
12-31-94     Contract Fee                     (1.00)       15.37318118     (0.065)     68.392     1,051.41
12-31-95     Contract Fee                     (1.00)       18.29362036     (0.055)     68.338     1,250.14
12-31-96     Contract Fee                     (1.00)       18.47475298     (0.054)     68.283     1,261.52
12-31-97     Contract Fee                     (1.00)       19.51237855     (0.051)     68.232     1,331.37
12-31-97     Value before Surr Chg                         19.51237855       0.000     68.232     1,331.37
12-31-97     Surrender Charge                 (3.75)       19.51237855     (0.192)     68.040     1,327.62
Cumulative Total Returns without/with chrgs.                    33.69% A                            32.76% C
Avg. Annual Total Returns without/with chrgs.                    5.98% B                             5.83% D

                                             Zero Coupon - 2005
12-31-92     Purchase                      $1,000.00      $14.97467685      66.779     66.779    $1,000.00
12-31-93     Contract Fee                     (1.00)       18.04995514     (0.055)     66.724     1,204.37
12-31-94     Contract Fee                     (1.00)       16.09601101     (0.062)     66.662     1,072.99
12-31-95     Contract Fee                     (1.00)       20.91363234     (0.048)     66.614     1,393.14
12-31-96     Contract Fee                     (1.00)       20.51665706     (0.049)     66.565     1,365.70
12-31-97     Contract Fee                     (1.00)       22.53212008     (0.044)     66.521     1,498.86
12-31-97     Value before Surr Chg                         22.53212008       0.000     66.521     1,498.86
12-31-97     Surrender Charge                 (3.75)       22.53212008     (0.166)     66.355     1,495.11
Cumulative Total Returns without/with chrgs.                    50.47% A                            49.51% C
Avg. Annual Total Returns without/with chrgs.                    8.51% B                             8.38% D

                                             Zero Coupon - 2010
12-31-92     Purchase                      $1,000.00      $14.66961344      68.168     68.168    $1,000.00
12-31-93     Contract Fee                      1.00)       18.14448916     (0.055)     68.113     1,235.88
12-31-94     Contract Fee                     (1.00)       15.92982416     (0.063)     68.050     1,084.03
12-31-95     Contract Fee                     (1.00)       22.43134838     (0.045)     68.006     1,525.46
12-31-96     Contract Fee                     (1.00)       21.52246902     (0.046)     67.959     1,462.65
12-31-97     Contract Fee                     (1.00)       24.73976107     (0.040)     67.919     1,680.29
12-31-97     Value before Surr Chg                         24.73976107       0.000     67.919     1,680.29
12-31-97     Surrender Charge                 (3.75)       24.73976107     (0.152)     67.767     1,676.54
Cumulative Total Returns without/with chrgs.                    68.65% A                            67.65% C
Avg. Annual Total Returns without/with chrgs.                   11.02% B                            10.89% 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)     $11.18234032      (0.089)     99.911     1,117.23
12-31-97      Contract Fee                     (1.00)      13.12966406      (0.076)     99.834     1,310.79
12-31-97      Value before Surr Chg                        13.12966406        0.000     99.834     1,310.79
12-31-97      Surrender Charge                (35.00)      13.12966406      (2.666)     97.169     1,275.79
Cumulative Total Returns without/with chgs.                     31.30% A                             27.58% C
Avg. Annual Total Returns without/with chgs.                    17.73% B                             15.72% D

                                              Growth and Income
1-24-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-24-90       Contract Fee                     (1.00)       9.60621064      (0.104)     99.896       959.62
1-24-91       Contract Fee                     (1.00)      10.04911751      (0.100)     99.796     1,002.87
1-24-92       Contract Fee                     (1.00)      12.19460473      (0.082)     99.714     1,215.98
1-24-93       Contract Fee                     (1.00)      12.62194644      (0.079)     99.635     1,257.59
1-24-94       Contract Fee                     (1.00)      14.16249217      (0.071)     99.565     1,410.08
1-24-95       Contract Fee                     (1.00)      13.34952632      (0.075)     99.490     1,328.14
1-24-96       Contract Fee                     (1.00)      17.36302808      (0.058)     99.432     1,726.44
1-24-97       Contract Fee                     (1.00)      19.93765368      (0.050)     99.382     1,981.44
12-31-97      Value before Surr Chg                        24.55079561        0.000     99.382     2,439.90
12-31-97      Contract Fee                     (1.00)      24.55079561      (0.041)     99.341     2,438.90
12-31-97      Surrender Charge                   0.00      24.55079561        0.000     99.341     2,438.90
Cumulative Total Returns without/with chgs.                    145.51% A                            143.89% C
Avg. Annual Total Returns without/with chgs.                    10.57% B                             10.49% D

                                                 High Income
1-24-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-24-90       Contract Fee                     (1.00)       9.99164502      (0.100)     99.900       998.16
1-24-91       Contract Fee                     (1.00)       8.99722270      (0.111)     99.789       897.82
1-24-92       Contract Fee                     (1.00)      11.88821941      (0.084)     99.705     1,185.31
1-24-93       Contract Fee                     (1.00)      13.44703876      (0.074)     99.630     1,339.73
1-24-94       Contract Fee                     (1.00)      15.36027784      (0.065)     99.565     1,529.35
1-24-95       Contract Fee                     (1.00)      14.72506391      (0.068)     99.497     1,465.10
1-24-96       Contract Fee                     (1.00)      17.51218685      (0.057)     99.440     1,741.41
1-24-97       Contract Fee                     (1.00)      19.46632780      (0.051)     99.389     1,934.73
12-31-97      Value before Surr Chg                        21.31160694        0.000     99.389     2,118.14
12-31-97      Contract Fee                     (1.00)      21.31160694      (0.047)     99.342     2,117.14
12-31-97      Surrender Charge                   0.00      21.31160694        0.000     99.342     2,117.14
Cumulative Total Returns without/with chgs.                    113.12% A                            111.71% C
Avg. Annual Total Returns without/with chgs.                     8.83% B                              8.75% D

                                              Income Securities
1-24-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-24-90       Contract Fee                     (1.00)      10.71309911      (0.093)     99.907     1,070.31
1-24-91       Contract Fee                     (1.00)       9.95244729      (0.100)     99.806       993.32
1-24-92       Contract Fee                     (1.00)      14.03346495      (0.071)     99.735     1,399.63
1-24-93       Contract Fee                     (1.00)      15.36060973      (0.065)     99.670     1,530.99
1-24-94       Contract Fee                     (1.00)      17.72926867      (0.056)     99.613     1,766.07
1-24-95       Contract Fee                     (1.00)      16.36456157      (0.061)     99.552     1,629.13
1-24-96       Contract Fee                     (1.00)      20.20965612      (0.049)     99.503     2,010.92
1-24-97       Contract Fee                     (1.00)      21.90254020      (0.046)     99.457     2,178.36
12-31-97      Value before Surr Chg                        25.06461193        0.000     99.457     2,492.86
12-31-97      Contract Fee                     (1.00)      25.06461193      (0.040)     99.417     2,491.86
12-31-97      Surrender Charge                   0.00      25.06461193        0.000     99.417     2,491.86
Cumulative Total Returns without/with chgs.                    150.65% A                            149.19% C
Avg. Annual Total Returns without/with chgs.                    10.83% B                             10.75% D

                                               Money Market
1-24-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-24-90       Contract Fee                     (1.00)      10.67978818      (0.094)     99.906     1,066.98
1-24-91       Contract Fee                     (1.00)      11.32877884      (0.088)     99.818     1,130.82
1-24-92       Contract Fee                     (1.00)      11.75876120      (0.085)     99.733     1,172.74
1-24-93       Contract Fee                     (1.00)      11.94119334      (0.084)     99.649     1,189.93
1-24-94       Contract Fee                     (1.00)      12.07592840      (0.083)     99.566     1,202.36
1-24-95       Contract Fee                     (1.00)      12.38828249      (0.081)     99.486     1,232.46
1-24-96       Contract Fee                     (1.00)      12.92030455      (0.077)     99.408     1,284.39
1-24-97       Contract Fee                     (1.00)      13.39088993      (0.075)     99.334     1,330.17
12-31-97      Value before Surr Chg                        13.86472844        0.000     99.334     1,377.23
12-31-97      Contract Fee                     (1.00)      13.86472844      (0.072)     99.262     1,376.23
12-31-97      Surrender Charge                   0.00      13.86472844        0.000     99.262     1,376.23
Cumulative Total Returns without/with chgs.                     38.65% A                             37.62% C
Avg. Annual Total Returns without/with chgs.                     3.72% B                              3.64% 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)      11.84027297      (0.084)     99.916     1,183.03
12-31-97      Contract Fee                     (1.00)      11.98316359      (0.083)     99.832     1,196.30
12-31-97      Value before Surr Chg                        11.98316359        0.000     99.832     1,196.30
12-31-97      Surrender Charge                (35.00)      11.98316359      (2.921)     96.911     1,161.30
Cumulative Total Returns without/with chgs.                     19.83% A                             16.13% C
Avg. Annual Total Returns without/with chgs.                    17.11% B                             13.95% 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)      11.76129584      (0.085)     99.915     1,175.13
12-31-97      Contract Fee                     (1.00)      11.99296726      (0.083)     99.832     1,197.28
12-31-97      Value before Surr Chg                        11.99296726        0.000     99.832     1,197.28
12-31-97      Surrender Charge                (35.00)      11.99296726      (2.918)     96.913     1,162.28
Cumulative Total Returns without/with chgs.                     19.93% A                             16.23% C
Avg. Annual Total Returns without/with chgs.                    17.20% B                             14.03% D

                                        Natural Resource Securities
1-24-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-24-90       Contract Fee                     (1.00)      12.89722725      (0.078)     99.922     1,288.72
1-24-91       Contract Fee                     (1.00)       9.78594476      (0.102)     99.820       976.84
1-24-92       Contract Fee                     (1.00)      10.94243678      (0.091)     99.729     1,091.28
1-24-93       Contract Fee                     (1.00)       9.15485419      (0.109)     99.620       912.00
1-24-94       Contract Fee                     (1.00)      14.48022000      (0.069)     99.551     1,441.51
1-24-95       Contract Fee                     (1.00)      13.03370860      (0.077)     99.474     1,296.51
1-24-96       Contract Fee                     (1.00)      15.98656882      (0.063)     99.411     1,589.25
1-24-97       Contract Fee                     (1.00)      13.82698418      (0.072)     99.339     1,373.56
12-31-97      Value before Surr Chg                        11.55913365        0.000     99.339     1,148.27
12-31-97      Contract Fee                     (1.00)      11.55913365      (0.087)     99.252     1,147.27
12-31-97      Surrender Charge                   0.00      11.55913365        0.000     99.252     1,147.27
Cumulative Total Returns without/with chgs.                     15.59% A                             14.73% C
Avg. Annual Total Returns without/with chgs.                     1.63% B                              1.55% D

                                          Real Estate Securities
1-24-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-24-90       Contract Fee                     (1.00)      10.13988901      (0.099)     99.901     1,012.99
1-24-91       Contract Fee                     (1.00)       9.37706788      (0.107)     99.795       935.78
1-24-92       Contract Fee                     (1.00)      12.28427530      (0.081)     99.713     1,224.91
1-24-93       Contract Fee                     (1.00)      13.54478625      (0.074)     99.640     1,349.60
1-24-94       Contract Fee                     (1.00)      15.37525910      (0.065)     99.574     1,530.98
1-24-95       Contract Fee                     (1.00)      15.00928122      (0.067)     99.508     1,493.54
1-24-96       Contract Fee                     (1.00)      18.15857148      (0.055)     99.453     1,805.92
1-24-97       Contract Fee                     (1.00)      23.95551361      (0.042)     99.411     2,381.44
12-31-97      Value before Surr Chg                        28.16943249        0.000     99.411     2,800.35
12-31-97      Contract Fee                     (1.00)      28.16943249      (0.035)     99.376     2,799.35
12-31-97      Surrender Charge                   0.00      28.16943249        0.000     99.376     2,799.35
Cumulative Total Returns without/with chgs.                    181.69% A                            179.94% C
Avg. Annual Total Returns without/with chgs.                    12.28% B                             12.20% D

                                             Rising Dividends
1-27-92       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-27-93       Contract Fee                     (1.00)      10.69831588      (0.093)     99.907     1,068.83
1-27-94       Contract Fee                     (1.00)      10.38483458      (0.096)     99.810     1,036.51
1-27-95       Contract Fee                     (1.00)       9.97357882      (0.100)     99.710       994.47
1-27-96       Contract Fee                     (1.00)      12.53425589      (0.080)     99.630     1,248.79
1-27-97       Contract Fee                     (1.00)      15.27722507      (0.065)     99.565     1,521.07
12-31-97      Value before Surr Chg                        20.07430239        0.000     99.565     1,998.69
12-31-97      Contract Fee                     (1.00)      20.07430239      (0.050)     99.515     1,997.69
12-31-97      Surrender Charge                   0.00      20.07430239        0.000     99.515     1,997.69
Cumulative Total Returns without/with chgs.                    100.74% A                             99.77% C
Avg. Annual Total Returns without/with chgs.                    12.47% B                             12.37% D

                                                 Small Cap
11-1-95       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
11-1-96       Contract Fee                     (1.00)      12.15810442      (0.082)     99.918     1,214.81
11-1-97       Contract Fee                     (1.00)      15.56454139      (0.064)     99.854     1,554.17
12-31-97      Value before Surr Chg                        14.95194471        0.000     99.854     1,493.00
12-31-97      Contract Fee                     (1.00)      14.95194471      (0.067)     99.787     1,492.00
12-31-97      Surrender Charge                (22.00)      14.95194471      (1.471)     98.315     1,470.00
Cumulative Total Returns without/with chgs.                     49.52% A                             47.00% C
Avg. Annual Total Returns without/with chgs.                    20.40% B                             19.46% D

                                     Templeton Developing Markets Equity
3-15-94       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
3-15-95       Contract Fee                     (1.00)       8.62834892      (0.116)     99.884       861.83
3-15-96       Contract Fee                     (1.00)      10.29583833      (0.097)     99.787     1,027.39
3-15-97       Contract Fee                     (1.00)      12.45337068      (0.080)     99.707     1,241.68
12-31-97      Value before Surr Chg                        10.34011278        0.000     99.707     1,030.98
12-31-97      Contract Fee                     (1.00)      10.34011278      (0.097)     99.610     1,029.98
12-31-97      Surrender Charge                (12.00)      10.34011278      (1.161)     98.449     1,017.98
Cumulative Total Returns without/with chgs.                      3.40% A                              1.80% C
Avg. Annual Total Returns without/with chgs.                     0.88% B                              0.47% D

                                     Templeton Global Asset Allocation
5-1-95        Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
5-1-96        Contract Fee                     (1.00)      11.25238520      (0.089)     99.911     1,124.24
5-1-97        Contract Fee                     (1.00)      12.77282148      (0.078)     99.833     1,275.15
12-31-97      Value before Surr Chg                        13.78572229        0.000     99.833     1,376.27
12-31-97      Contract Fee                     (1.00)      13.78572229      (0.073)     99.760     1,375.27
12-31-97      Surrender Charge                (22.00)      13.78572229      (1.596)     98.164     1,353.27
Cumulative Total Returns without/with chgs.                     37.86% A                             35.33% C
Avg. Annual Total Returns without/with chgs.                    12.77% B                             11.99% D

                                          Templeton Global Growth
3-15-94       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
3-15-95       Contract Fee                     (1.00)      10.10361218      (0.099)     99.901     1,009.36
3-15-96       Contract Fee                     (1.00)      11.81545835      (0.085)     99.816     1,179.38
3-15-97       Contract Fee                     (1.00)      14.09972316      (0.071)     99.745     1,406.38
12-31-97      Value before Surr Chg                        15.17626475        0.000     99.745     1,513.76
12-31-97      Contract Fee                     (1.00)      15.17626475      (0.066)     99.680     1,512.76
12-31-97      Surrender Charge                (12.00)      15.17626475      (0.791)     98.889     1,500.76
Cumulative Total Returns without/with chgs.                     51.76% A                             50.08% C
Avg. Annual Total Returns without/with chgs.                    11.60% B                             11.28% D

                                    Templeton Global Income Securities
1-24-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-24-90       Contract Fee                     (1.00)      10.86134310      (0.092)     99.908     1,085.13
1-24-91       Contract Fee                     (1.00)      11.78457305      (0.085)     99.823     1,176.37
1-24-92       Contract Fee                     (1.00)      12.96036211      (0.077)     99.746     1,292.74
1-24-93       Contract Fee                     (1.00)      12.79597793      (0.078)     99.668     1,275.35
1-24-94       Contract Fee                     (1.00)      14.83430587      (0.067)     99.600     1,477.50
1-24-95       Contract Fee                     (1.00)      13.57814674      (0.074)     99.527     1,351.39
1-24-96       Contract Fee                     (1.00)      15.44939311      (0.065)     99.462     1,536.63
1-24-97       Contract Fee                     (1.00)      16.58044652      (0.060)     99.402     1,648.12
12-31-97      Value before Surr Chg                        16.95673923        0.000     99.402     1,685.53
12-31-97      Contract Fee                     (1.00)      16.95673923      (0.059)     99.343     1,684.53
12-31-97      Surrender Charge                   0.00      16.95673923        0.000     99.343     1,684.53
Cumulative Total Returns without/with chgs.                     69.57% A                             68.45% C
Avg. Annual Total Returns without/with chgs.                     6.09% B                              6.01% D

                                      Templeton International Equity
1-27-92       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-27-93       Contract Fee                     (1.00)       9.54360836      (0.105)     99.895       953.36
1-27-94       Contract Fee                     (1.00)      12.87738433      (0.078)     99.818     1,285.39
1-27-95       Contract Fee                     (1.00)      11.94433728      (0.084)     99.734     1,191.25
1-27-96       Contract Fee                     (1.00)      13.57666972      (0.074)     99.660     1,353.05
1-27-97       Contract Fee                     (1.00)      16.22074645      (0.062)     99.599     1,615.56
12-31-97      Value before Surr Chg                        17.71128511        0.000     99.599     1,764.02
12-31-97      Contract Fee                     (1.00)      17.71128511      (0.056)     99.542     1,763.02
12-31-97      Surrender Charge                   0.00      17.71128511        0.000     99.542     1,763.02
Cumulative Total Returns without/with chgs.                     77.11% A                             76.30% C
Avg. Annual Total Returns without/with chgs.                    10.12% B                             10.03% 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)     $11.33025487      (0.088)     99.912     1,132.03
12-31-97      Value before Surr Chg                        10.82516357        0.000     99.912     1,081.56
12-31-97      Contract Fee                     (1.00)      10.82516357      (0.092)     99.819     1,080.56
12-31-97      Surrender Charge                (35.00)      10.82516357      (3.233)     96.586     1,045.56
Cumulative Total Returns without/with chgs.                      8.25% A                              4.56% C
Avg. Annual Total Returns without/with chgs.                     4.87% B                              2.71% D

                                         Templeton Pacific Growth
1-27-92       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-27-93       Contract Fee                     (1.00)       9.92851087      (0.101)     99.899       991.85
1-27-94       Contract Fee                     (1.00)      14.10178760      (0.071)     99.828     1,407.76
1-27-95       Contract Fee                     (1.00)      11.94769270      (0.084)     99.745     1,191.72
1-27-96       Contract Fee                     (1.00)      14.49670523      (0.069)     99.676     1,444.97
1-27-97       Contract Fee                     (1.00)      14.65338680      (0.068)     99.607     1,459.59
12-31-97      Value before Surr Chg                         9.43102016        0.000     99.607       939.40
12-31-97      Contract Fee                     (1.00)       9.43102016      (0.106)     99.501       938.40
12-31-97      Surrender Charge                   0.00       9.43102016        0.000     99.501       938.40
Cumulative Total Returns without/with chgs.                     -5.69% A                             -6.16% C
Avg. Annual Total Returns without/with chgs.                    -0.98% B                             -1.07% D

                                        U.S. Government Securities
3-14-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
3-14-90       Contract Fee                     (1.00)      10.30827187      (0.097)     99.903     1,029.83
3-14-91       Contract Fee                     (1.00)      11.46249369      (0.087)     99.816     1,144.14
3-14-92       Contract Fee                     (1.00)      12.40064739      (0.081)     99.735     1,236.78
3-14-93       Contract Fee                     (1.00)      14.10187466      (0.071)     99.664     1,405.45
3-14-94       Contract Fee                     (1.00)      14.26756989      (0.070)     99.594     1,420.97
3-14-95       Contract Fee                     (1.00)      14.67370156      (0.068)     99.526     1,460.41
3-14-96       Contract Fee                     (1.00)      15.92525376      (0.063)     99.463     1,583.98
3-14-97       Contract Fee                     (1.00)      16.72689010      (0.060)     99.403     1,662.71
12-31-97      Value before Surr Chg                        17.94721856        0.000     99.403     1,784.01
12-31-97      Contract Fee                     (1.00)      17.94721856      (0.056)     99.348     1,783.01
12-31-97      Surrender Charge                   0.00      17.94721856        0.000     99.348     1,783.01
Cumulative Total Returns without/with chgs.                     79.47% A                             78.30% C
Avg. Annual Total Returns without/with chgs.                     6.87% B                              6.79% D

                                              Utility Equity
1-24-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
1-24-90       Contract Fee                     (1.00)      11.48396786      (0.087)     99.913     1,147.40
1-24-91       Contract Fee                     (1.00)      11.97256112      (0.084)     99.829     1,195.21
1-24-92       Contract Fee                     (1.00)      14.23979461      (0.070)     99.759     1,420.55
1-24-93       Contract Fee                     (1.00)      15.97559846      (0.063)     99.697     1,592.71
1-24-94       Contract Fee                     (1.00)      16.50535338      (0.061)     99.636     1,644.53
1-24-95       Contract Fee                     (1.00)      15.57082971      (0.064)     99.572     1,550.42
1-24-96       Contract Fee                     (1.00)      19.81799066      (0.050)     99.521     1,972.31
1-24-97       Contract Fee                     (1.00)      20.96455989      (0.048)     99.474     2,085.42
12-31-97      Value before Surr Chg                        25.81831690        0.000     99.474     2,568.24
12-31-97      Contract Fee                     (1.00)      25.81831690      (0.039)     99.435     2,567.24
12-31-97      Surrender Charge                   0.00      25.81831690        0.000     99.435     2,567.24
Cumulative Total Returns without/with chgs.                    158.18% A                            156.72% C
Avg. Annual Total Returns without/with chgs.                    11.19% B                             11.12% D

                                            Zero Coupon - 2000
3-14-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
3-14-90       Contract Fee                     (1.00)      10.38718687      (0.096)     99.904     1,037.72
3-14-91       Contract Fee                     (1.00)      11.51435997      (0.087)     99.817     1,149.33
3-14-92       Contract Fee                     (1.00)      12.66478418      (0.079)     99.738     1,263.16
3-14-93       Contract Fee                     (1.00)      15.54092694      (0.064)     99.674     1,549.02
3-14-94       Contract Fee                     (1.00)      16.04445243      (0.062)     99.611     1,598.21
3-14-95       Contract Fee                     (1.00)      16.25253463      (0.062)     99.550     1,617.94
3-14-96       Contract Fee                     (1.00)      17.85770371      (0.056)     99.494     1,776.73
3-14-97       Contract Fee                     (1.00)      18.44735099      (0.054)     99.440     1,834.40
12-31-97      Value before Surr Chg                        19.51237855        0.000     99.440     1,940.30
12-31-97      Contract Fee                     (1.00)      19.51237855      (0.051)     99.388     1,939.30
12-31-97      Surrender Charge                   0.00      19.51237855        0.000     99.388     1,939.30
Cumulative Total Returns without/with chgs.                     95.12% A                             93.93% C
Avg. Annual Total Returns without/with chgs.                     7.89% B                              7.81% D

                                            Zero Coupon - 2005
3-14-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
3-14-90       Contract Fee                     (1.00)      10.39705125      (0.096)     99.904     1,038.71
3-14-91       Contract Fee                     (1.00)      11.55409702      (0.087)     99.817     1,153.30
3-14-92       Contract Fee                     (1.00)      12.66096149      (0.079)     99.738     1,262.78
3-14-93       Contract Fee                     (1.00)      16.42515250      (0.061)     99.677     1,637.22
3-14-94       Contract Fee                     (1.00)      16.93608169      (0.059)     99.618     1,687.14
3-14-95       Contract Fee                     (1.00)      17.21684038      (0.058)     99.560     1,714.11
3-14-96       Contract Fee                     (1.00)      19.49696512      (0.051)     99.509     1,940.12
3-14-97       Contract Fee                     (1.00)      20.18399547      (0.050)     99.459     2,007.49
12-31-97      Value before Surr Chg                        22.53212008        0.000     99.459     2,241.03
12-31-97      Contract Fee                     (1.00)      22.53212008      (0.044)     99.415     2,240.03
12-31-97      Surrender Charge                   0.00      22.53212008        0.000     99.415     2,240.03
Cumulative Total Returns without/with chgs.                    125.32% A                            124.00% C
Avg. Annual Total Returns without/with chgs.                     9.66% B                              9.59% D

                                            Zero Coupon - 2010
3-14-89       Purchase                      $1,000.00     $10.00000000      100.000    100.000    $1,000.00
3-14-90       Contract Fee                     (1.00)      10.26881437      (0.097)     99.903     1,025.88
3-14-91       Contract Fee                     (1.00)      11.36823998      (0.088)     99.815     1,134.72
3-14-92       Contract Fee                     (1.00)      12.29280886      (0.081)     99.733     1,226.00
3-14-93       Contract Fee                     (1.00)      16.18583635      (0.062)     99.672     1,613.27
3-14-94       Contract Fee                     (1.00)      16.90519720      (0.059)     99.612     1,683.97
3-14-95       Contract Fee                     (1.00)      17.12909328      (0.058)     99.554     1,705.27
3-14-96       Contract Fee                     (1.00)      19.99802778      (0.050)     99.504     1,989.88
3-14-97       Contract Fee                     (1.00)      20.76400623      (0.048)     99.456     2,065.10
12-31-97      Value before Surr Chg                        24.73976107        0.000     99.456     2,460.51
12-31-97      Contract Fee                     (1.00)      24.73976107      (0.040)     99.415     2,459.51
12-31-97      Surrender Charge                   0.00      24.73976107        0.000     99.415     2,459.51
Cumulative Total Returns without/with chgs.                    147.40% A                            145.95% C
Avg. Annual Total Returns without/with chgs.                    10.83% B                             10.76% 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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