ALLIANZ LIFE VARIABLE ACCOUNT B
485BPOS, 1998-04-30
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                                                            File Nos. 33-76190
                                                                     811-05618
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   ( )
          Pre-Effective Amendment No.                                     ( )
          Post-Effective Amendment No.    7                               (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
          Amendment No.    37                                             (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 Immediate 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 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 Ad-
                                                           ditional Information
</TABLE>





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

<CAPTION>

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

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

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

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

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

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

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

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

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

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

                                     PART C

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



<PAGE>

   
                                     PROFILE



PROFILE OF THE
FRANKLIN TEMPLETON
VALUEMARK INCOME
PLUS IMMEDIATE
VARIABLE ANNUITY
CONTRACT

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA
    


MAY 1, 1998

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


1. THE IMMEDIATE VARIABLE
ANNUITY CONTRACT

   
The immediate  variable annuity contract with a fixed payment annuity (Contract)
offered by Allianz Life Insurance  Company of North America  (Allianz Life) is a
contract  between you, the owner,  and Allianz Life, an insurance  company.  The
Contract  provides  for income to you and another  person,  if elected,  under a
payment plan you select.

The Contract has variable or fixed payment options. The variable options offer a
choice of 17  portfolios  of  Franklin  Valuemark  Funds,  which are  managed by
Franklin  Advisers,  Inc. and its Templeton and Franklin  affiliates.  A list of
available  portfolios is contained in Section 4. Depending on market conditions,
your variable option payments may go up or down, and you may make or lose money,
based on the investment  performance  of the  portfolios you choose.  No minimum
payment is guaranteed  under a variable  payout  option.  Payments  based on the
portfolios  are  designed  to offer a better  return  than from a fixed  payment
annuity, however this is not guaranteed.  (Sometimes a portfolio may be referred
to as a contract sub-account in the prospectus and the Contract.)
    

The fixed payment  annuity offers fixed annuity  payments that are guaranteed by
Allianz  Life.  Any  portion of your  purchase  payment  allocated  to the fixed
payment  annuity will be  temporarily  allocated to the Money Market Fund on the
day we allocate your purchase payment and will be allocated to the fixed payment
annuity when you begin  receiving  annuity  payments  from your Contract (if you
choose a fixed payout).

Allianz Life reserves the right to limit the number of portfolios  which you may
invest in at any one time (except in Texas) now or in the future. Currently, you
can put your  money  in up to nine  portfolios  and the  fixed  payment  annuity
initially and may only be invested in a maximum of ten investment options at any
one time throughout the life of the Contract.  The requested  allocation to each
portfolio and the fixed payment  annuity must be made in whole  percentages  and
each must be at least 10%.

   
Under this Contract,  you are the owner and the annuitant.  You may name a joint
annuitant.  Unlike a deferred annuity contract,  there is no accumulation  phase
for this immediate annuity Contract.  You select an income date when you buy the
Contract  which must not be later than 60 days after we allocate  your  purchase
payment.
    


2. ANNUITY PAYMENTS

You can receive  annuity  payments  from your  Contract by selecting  one of the
following annuity options:

(1)  payments for your life;
(2)  payments for your life,  but if you die before  payments have been made for
     the  guaranteed  period  you  selected,   payments  will  continue  to  the
     beneficiary  for the  remainder  of the  guaranteed  period  (5, 10, 15, 20
     years);
(3)  payments  during the joint  lifetime of you and the joint  annuitant - when
     either of you die, payments will continue as long as the survivor lives;
(4)  payments during the joint lifetime of you and the joint  annuitant,  but if
     you and the joint  annuitant  die  before  payments  have been made for the
     guaranteed period you selected, payments will continue for the remainder of
     the guaranteed period (5, 10, 15 or 20 years);
(5)  payments  for your life and ending with the last  payment due prior to your
     death with a guarantee that at your death,  the beneficiary  will receive a
     single cash payment as set forth in the Contract; and
(6)  payments  for a  specified  period  of time (5 - 30  years)  with  payments
     continuing to the  beneficiary  for the remainder of the period  certain if
     you and any joint annuitant die before the end of the specified period.

Under certain circumstances,  if you selected annuity option 6, you can exchange
it for a life  contingent  payout (options 1-5).  Annuity  payments can be based
upon the available portfolios (variable payout) and/or the fixed payment annuity
(fixed payout) under all annuity options except annuity  payments under Option 6
which may only come from the portfolios (variable payout). If you choose to have
any part of your payments  based on the  performance  of the  portfolios  (i.e.,
variable payout),  the dollar amount of your annuity payments may go up or down,
depending on the investment performance of the portfolio(s) you choose.


3. PURCHASE

You can buy the  Contract  with  $35,000 or more under most  circumstances.  You
cannot add to your Contract (i.e., it is a single  purchase  payment  contract).
Contact your registered representative to help you fill out the proper forms.


4. INVESTMENT OPTIONS

You may invest in the  Allianz  Life fixed  payment  annuity  and the  following
portfolios of Franklin Valuemark Funds:

PORTFOLIO SEEKING STABILITY
OF PRINCIPAL AND INCOME
Money Market Fund

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

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

The  portfolios  are fully  described  in the attached  prospectus  for Franklin
Valuemark Funds.  Your income will fluctuate up or down based on the portfolios'
performance;  no minimum dollar payment is guaranteed. IN CALIFORNIA,  THE VALUE
SECURITIES  FUND IS NOT AVAILABLE  UNTIL  APPROVED BY THE  CALIFORNIA  INSURANCE
DEPARTMENT. CHECK WITH YOUR REGISTERED REPRESENTATIVE REGARDING AVAILABILITY.


5. EXPENSES

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

   
The annual  insurance  charges  consist of the Mortality and Expense Risk Charge
and the Administrative  Expense Charge which together total 1.40% of the average
daily value of your Contract allocated to the portfolios.  If you choose Annuity
Options 2 or 4 and make a liquidation,  a commutation fee of 5% in Contract year
2,  reducing by 1% each year until it is 1% for Contract  year 6 and  thereafter
will apply. If you choose Annuity Option 6 and make a liquidation, a commutation
fee of 5% in Contract years 1 and 2, reducing by 1% each year until it is 1% for
Contract  year 6 and  thereafter  will apply.  There are also  annual  portfolio
operating expenses, which vary depending upon the portfolios you select and from
year to year. In 1997,  these expenses  ranged from .49% to 1.42% of the average
daily value of the portfolios.

Allianz Life may assess a state  premium tax charge which ranges from 0% to 3.5%
of your purchase payment (depending upon the state).
    

<TABLE>
<CAPTION>

   
We have provided the following  chart to help you  understand  the expenses in your  Contract.  The
column "Total Annual  Expenses"  shows the 1.40% insurance  charges and the total annual  portfolio
expenses for 1997 for each  portfolio.  The next two columns show you two examples of the expenses,
in dollars,  you would pay under a Contract.  The  examples  assume that you  invested  $1,000 in a
Contract  which earns 5% annually and that you liquidate all your money:  (1) at the end of year 1,
and (2) at the end of year 10. The examples  assume that you selected  Annuity Option 6 and chose a
15 year Specified Period Certain and a 5% assumed  investment  return. For year 1, the Total Annual
Expenses are assessed as well as the commutation  fee. For year 10, the example shows the aggregate
of all the annual expenses  assessed for the 10 years, but there is no commutation fee. The premium
tax is assumed to be 0% in both examples. THE EXAMPLES ARE PURELY HYPOTHETICAL.  THEY SHOULD NOT BE
CONSIDERED A REPRESENTATION  OF PAST OR FUTURE  EXPENSES.  ACTUAL EXPENSES MAY BE MORE OR LESS THAN
THOSE SHOWN.


                                                                                     EXAMPLES:

                                                   1997
                                     TOTAL         TOTAL                        TOTAL ANNUUAL
                                     ANNUAL        ANNUAL        TOTAL        EXPENSES AT END OF
                                     INSURANCE     PORTFOLIO     ANNUAL        (1)           (2)
PORTFOLIO                            CHARGES       EXPENSES      EXPENSES     1 YEAR      10 YEARS
- --------------------------------------------------------------------------------------------------
<C>                                  <S>           <S>           <S>          <S>         <S>
Capital Growth                       1.40%          .77%          2.17%         $67         $140
- --------------------------------------------------------------------------------------------------
Global Utilities Securities          1.40%          .50%          1.90%         $64         $124
- --------------------------------------------------------------------------------------------------
Growth and Income                    1.40%          .49%          1.89%         $64         $124
- --------------------------------------------------------------------------------------------------
Income Securities                    1.40%          .50%          1.90%         $64         $124
- --------------------------------------------------------------------------------------------------
Money Market                         1.40%          .53%          1.93%         $65         $126
- --------------------------------------------------------------------------------------------------
Mutual Discovery Securities          1.40%         1.06%          2.46%         $69         $156
- --------------------------------------------------------------------------------------------------
Mutual Shares Securities             1.40%          .80%          2.20%         $67         $141
- --------------------------------------------------------------------------------------------------
Real Estate Securities               1.40%          .54%          1.94%         $65         $126
- --------------------------------------------------------------------------------------------------
Rising Dividends                     1.40%          .74%          2.14%         $66         $138
- --------------------------------------------------------------------------------------------------
Small Cap                            1.40%          .77%          2.17%         $67         $140
- --------------------------------------------------------------------------------------------------
Templeton Developing Markets Equity  1.40%         1.42%          2.82%         $72         $176
- --------------------------------------------------------------------------------------------------
Templeton Global Asset Allocation    1.40%          .94%          2.34%         $68         $149
- --------------------------------------------------------------------------------------------------
Templeton Global Growth              1.40%          .88%          2.28%         $68         $146
- --------------------------------------------------------------------------------------------------
Templeton International Equity       1.40%          .89%          2.29%         $68         $146
- --------------------------------------------------------------------------------------------------
Templeton International Smaller
Companies                            1.40%         1.06%          2.46%         $69         $156
- --------------------------------------------------------------------------------------------------
Templeton Pacific Growth             1.40%         1.03%          2.43%         $69         $154
- --------------------------------------------------------------------------------------------------
Value Securities                     1.40%          .81%          2.21%         $67         $142
- --------------------------------------------------------------------------------------------------

The expenses for the Value Securities Fund, a newly formed portfolio, have been estimated. For more
detailed information, see the Fee Table in the prospectus for the Contract.
    
</TABLE>

6. TAXES

   
Annuity  payments will be treated for federal tax purposes as partly a return of
your ori-ginal  investment.  That part of each payment is not taxable as income.
If the Contract is tax-qualified, the entire payment may be taxable. If you make
a partial  liquidation,  the earnings come out first and are taxed as income. If
you are younger than 591/2 when you make a liquidation, you may be charged a 10%
federal tax penalty on the taxable  amount  withdrawn.  Contract  owners  should
consult their own tax counsel or other tax adviser regarding any liquidations.
    


7. ACCESS TO YOUR MONEY

   
The Contract is generally irrevocable; that is, you can't "cash out." That's why
you should have other money set aside for  non-routine  expenses.  Under certain
circumstances,  however, you may make one liquidation  (withdrawal) per Contract
year once you begin receiving  annuity  payments if you selected annuity options
2, 4 or 6. The amount that you may  liquidate is set forth in your  Contract and
is described in the prospectus for the Contract.  There may be a commutation fee
assessed  on  liquidations;  there may be  adverse  tax  consequences,  and your
annuity  payments  will be lower than they would have been  without  the partial
liquidation  (during  the  period  certain).  You may not make any  liquidations
before your income date.
    


8. PERFORMANCE OF
THE PORTFOLIOS
<TABLE>
<CAPTION>

The income you receive will vary up or down  depending  upon the  performance of the portfolios you
choose.  The  following  chart  shows  total  returns for the  portfolios  for the  periods  shown.
Performance is not shown for the Value Securities Fund because it was first offered for sale on May
1, 1998. These numbers reflect the insurance charges and the operating  expenses of the portfolios.
Past performance is not a guarantee of future results.

                                                                      CALENDAR YEAR


PORTFOLIO                            1997       1996       1995       1994      1993       1992      1991      1990
<C>                                 <S>        <S>       <S>       <S>         <S>        <S>       <S>       <S>
   
Capital Growth                      16.66%     12.54%        NA         NA         NA         NA        NA         NA
- ----------------------------------------------------------------------------------------------------------------------
Global Utilities Securities         25.00%      5.57%    29.53%    -12.79%      9.00%      7.20%    22.87%      0.44%
- ----------------------------------------------------------------------------------------------------------------------
Growth and Income                   25.97%     12.59%    30.99%     -3.38%      8.77%      5.22%    21.09%     -3.70%
- ----------------------------------------------------------------------------------------------------------------------
Income Securities                   15.46%      9.72%    20.70%     -7.57%     16.96%     11.65%    37.98%     -8.73%
- ----------------------------------------------------------------------------------------------------------------------
Money Market                         3.78%      3.69%     4.29%      2.39%      1.12%      1.62%     4.02%      6.12%
- ----------------------------------------------------------------------------------------------------------------------
Mutual Discovery Securities         17.71%      1.80%        NA         NA         NA         NA        NA         NA
- ----------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities            16.10%      3.30%        NA         NA         NA         NA        NA         NA
- ----------------------------------------------------------------------------------------------------------------------
Real Estate Securities              19.02%     30.96%    15.90%      1.46%     17.36%     10.53%    31.65%    -13.20%
- ----------------------------------------------------------------------------------------------------------------------
Rising Dividends                    31.18%     22.44%    27.94%     -5.41%     -4.80%      8.48%        NA         NA
- ----------------------------------------------------------------------------------------------------------------------
Small Cap                           15.79%     27.26%     1.46%         NA         NA         NA        NA         NA
- ----------------------------------------------------------------------------------------------------------------------
Templeton Developing
Markets Equity                      -9.99%     19.89%     1.35%     -5.46%         NA         NA        NA         NA
- ----------------------------------------------------------------------------------------------------------------------
Templeton Global
Asset Allocation                    10.16%     18.16%     5.91%         NA         NA         NA        NA         NA
- ----------------------------------------------------------------------------------------------------------------------
Templeton Global Growth             11.92%     19.58%    11.16%      2.01%         NA         NA        NA         NA
- ----------------------------------------------------------------------------------------------------------------------
Templeton
International Equity                10.14%     21.25%     9.06%     -0.53%     26.79%     -3.58%        NA         NA
- ----------------------------------------------------------------------------------------------------------------------
Templeton International
Smaller Companies                   -2.87%     11.45%        NA         NA        NA          NA        NA         NA
- ----------------------------------------------------------------------------------------------------------------------
Templeton Pacific Growth           -36.84%      9.55%     6.47%    -10.06%     45.82%     -2.39%        NA         NA
- ----------------------------------------------------------------------------------------------------------------------
    

</TABLE>

9. DEATH BENEFIT

If you die before the income date and there is no joint annuitant,  the Contract
will be treated as if it had never been issued and we will return your  purchase
payment to your estate.  If you have chosen an option with a joint annuitant and
either you or the joint  annuitant  dies  before the income  date,  the  annuity
option will be changed to option 2 (with 120 monthly  payments  guaranteed or 60
monthly  payments  guaranteed if the survivor's life expectancy is less than 120
months).


10. OTHER INFORMATION

FREE LOOK.  If you cancel the  Contract  within 10 days after  receiving  it (or
whatever  period is required in your  state),  you will  receive  whatever  your
Contract is worth on the day we receive your request,  less any benefits paid in
states where permitted (this may be more or less than your original payment). In
certain  states  or if you have  purchased  the  Contract  as an IRA,  we may be
required  to give you back your  purchase  payment if you decide to cancel  your
Contract  within 10 days after  receiving it (or whatever  period is required in
your state).

   
PURCHASING  CONSIDERATIONS.  The immediate variable annuity contract is designed
for people  seeking a medium to long-term  periodic  payment plan.  Many options
provide for payments  guaranteed  for as long as you live. We recommend that you
do not buy this  Contract  if you cannot  accept  the risk of getting  back less
money  than you put in.  Since  certain  payment  options  do not  permit you to
liquidate  (withdraw)  money,  and all options limit payments to your heirs,  we
generally recommend you have other money set aside for non-routine  expenses and
bequests.
    


11. INQUIRIES

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


            VIP Service Center
            P.O. Box 30343
            Tampa, Florida 33630-3343
            (800) 774-5001

<PAGE>




                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

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


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

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

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

The Contracts  are acquired by the payment of a single  purchase  payment.  Some
states assess premium taxes (see "Charges and Deductions - Premium Taxes").  The
Single Purchase  Payment less the premium tax is referred to as the Net Purchase
Payment.  The Single  Purchase  Payment for the Contracts will be allocated to a
segregated investment account of Allianz Life Insurance Company of North America
(the "Company") which account has been designated  Allianz Life Variable Account
B (the  "Variable  Account") or to the  Company's  Fixed  Payment  Annuity.  Any
portion  of the Net  Purchase  Payment  selected  to be  allocated  to the Fixed
Payment Annuity will temporarily be allocated to the Money Market Sub-Account on
the  Effective  Date and will be allocated to the Fixed  Payment  Annuity on the
Annuity Calculation Date.

   
The  Variable  Account  invests  in  shares of  Franklin  Valuemark  Funds  (the
"Trust"). The Trust is a series fund with twenty-five  Portfolios,  seventeen of
which are  currently  available in connection  with the Contracts  offered under
this Prospectus:  the Capital Growth Fund, the Global Utilities Securities Fund,
the Growth and Income Fund, the Income  Securities  Fund, the Money Market Fund,
the Mutual  Discovery  Securities  Fund, the Mutual Shares  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 International Equity Fund,
the Templeton International Smaller Companies Fund, the Templeton Pacific Growth
Fund, and the Value  Securities Fund. Prior to May 1, 1998, the Global Utilities
Securities  Fund was known as the Utility Equity Fund. IN CALIFORNIA,  THE VALUE
SECURITIES  FUND IS NOT AVAILABLE  UNTIL  APPROVED BY THE  CALIFORNIA  INSURANCE
DEPARTMENT.  (CHECK WITH YOUR REGISTERED REPRESENTATIVE REGARDING AVAILABILITY).
See  "Federal Tax Status" for a discussion  of owner  control of the  underlying
investments in a variable annuity contract.

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

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

   
This  Prospectus  concisely  sets forth the  information a prospective  investor
should know before  investing.  Additional  information  about the  Contracts is
contained in the "Statement of Additional Information," (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
VIP Service Center address shown above.
    

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

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

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

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

   
This  Prospectus and the 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 Templeton Valuemark R Income
Plus" refer to "Valuemark Income Plus."

TABLE OF CONTENTS                                  PAGE
DEFINITIONS ......................................    3

       

FEE TABLE ........................................    4
CONDENSED FINANCIAL
 INFORMATION .....................................    7
THE COMPANY ......................................    9
THE VARIABLE ACCOUNT .............................    9
FRANKLIN VALUEMARK FUNDS .........................    9
 General .........................................   10
 Substitution of Securities ......................   10
 Voting Privileges ...............................   10
CHARGES AND DEDUCTIONS ...........................   10
 Deduction for Mortality and
  Expense Risk Charge ............................   10
 Deduction for Administrative
  Expense Charge .................................   11
 Deduction for Premium Taxes .....................   11
 Deduction for Income Taxes ......................   11
 Deduction for Trust Expenses ....................   11
ANNUITY PROVISIONS ...............................   11
 Income Date .....................................   11
 Annuity Options .................................   11
   
 Contract Liquidations
 (Withdrawals) ...................................   12
    
 Determination of Variable
  Annuity Payments ...............................   13
 Determination of Fixed
  Annuity Payments ...............................   14
THE CONTRACTS ....................................   14
 Ownership .......................................   14
 Assignment ......................................   15
 Beneficiary .....................................   15
 Change of Beneficiary ...........................   15
 Death of Beneficiary ............................   15
 Annuitant .......................................   15
PROCEEDS PAYABLE AT DEATH ........................   15
PURCHASE PAYMENTS AND
 CONTRACT VALUE ..................................   15
 Single Purchase Payment .........................   15
 Net Purchase Payment ............................   15
 Allocation of Net Purchase
 Payment .........................................   15
 Contract Value ..................................   16
 VIP Unit ........................................   16
 Transfers .......................................   16
DISTRIBUTOR ......................................   17
 Delay of Payments ...............................   17
ADMINISTRATION OF THE CONTRACTS ..................   17
PERFORMANCE DATA .................................   18
 Money Market Sub-Account ........................   18
 Other Contract Sub-Accounts .....................   18
 Performance Ranking .............................   18
   
FEDERAL TAX STATUS ................................  19
    
 General .........................................   19
 Diversification .................................   19
 Multiple Contracts ..............................   20
 Tax Treatment of Distributions -
 Non-Qualified Contracts .........................   20
 Qualified Plans .................................   21
 Tax Treatment of Distributions -
 IRA Contracts ...................................   21
 Tax Treatment of Assignments ....................   22
 Income Tax Withholding ..........................   22
FINANCIAL STATEMENTS .............................   22
LEGAL PROCEEDINGS ................................   22
APPENDIX - ILLUSTRATION
 OF VALUES .......................................   22
TABLE OF CONTENTS
 OF THE STATEMENT OF
 ADDITIONAL INFORMATION ..........................   30


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

Age - Age to the nearest month unless otherwise specified.

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

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

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

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

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

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

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

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

Contract 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 prior to the Annuity
Calculation Date of all amounts accumulated under the Contract.

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

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

   
Fixed Payment Annuity (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 .
    

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

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

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

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

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

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

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

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

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

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

       

<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT B FEE TABLE
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION FEES
NONE
VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

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

   
The effects of the charges  shown above are  reflected in the  illustrations  of
annuity  income  contained  in the  Appendix on Page 20. The  illustrations  are
intended to assist the  purchaser in assessing  the effects of these charges and
the effect of investment performance on the amount of variable annuity income.
    

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

The  Management  and 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 by each Portfolio for the
1997 calendar year except for 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. Actual expenses may be higher or lower than those shown.


                                                                                     MANAGEMENT                  TOTAL
                                                                                    AND PORTFOLIO      OTHER    ANNUAL
                                                                                ADMINISTRATION FEES1 EXPENSES  EXPENSES
- ---------------------------------------------------------------------------------------------------------------------------
<C>                                                                               <S>                 <S>      <S>
Capital Growth Fund ...........................................................         .75%           .02%       .77%
Global Utilities Securities Fund2 .............................................         .47%           .03%       .50%
Growth and Income Fund ........................................................         .47%           .02%       .49%
Income Securities Fund ........................................................         .47%           .03%       .50%
Money Market Fund3 ............................................................         .51%           .02%       .53%
Mutual Discovery Securities Fund ..............................................         .80%           .26%      1.06%
Mutual Shares Securities Fund .................................................         .60%           .20%       .80%
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 International Equity Fund ...........................................         .80%           .09%       .89%
Templeton International Smaller Companies Fund ................................         .85%           .21%      1.06%
Templeton Pacific Growth Fund .................................................         .92%           .11%      1.03%
Value Securities Fund4 ........................................................         .75%           .06%       .81%
<FN>
1The Portfolio Administration Fee is a direct expense for 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.

2Prior to May 1, 1998, the Global Utilities Securities Fund was known as the Utility Equity Fund.

3Franklin 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.

4The Value  Securities  Fund  commenced  operations  May 1, 1998.  The expenses  shown above for this Portfolio is therefore
estimated for 1998.
</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
examples  assume a $1,000  investment  with annual  payments  based on a 15 year Specified  Period Certain  Annuity under
Annuity Option 6 and 5% Assumed Investment Return. For additional Information,  see "Charges and Deductions" and "Annuity
Provisions" in this prospectus and "Management" in the Trust Prospectus.

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

EXAMPLES

If the  contract  is fully  surrendered  under  Annuity  Option 6 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, including
any applicable commutation fee, assuming a 5% annual return on assets compounded annually:

                                                                                   1 YEAR    3 YEARS   5 YEARS  10 YEARS
                                                                                   -------------------------------------
<C>                                                                                <S>       <S>       <S>      <S>
Capital Growth Fund ...........................................................      $67       $ 88     $ 99      $140
Global Utilities Securities Fund ..............................................      $64       $ 81     $ 89      $124
Growth and Income Fund ........................................................      $64       $ 81     $ 89      $124
Income Securities Fund ........................................................      $64       $ 81     $ 89      $124
Money Market Fund .............................................................      $65       $ 82     $ 90      $126
Mutual Discovery Securities Fund ..............................................      $69       $ 95     $110      $156
Mutual Shares Securities Fund .................................................      $67       $ 89     $100      $141
Real Estate Securities Fund ...................................................      $65       $ 82     $ 91      $126
Rising Dividends Fund .........................................................      $66       $ 87     $ 98      $138
Small Cap Fund ................................................................      $67       $ 88     $ 99      $140
Templeton Developing Markets Equity Fund ......................................      $72       $103     $123      $176
Templeton Global Asset Allocation Fund ........................................      $68       $ 92     $105      $149
Templeton Global Growth Fund ..................................................      $68       $ 90     $103      $146
Templeton International Equity Fund ...........................................      $68       $ 91     $104      $146
Templeton International Smaller Companies Fund ................................      $69       $ 95     $110      $156
Templeton Pacific Growth Fund .................................................      $69       $ 94     $109      $154
Value Securities Fund*.........................................................      $67       $ 89     $101      $142
<FN>
*Estimated
</FN>
</TABLE>
    

<PAGE>

<TABLE>
<CAPTION>
   
If the  contract  is not  surrendered  under  Annuity  Option 6 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
                                                                                   -------------------------------------
<C>                                                                                <S>       <S>       <S>      <S>
Capital Growth Fund ...........................................................      $20        $56     $ 86      $136
Global Utilities Securities Fund ..............................................      $18        $49     $ 76      $121
Growth and Income Fund ........................................................      $17        $49     $ 75      $120
Income Securities Fund ........................................................      $18        $49     $ 76      $121
Money Market Fund .............................................................      $18        $50     $ 77      $122
Mutual Discovery Securities Fund ..............................................      $23        $63     $ 97      $153
Mutual Shares Securities Fund .................................................      $20        $56     $ 87      $138
Real Estate Securities Fund ...................................................      $18        $50     $ 77      $123
Rising Dividends Fund .........................................................      $20        $55     $ 85      $135
Small Cap Fund ................................................................      $20        $56     $ 86      $136
Templeton Developing Markets Equity Fund ......................................      $26        $72     $110      $173
Templeton Global Asset Allocation Fund ........................................      $22        $60     $ 92      $146
Templeton Global Growth Fund ..................................................      $21        $58     $ 90      $143
Templeton International Equity Fund ...........................................      $21        $59     $ 90      $143
Templeton International Smaller Companies Fund ................................      $23        $63     $ 97      $153
Templeton Pacific Growth Fund .................................................      $22        $62     $ 96      $151
Value Securities Fund*.........................................................      $20        $57     $ 87      $139
<FN>
*Estimated
</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)

CONTRACT SUB-ACCOUNTS:                         GLOBAL                                 MUTUAL      MUTUAL
                                     CAPITAL  UTILITIES  GROWTH AND  INCOME    MONEY  DISCOVERY    SHARES   REAL ESTATE  RISING
                                     GROWTH   SECURITIES*  INCOME  SECURITIES  MARKET SECURITIES SECURITIES  SECURITIES DIVIDENDS
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>      <C>        <C>       <C>         <C>     <C>       <C>        <C>         <C>
   
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period..  $11.254   $20.654    $19.490   $21.708    $13.359  $10.180   $10.330    $23.668    $15.303
Unit value at end of period .......  $13.130   $25.818    $24.551   $25.065    $13.865  $11.983   $11.993    $28.169    $20.074
Number of units outstanding
 at end of period .................    5,673    39,623     46,962    49,812     20,982    9,940    18,744     13,445     33,250
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period..  $10.000** $19.565    $17.310   $19.785    $12.883  $10.000** $10.000**  $18.073    $12.498
Unit value at end of period .......  $11.254   $20.654    $19.490   $21.708    $13.359  $10.180   $10.330    $23.668    $15.303
Number of units outstanding
 at end of period .................    3,722    53,086     50,027    57,504     28,060    1,471     2,613     12,757     35,569
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period..       NA   $15.104    $13.215   $16.392    $12.354       NA        NA    $15.594     $9.769
Unit value at end of period .......       NA   $19.565    $17.310   $19.785    $12.883       NA        NA    $18.073    $12.498
Number of units outstanding
 at end of period .................       NA    66,669     46,893    59,309     31,040       NA        NA     10,998     33,789
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period..       NA   $17.319    $13.677   $17.734    $12.066       NA        NA    $15.369    $10.327
Unit value at end of period .......       NA   $15.104    $13.215   $16.392    $12.354       NA        NA    $15.594     $9.769
Number of units outstanding
 at end of period .................       NA    70,082     35,695    56,569     39,437       NA        NA     11,645     28,778
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period..       NA   $15.889    $12.574   $15.163    $11.932       NA        NA    $13.095    $10.848
Unit value at end of period .......       NA   $17.319    $13.677   $17.734    $12.066       NA        NA    $15.369    $10.327
Number of units outstanding
 at end of period .................       NA    84,217     24,719    38,967     10,247       NA        NA      5,589     26,256
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period..       NA   $14.821    $11.949   $13.580    $11.742       NA        NA    $11.848    $10.000**
Unit value at end of period .......       NA   $15.889    $12.574   $15.163    $11.932       NA        NA    $13.095    $10.848
Number of units outstanding 
 at end of period .................       NA    39,387     17,144    11,397      6,951       NA        NA      1,052      8,388
YEAR ENDED DEC. 31, 1991
Unit value at beginning of period..       NA   $12.062    $ 9.803    $9.842    $11.288       NA        NA    $ 9.000         NA
Unit value at end of period .......       NA   $14.821    $11.949   $13.580    $11.742       NA        NA    $11.848         NA
Number of units outstanding
 at end of period .................       NA    16,188      9,671     4,472      5,682       NA        NA        394         NA
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period..       NA   $12.010    $10.180   $10.783    $10.637       NA        NA    $10.368         NA
Unit value at end of period .......       NA   $12.062     $9.803    $9.842    $11.288       NA        NA    $ 9.000         NA
Number of units outstanding
 at end of period .................       NA     6,300      5,356     3,011      5,768       NA        NA        200         NA
PERIOD FROM INCEPTION**
 TO DEC. 31, 1989
Unit value at beginning of period..       NA   $10.000    $10.000   $10.000    $10.000       NA        NA    $10.000         NA
Unit value at end of period .......       NA   $12.010    $10.180   $10.783    $10.637       NA        NA    $10.368         NA
Number of units outstanding
 at end of period .................       NA     1,173      1,662     1,508      1,199       NA        NA         57         NA
</TABLE>
    
<PAGE>

<TABLE>
<CAPTION>
   
(NUMBER OF UNITS IN THOUSANDS)
                                               TEMPLETON      TEMPLETON  TEMPLETON TEMPLETON     TEMPLETON   TEMPLETON
                                       SMALL   DEVELOPING   GLOBAL ASSET  GLOBAL INTERNATIONAL INTERNATIONAL  PACIFIC   VALUE
CONTRACT SUB-ACCOUNTS:                  CAP  MARKETS EQUITY  ALLOCATION   GROWTH    EQUITY      SMALLER COS   GROWTH  SECURITIES+
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>      <C>         <C>          <C>       <C>         <C>           <C>       <C>
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period ...... $12.913   $11.487     $12.514     $13.560   $16.081      $11.145      $14.932        NA
Unit value at end of period ............ $14.952   $10.340     $13.786     $15.176   $17.711      $10.825      $ 9.431        NA
Number of units outstanding
 at end of period ......................  16,924    23,007       5,229      41,432    58,179        1,998       15,833        NA
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period ...... $10.146   $ 9.582     $10.591     $11.339   $13.263      $10.000**    $13.630        NA
Unit value at end of period ............ $12.913   $11.487     $12.514     $13.560   $16.081      $11.145      $14.932        NA
Number of units outstanding
 at end of period ......................  12,784    22,423       4,104      40,327    64,375        1,388       22,061        NA
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period ...... $10.000** $ 9.454     $10.000**   $10.201   $12.161           NA      $12.802        NA
Unit value at end of period ............ $10.146   $ 9.582     $10.591     $11.339   $13.263           NA      $13.630        NA
Number of units outstanding
 at end of period ......................   1,302    15,618       1,338      28,309    59,883           NA       22,483        NA
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period ......      NA   $10.000**        NA     $10.000** $12.226           NA      $14.233        NA
Unit value at end of period ............      NA   $ 9.454          NA     $10.201   $12.161           NA      $12.802        NA
Number of units outstanding
 at end of period ......................      NA     9,774          NA      14,637    60,464           NA       27,231        NA
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period ......      NA        NA          NA          NA   $ 9.642           NA      $ 9.761        NA
Unit value at end of period ............      NA        NA          NA          NA   $12.226           NA      $14.233        NA
Number of units outstanding
 at end of period ......................      NA        NA          NA          NA    24,026           NA       14,240        NA
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period ......      NA        NA          NA          NA   $10.000**         NA      $10.000**      NA
Unit value at end of period ............      NA        NA          NA          NA   $ 9.642           NA      $ 9.761        NA
Number of units outstanding
 at end of period ......................      NA        NA          NA          NA     1,329           NA          534        NA
YEAR ENDED DEC. 31, 1991
Unit value at beginning of period ......      NA        NA          NA          NA        NA           NA           NA        NA
Unit value at end of period ............      NA        NA          NA          NA        NA           NA           NA        NA
Number of units outstanding
 at end of period ......................      NA        NA          NA          NA        NA           NA           NA        NA
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period ......      NA        NA          NA          NA        NA           NA           NA        NA
Unit value at end of period ............      NA        NA          NA          NA        NA           NA           NA        NA
Number of units outstanding
 at end of period ......................      NA        NA          NA          NA        NA           NA           NA        NA
PERIOD FROM INCEPTION**
TO DEC. 31, 1989
Unit value at beginning of period ......      NA        NA          NA          NA        NA           NA           NA        NA
Unit value at end of period ............      NA        NA          NA          NA        NA           NA           NA        NA
Number of units outstanding
 at end of period ......................      NA        NA          NA          NA        NA           NA           NA        NA
<FN>
+The Value Securities Sub-Account 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  inception  was  $10.00  for  each  Contract
Sub-Account.  Inception was 1/24/89 for the Global Utilities Securities,  Growth
and  Income,  Income  Securities,  Money  Market,  and  Real  Estate  Securities
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 Value Securities Sub-Account.
    


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

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

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

Administration for the Contract is provided at the Company's VIP Service Center:
P.O. Box 30343, Tampa, FL 33630-3343, (800) 774-5001.


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

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

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

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

The Variable  Account is divided into Contract  Sub-Accounts  with the assets of
each  Contract  Sub-Account  invested  in  one  of the  Portfolios  of  Franklin
Valuemark Funds.


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

   
Seventeen of the  twenty-five  Portfolios  currently  constituting  the Franklin
Valuemark Funds are available under the Contracts  described in this Prospectus.
IN CALIFORNIA,  THE VALUE SECURITIES FUND IS NOT AVAILABLE UNTIL APPROVED BY THE
CALIFORNIA  INSURANCE  DEPARTMENT.  (CHECK WITH YOUR  REGISTERED  REPRESENTATIVE
REGARDING  AVAILABILITY).  Franklin Valuemark Funds (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.
    

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

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.

<PAGE>

<TABLE>
<CAPTION>

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

                                             INVESTMENT
AVAILABLE PORTFOLIOS                          MANAGERS
- -------------------------------------------------------
    
<C>                                           <S>
PORTFOLIO SEEKING STABILITY
OF PRINCIPAL AND INCOME
Money Market Fund ...........................   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
Mutual Discovery Securities Fund ............   FMA
Small Cap Fund ..............................   FA
Templeton Developing
 Markets Equity Fund ........................   TAM
Templeton Global Growth Fund ................   TGA
Templeton International Equity Fund .........   FA
Templeton International
 Smaller Companies Fund .....................   TIC
Templeton Pacific Growth Fund ...............   FA
- -------------------------------------------------------
</TABLE>

GENERAL

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

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 Net Purchase Payment.")

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

DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE

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

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

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

DEDUCTION FOR ADMINISTRATIVE EXPENSE CHARGE

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

DEDUCTION FOR PREMIUM TAXES

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

DEDUCTION FOR INCOME TAXES

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

DEDUCTION FOR TRUST EXPENSES

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


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

INCOME DATE

   
The Income Date is the date on which annuity  payments begin. The Contract Owner
selects an Income  Date at the time of issue.  The Income Date must be the first
or  fifteenth  day of a  calendar  month  and not  later  than 60 days  from the
Effective Date.  Upon state  approval,  the Income Date may be no later than one
year from the date of the  Purchase  Payment and must be the first or  fifteenth
day of a calendar month.  (Check with your registered  representative  regarding
availability).
    

ANNUITY OPTIONS

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

The Annuity Options currently available are:

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

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

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

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

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

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

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

CONTRACT LIQUIDATIONS (WITHDRAWALS)

Annuity Options 2 and 4

If the Contract  Owner has selected  Annuity  Option 2 or 4 and has a portion of
the annuity  payments  coming from the Variable  Account,  partial  liquidations
(withdrawals)  from the  Contract may be made after the first  Contract  Year as
follows. During the lifetime of the Annuitant(s) and while the number of annuity
payments  made is less than the  guaranteed  number  of  payments  elected,  the
Contract Owner may once each Contract Year request a liquidation  representing a
partial  liquidation of the Total Liquidation Value. (Total Liquidation Value is
referred to as "Total  Withdrawal  Value" in your Contract and endorsement.) The
Total Liquidaton Value is equal to the present value of the remaining guaranteed
annuity  payments from the Variable  Account,  to the end of the period certain,
commuted at the Assumed  Investment  Return less a commutation  fee of 5% of the
amount  liquidated in Contract Year 2 and reducing by 1% per year until it is 1%
for Contract Year 6 and thereafter. The commutation fee is a charge collected by
the Company equal to a percentage  of the Total  Liquidation  Value  liquidated.
Partial  liquidations  will be processed on the next  Annuity  Calculation  Date
following the Contract Owner's written request. After a partial liquidation, the
subsequent   monthly  annuity  payment  during  the  guaranteed  period  certain
originating  from the Variable  Account will be reduced by the percentage of the
variable  portion  of the Total  Liquidation  Value  liquidated,  including  the
commutation  fee.  After the  guaranteed  number of payments has been paid,  the
number of  Annuity  Units  used in  calculating  the  monthly  payments  will be
restored to their  original  value as if no  liquidations  had taken place.  The
total amount  allowed to be liquidated  as a cumulative  percentage of the Total
Liquidation  Value is  guaranteed  to be not less than 25%.  Currently,  you may
liquidate up to 75% of the Total Liquidation  Value, which amount may be changed
by the  Company.  The minimum  allowable  partial  liquidation  is the lesser of
$2,500 or the remaining  portion of the Total  Liquidation Value available to be
liquidated. PARTIAL LIQUIDATIONS MAY NOT BE AVAILABLE IN ALL STATES.
    

Annuity Option 6

   
If the Contract Owner has selected Annuity Option 6, liquidations  (withdrawals)
from  the  Contract  may be made as  follows.  Currently,  Contract  Owners  are
permitted one liquidation per Contract Year up to the Total Liquidation Value in
the  Contract.  For  Contracts  issued  on or  after  May  1,  1998,  the  Total
Liquidation  Value is  equal  to the  present  value  of the  remaining  annuity
payments,  to the end of the Specified  Period Certain,  commuted at the Assumed
Investment  Return,  less a  commutation  fee of 5% of the amount  liquidated in
Contract  Years 1 and 2 and  reducing by 1% per year until it is 1% for Contract
Year 6 and  thereafter.  For  Contracts  issued prior to May 1, 1998,  the Total
Liquidation  Value is  equal  to the  present  value  of the  remaining  annuity
payments,  to the end of the Specified  Period Certain,  commuted at the Assumed
Investment Return,  less a commutation fee of 1% of the amount liquidated in the
first Contract Year. The Company  reserves the right to restrict the amount of a
partial  liquidation to a minimum of $2,500.  The Company may require a complete
liquidation if the remaining Total  Liquidation  Value after a requested partial
liquidation would be less than $35,000.  Partial  liquidations will be processed
on the next Annuity  Calculation  Date  following the Contract  Owner's  written
request.  The  Company  will  require  the return of the  Contract  prior to the
payment of the entire commuted value.

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

DETERMINATION OF VARIABLE ANNUITY PAYMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   
A Contract Owner may choose either a 7%, 5% or a 3% Assumed  Investment  Return.
If the  Contract  Owner does not choose one,  the 5% Assumed  Investment  Return
automatically  applies.  Choosing a higher Assumed Investment Return will result
in a higher  initial  amount of income,  but income  will  increase  more slowly
during  periods of good  investment  performance  of the Trust and decrease more
rapidly during periods of poor investment performance. THE 7% ASSUMED INVESTMENT
RETURN IS NOT  AVAILABLE  IN ALL STATES  UNTIL  APPROVED BY THE STATE  INSURANCE
DEPARTMENTS. (CHECK WITH YOUR REGISTERED REPRESENTATIVE REGARDING AVAILABILITY).
    

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

DETERMINATION OF FIXED ANNUITY PAYMENTS

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


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

OWNERSHIP

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

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

IF THE  CONTRACT  OWNER  DIES  BEFORE  THE  INCOME  DATE  AND  THERE IS NO JOINT
ANNUITANT,  THE CONTRACT  WILL BE TREATED AS IF IT HAD NEVER BEEN ISSUED AND THE
COMPANY WILL RETURN THE SINGLE PURCHASE PAYMENT TO THE CONTRACT OWNER'S ESTATE.

ASSIGNMENT

The Contract  Owner may assign the Contract.  A copy of any  assignment  must be
filed with the Company's VIP Service Center.  The Company is not responsible for
the  validity of any  assignment.  If the  Contract is  assigned,  the  Contract
Owner's  rights and those of any  revocably-named  person will be subject to the
assignment.  An assignment  will not affect any payments the Company may make or
actions it may take before such  assignment has been recorded at its VIP Service
Center.

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

BENEFICIARY

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

CHANGE OF BENEFICIARY

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

DEATH OF BENEFICIARY

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

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

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

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

ANNUITANT

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


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

IF THE  CONTRACT  OWNER  DIES  BEFORE  THE  INCOME  DATE  AND  THERE IS NO JOINT
ANNUITANT,  THE CONTRACT  WILL BE TREATED AS IF IT HAD NEVER BEEN ISSUED AND THE
COMPANY WILL RETURN THE SINGLE PURCHASE PAYMENT TO THE CONTRACT OWNER'S ESTATE.

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

   
If the Contract  Owner or Joint  Annuitant dies on or after the Income Date, the
death benefit,  if any, will be payable under the selected  Annuity Option.  The
Company will require proof of death. Payment of the death benefit may be delayed
pending receipt of any applicable tax consents and/or forms from a state.
    


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

SINGLE PURCHASE PAYMENT

The Single  Purchase  Payment is paid to the Company at its VIP Service  Center.
The minimum purchase payment the Company will accept is $35,000. Contract Owners
can acquire more than one Contract and the Single Purchase Payment for each need
not be $35,000 if the average  purchase  payment for each Contract is $35,000 or
more.  Neither the Variable  Account nor the Trust is designed for  professional
market timing organizations, other entities, or persons using programmed, large,
or frequent transfers.

NET PURCHASE PAYMENT

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

ALLOCATION OF NET PURCHASE PAYMENT

The  Net  Purchase  Payment  is  allocated  to  one  or  more  of  the  Contract
Sub-Accounts  of the Variable  Account on the Effective Date. Any portion of the
Net Purchase  Payment selected to be allocated to the Fixed Payment Annuity will
temporarily  be allocated to the Money Market  Sub-Account on the Effective Date
and will be allocated to the Fixed  Payment  Annuity on the Annuity  Calculation
Date.  The  requested  allocation  to each  Contract  Sub-Account  and the Fixed
Payment  Annuity  is made in  percentages  of the Net  Purchase  Payment.  Whole
percentages  must be used and each must be at least  10%.  The  Company  has the
right to allocate the Net Purchase Payment to the Money Market Sub-Account until
the expiration of the Free-Look Period. Thereafter, the allocations will be made
to one or more of the Contract  Sub-Accounts  as selected by the Contract Owner.
The Company reserves the right to limit the number of Contract Sub-Accounts that
a Contract Owner may invest in at any one time (except in Texas). Currently, the
Contract Owner may initially  select up to nine Contract  Sub-Accounts,  and may
only be  invested  in a maximum  of ten  Contract  Sub-Accounts  at any one time
throughout the life of the Contract.

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

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

CONTRACT VALUE

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

VIP UNIT

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

     a.   is the net result of

          1)   the assets of the Contract Sub-Account  attributable to VIP 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 VIP Units  outstanding  at the end of such  Valuation
          Period.

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

TRANSFERS

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

Neither the Variable Account nor the Trust is designed for  professional  market
timing  organizations,  other entities,  or persons using programmed,  large, or
frequent transfers. A pattern of exchanges that coincides with a "market timing"
strategy may be  disruptive to a 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.

All transfers are subject to the following:

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

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

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

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

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

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


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

NALAC Financial Plans, LLC ("NFP"), 1750 Hennepin Avenue, Minneapolis, Minnesota
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 at the time of purchase up to 4% of the
Single Purchase Payment.  Broker-dealers  are also paid a trail commission of up
to 40 basis points on the portion of net single premium reserve  invested in the
Variable  Account  for  the  Contract.   The  Company,  by  agreement  with  the
broker-dealer,  pays commissions as a combination of a certain percentage amount
at the time of sale and a trail commission  (which when combined could exceed 4%
of the Single Purchase Payment). In addition,  under certain circumstances,  the
Company and/or Advisers or certain of its affiliates,  under a marketing support
agreement  with NFP,  may pay certain  sellers for other  services  not directly
related  to  the  sale  of the  Contracts  such  as  special  marketing  support
allowances.
    

DELAY OF PAYMENTS

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

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

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

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

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

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

   
The Company reserves the right to postpone  liquidations  from the Fixed Payment
Annuity for a period of up to six months.
    


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

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


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

MONEY MARKET SUB-ACCOUNT

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

OTHER 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 VIP 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,  and, for Contract  Sub-Accounts in existence for
five  years or  more,  for five  years  and  since  the  Contract  Sub-Account's
inception.  The average  annual  total return is based upon the value of the VIP
Units acquired through a hypothetical $1,000 investment of the VIP Unit value at
the beginning of the  specified  period and the value of the VIP Unit at the end
of such period,  assuming reinvestment of all distributions and the deduction of
the Mortality  and Expense Risk Charge and the  Administrative  Expense  Charge.
Each  Contract  Sub-Account  may also  advertise  cumulative  and  total  return
information  over  different  periods of time.  The  performance of the Contract
Sub-Accounts  reflects  results  achieved prior to the date the Contracts  first
invested  in  the  Contract  Sub-Accounts.   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 will fluctuate over time, and any presentation
of 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  based  on  each  or all of the  Contract  Sub-Accounts  of the
Variable  Account may be compared in its advertising and sales literature to the
performance of other variable  annuity  issuers in general or to the performance
of particular types of variable  annuities  investing in mutual funds, or series
of mutual  funds with  investment  objectives  similar  to each of the  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 comparison, 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 Internal Revenue Code of 1986, as amended (the "Code") governs
taxation of annuities in general.  A Contract Owner is not taxed on increases in
the value of a Contract until distribution occurs,  either in the form of a lump
sum payment or as annuity payments under the Annuity Option elected.

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

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

DIVERSIFICATION

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

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

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

   
The Company  intends that all  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

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

TAX TREATMENT OF DISTRIBUTIONS -
NON-QUALIFIED CONTRACTS

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

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

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

QUALIFIED PLANS

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

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

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

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

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

TAX TREATMENT OF DISTRIBUTIONS - IRA CONTRACTS

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

Section  72(t) of the Code  imposes a 10% penalty tax on the taxable  portion of
any distribution from qualified  retirement plans,  including IRA Contracts.  To
the extent  amounts are not  includible  in gross income  because they have been
rolled over to an IRA or to another eligible qualified plan, no tax penalty will
be imposed. The tax penalty will not apply to the following  distributions:  (a)
if distribution is made on or after the date on which the Annuitant  reaches age
591/2; (b) distributions following the death or disability of the Annuitant (for
this  purpose  disability  is as defined in Section  72(m)(7) of the Code);  (c)
distributions that are part of a series of substantially equal periodic payments
made not less frequently than annually for the life (or life  expectancy) of the
Annuitant or the joint lives (or joint life  expectancies)  of the Annuitant and
his or her designated  Beneficiary;  (d) distributions  made to the Annuitant to
the extent such  distributions do not exceed the amount allowable as a deduction
under Code Section 213 to the Annuitant for amounts paid during the taxable year
for medical  care;  (e)  distributions  from an IRA Contract for the purchase of
medical  insurance  (as described in Section  213(d)(1)(D)  of the Code) for the
Annuitant  and his or her spouse and  dependents  if the  Annuitant has received
unemployment  compensation  for at least 12 weeks (this exception will no longer
apply  after the  Annuitant  has been  re-employed  for at least 60 days.);  (f)
distributions from an Individual Retirement Annuity made to the Annuitant 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  Annuitant  for the taxable
year; and (g) distributions  from an Individual  Retirement  Annuity made to the
Annuitant which are qualified first-time home buyer distributions (as defined in
Section  72(t)(8)  of the Code).  With  respect  to (c) above,  if the series of
substantially  equal  periodic  payments  is  modified  before  the later of the
Annuitant  attaining  age 591/2 or 5 years  from the date of the  first  annuity
payment, then the tax for the year of the modification is increased by an amount
equal to the tax which would have been imposed (the 10% penalty tax) but for the
exception,  plus  interest for the tax years in which the  exception was used. A
partial  withdrawal  may  result in the  modification  of the  series of annuity
payments made after such withdrawal and therefore could result in the imposition
of the 10% penalty tax and interest for the period as described above. Competent
tax  advice  should be  obtained  prior to making  any  withdrawals  from an IRA
Contract.  Any amounts  distributed  will only be paid to the  Annuitant,  Joint
Annuitant or  Beneficiary.  The Company will not transfer or pay such amounts to
another IRA or tax qualified plan.

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

TAX TREATMENT OF ASSIGNMENTS

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

INCOME TAX WITHHOLDING

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


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

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


APPENDIX
- --------------------------------------------------------------------------------

ILLUSTRATION OF VALUES

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

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

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

   
Three  illustrations  follow.  The  first is based  on a 3%  Assumed  Investment
Return,  the second is based on a 5% Assumed Investment Return, and the third is
based on a 7% Assumed Investment Return. THE 7% ASSUMED INVESTMENT RETURN IS NOT
AVAILABLE  IN ALL STATES  UNTIL  APPROVED  BY THE STATE  INSURANCE  DEPARTMENTS.
(CHECK WITH YOUR REGISTERED REPRESENTATIVE REGARDING AVAILABILITY).
    

The income amounts shown reflect the deduction of all fees and expenses.  Actual
Trust  fees and  expenses  will  vary from  year to year and from  Portfolio  to
Portfolio  and  may  thus  be  higher  or  lower  than  the  assumed  rate.  The
illustrations  assume that each Portfolio of the Trust will incur expenses at an
annual rate of 0.77% of the average daily net assets of the  Portfolio.  This is
the  average in 1997,  weighted  by  Portfolio  net assets as of  12/31/97.  The
Mortality  and  Expense  Risk  Charge  and  Administrative  Expense  Charge  are
calculated,  in the  aggregate,  at an annual rate of 1.40% of the average daily
net assets of the Variable Account. After taking these expenses and charges into
consideration,  the illustrated  gross investment  returns of 0%, 6% and 12% are
approximately equal to net rates of -2.15%, 3.72% and 9.60%, respectively.

<PAGE>
<TABLE>
<CAPTION>

                               VALUEMARK INCOME PLUS ILLUSTRATION

ANNUITANT:              John Doe                   ANNUITY PURCHASE AMOUNT:      $100,000
DATE OF BIRTH:          1/1/29                     EFFECTIVE DATE:               12/1/98
ANNUITY INCOME OPTION:  Single Life Annuity        FIRST ANNUITY INCOME DATE:    1/1/99
PREMIUM TAX:            0%                         FREQUENCY OF ANNUITY INCOME:  Monthly
                                                   ASSUMED INVESTMENT RETURN:    3%

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

                                    MONTHLY ANNUITY PAYMENTS
                              Annual rate of return before expenses:       0%      6%      12%
Annuity Income Date     Age   Annual rate of return after expenses:    -2.15%   3.72%    9.60%
- --------------------   ----   --------------------------------------   -------  ------  -------
<C>                    <S>    <S>                                      <S>      <S>     <S> 
January 1, 1999         70                                               $622    $625    $ 628
January 1, 2000         71                                                591     629      668
January 1, 2001         72                                                561     634      711
January 1, 2002         73                                                533     638      757
January 1, 2003         74                                                507     643      805
January 1, 2008         79                                                392     666    1,098
January 1, 2013         84                                                303     689    1,498
January 1, 2018         89                                                235     714    2,043
January 1, 2023         94                                                182     740    2,786






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

<PAGE>
<TABLE>
<CAPTION>

                              VALUEMARK INCOME PLUS ILLUSTRATION

ANNUITANT:              John Doe                   ANNUITY PURCHASE AMOUNT:      $100,000
DATE OF BIRTH:          1/1/29                     EFFECTIVE DATE:               12/1/98
ANNUITY INCOME OPTION:  Single Life Annuity        FIRST ANNUITY INCOME DATE:    1/1/99
PREMIUM TAX:            0%                         FREQUENCY OF ANNUITY INCOME:  Monthly
                                                   ASSUMED INVESTMENT RETURN:    5%

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

                                    MONTHLY ANNUITY PAYMENTS
                             Annual rate of return before expenses:       0%       6%       12%
Annuity Income Date    Age   Annual rate of return after expenses:    -2.15%    3.72%     9.60%
- --------------------  ----   --------------------------------------  -------   ------    ------
<C>                    <S>    <S>                                      <S>      <S>      <S> 
January 1, 1999        70                                               $738     $741     $ 745
January 1, 2000        71                                                687      732       778
January 1, 2001        72                                                641      723       812
January 1, 2002        73                                                597      715       847
January 1, 2003        74                                                556      706       884
January 1, 2008        79                                                391      664     1,096
January 1, 2013        84                                                275      625     1,357
January 1, 2018        89                                                193      588     1,682
January 1, 2023        94                                                136      553     2,083





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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                               VALUEMARK INCOME PLUS ILLUSTRATION

ANNUITANT:              John Doe                   ANNUITY PURCHASE AMOUNT:      $100,000
DATE OF BIRTH:          1/1/29                     EFFECTIVE DATE:               12/1/98
ANNUITY INCOME OPTION:  Single Life Annuity        FIRST ANNUITY INCOME DATE:    1/1/99
PREMIUM TAX:            0%                         FREQUENCY OF ANNUITY INCOME:  Monthly
                                                   ASSUMED INVESTMENT RETURN:    7%

The  amount of  monthly  variable  annuity  income  shown in the table  below and the graph that
follows assumes a constant annual investment  return. The amount of variable annuity income that
is actually  received will depend on the investment  performance of the underlying  Portfolio(s)
selected. The variable annuity income can go up or down and no minimum dollar amount of variable
annuity income is  guaranteed.  The amounts shown are based on a 7% Assumed  Investment  Return.
Income will remain  constant at $861 per month when the annual rate of return after  expenses is
7%.

                                    MONTHLY ANNUITY PAYMENTS
                             Annual rate of return before expenses:      0%        6%       12%
Annuity Income Date    Age   Annual rate of return after expenses:   -2.15%     3.72%     9.60%
- --------------------  ----   --------------------------------------  -------    ------   -------
<C>                    <S>    <S>                                     <S>       <S>      <S> 
January 1, 1999        70                                              $859      $864     $ 868
January 1, 2000        71                                               786       837       889
January 1, 2001        72                                               719       812       911
January 1, 2002        73                                               657       787       933
January 1, 2003        74                                               601       763       955
January 1, 2008        79                                               385       653     1,077
January 1, 2013        84                                               246       559     1,214
January 1, 2018        89                                               157       478     1,369
January 1, 2023        94                                               101       410     1,543



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

<PAGE>




TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
- -------------------------------------------------------
ITEM                                               PAGE
Company...........................................    2
Experts ..........................................    2
Legal Opinions ...................................    2
Distributor.......................................    2
Calculation of Performance Data ..................    2
 Total Return ....................................    2
 Yield ...........................................    2
 Performance Ranking .............................    3
 Performance Information .........................    3
 Annuity Income ..................................    4
Annuity Provisions ...............................    4
 Variable Annuity Payout .........................    4
 Fixed Annuity Payout ............................    5
Financial Statements .............................    5



<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

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


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

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

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






TABLE OF CONTENTS

CONTENTS                                           PAGE
Company..........................................     2
Experts..........................................     2
Legal Opinions...................................     2
Distributor......................................     2
Calculation of Performance Data..................     2
 Total Return....................................     2
 Yield...........................................     2
 Performance Ranking.............................     3
 Performance Information.........................     3
 Annuity Income..................................     5
Annuity Provisions...............................     5
 Variable Annuity Payout.........................     5
 Fixed Annuity Payout............................     5
Financial Statements.............................     5

<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  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 a VIP 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 VIP Unit Value
at the beginning of the period.

Any such  performance  data will include total return figures for the one, five,
and ten year (or since  inception)  time  periods  indicated.  Such total return
figures will reflect the deduction of a 1.25% Mortality and Expense Risk Charge,
a  0.15%  Administrative  Expense  Charge  and  the  operating  expenses  of the
underlying Portfolios.
    

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

                                  P(1+T)n = ERV

where:

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

T = average annual total return;

n = number of years;

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

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

Yield

   
The Money Market  Sub-Account.  The Company may advertise yield  information for
the Money Market Sub-Account.  The Money Market Sub-Account's  current yield may
vary each day,  depending upon, among other things,  the average maturity of the
underlying  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,  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 VIP Unit for a
particular  period of time (generally  seven days).  The return is determined by
dividing the net change  (exclusive of any capital  changes) in such VIP Unit by
its beginning  value,  and then  multiplying  it by 365/7 to get the  annualized
current yield.  The  calculation of net change  reflects the value of additional
shares purchased with the dividends paid by the Portfolio,  and the deduction of
the Mortality and Expense Risk Charge and the Administrative Expense Charge.
    

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

   
For the seven-day period ending on 12/31/97,  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
VIP Unit earned  during the period  (minus the  deduction  for the Mortality and
Expense Risk Charge and Administrative  Expense Charge) by the VIP Unit Value on
the last day of the period and  annualizing the resulting  figure,  according to
the following formula:

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

   
a = net investment income earned during the period by the 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 VIP Units outstanding during the period;

d = the maximum offering price per VIP Unit on the last day of the period.

   
The above  formula will be used in  calculating  quotations  of yield,  based on
specified  30-day  periods (or one month)  identified  in the sales  literature,
advertisement, or communication.  The Company does not currently advertise yield
information  for  any  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  bond
indices  and data from  Lipper  Analytical  Services,  Inc.,  Standard  & Poor's
Indices, or VARDS R.
    

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

Performance Information

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

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

<TABLE>
<CAPTION>

   
STANDARDIZED TOTAL RETURN
Average Annual Total Return for the periods ended December 31, 1997

                                                                          Inception       One       Five        Since
Contract Sub-Account                                                         Date         Year      Years     Inception
- ------------------------------------------------------------------------------------------------------------------------
<C>                                                                       <S>           <S>         <S>        <S>
Capital Growth ........................................................     5/1/96        16.66%         NA     17.73%
Global Utilities Securities1 ..........................................    1/24/89        25.00%     10.20%     11.19%
Growth and Income .....................................................    1/24/89        25.97%     14.32%     10.57%
Income Securities .....................................................    1/24/89        15.46%     10.58%     10.83%
Money Market ..........................................................    1/24/89         3.78%      3.05%      3.72%
Mutual Discovery Securities ...........................................    11/8/96        17.71%         NA     17.11%
Mutual Shares Securities ..............................................    11/8/96        16.10%         NA     17.20%
Real Estate Securities ................................................    1/24/89        19.02%     16.56%     12.28%
Rising Dividends ......................................................    1/27/92        31.18%     13.10%     12.47%
Small Cap .............................................................    11/1/95        15.79%         NA     20.40%
Templeton Developing Markets Equity ...................................    3/15/94        -9.99%         NA       .88%
Templeton Global Asset Allocation .....................................     5/1/95        10.16%         NA     12.77%
Templeton Global Growth ...............................................    3/15/94        11.92%         NA     11.60%
Templeton International Equity ........................................    1/27/92        10.14%     12.93%     10.12%
Templeton International Smaller Companies .............................     5/1/96        -2.87%         NA      4.87%
Templeton Pacific Growth ..............................................    1/27/92       -36.84%      -.69%     -.98%

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



<TABLE>

<CAPTION>
   
NON-STANDARDIZED TOTAL RETURN
Total Return for the periods ended December 31, 1997

                                                             Annual Total Return              Cumulative Total Return
                                                    ____________________________________    ___________________________
                                      Inception     One       Three     Five      Since     Three     Five      Since
Contract Sub-Account                    Date        Year      Years     Years   Inception   Years     Years   Inception
- ---------------------------------------------------------------------------------------------------------------------------
<C>                                    <S>         <S>       <S>       <S>      <S>         <S>       <S>     <S>
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%
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%
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      3.4%
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 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%

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

The Company may also  present  performance  information  computed on a different
basis.

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

Annuity Income

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


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

Variable Annuity Payout

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

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

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

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

Fixed Annuity Payout

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


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

   
The audited  consolidated  financial statements of the Company as of and for the
year ended  December  31, 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.
    


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

    *  Incorporated by reference to Registrant's Post-Effective Amendment No.
       2 to Form N-4 which was electronically filed on November 1, 1995.
   **  Incorporated by reference to Registrant's Post-Effective Amendment No.
       3 to Form N-4 which was electronically filed on April 24, 1996.
  ***  Incorporated by reference to Registrant's Post-Effective Amendment No.
       5 to Form N-4 which was electronically filed on April 29, 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
1750 Hennepin Avenue             Executive Officer and Director
Minneapolis, MN 55403

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

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

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

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

Edward J. Bonach                 Senior Vice President, Chief Financial
1750 Hennepin Avenue             Officer and Treasurer
Minneapolis, MN 55403
   
Michael T. Westermeyer           Vice President-Law & Secretary
1750 Hennepin Avenue
Minneapolis, MN 55403
    
Robert S. James                  President-Individual Marketing
1750 Hennepin Avenue
Minneapolis, MN 55403

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

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

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

   
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
   
The Company  organizational chart is incorporated by reference to Post-Effective
Amendment  No. 5 to Form N-4 which was  electronically  filed on April 29,  1997
(File No. 811-05618).
    

Item 27.   Number of Contract Owners

   
As of  February  19,  1998,  there were 229  qualified  Contract  Owners and 139
non-qualified Contract Owners with Contracts in the Separate Account.
    

Item 28.   Indemnification

The Bylaws of the Company provide that:

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

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

Item 29.     Principal Underwriters

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

              Allianz Life Variable Account A
              Preferred Life Variable Account C

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

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

</TABLE>

     c.  Not Applicable

Item 30.   Location of Accounts and Records

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

Item 31.   Management Services

Not Applicable

Item 32.   Undertakings

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

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

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

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



                              SIGNATURES

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

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

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

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

Dr. Gerhard Rupprecht*   Director                 04/24/98
Dr. 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


   
                                *By   Power  of  Attorney


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



                         LIMITED POWER OF ATTORNEY

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

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


WITNESS

/s/ Kathleen Doolwith                           /s/ Herbert Hansmeyer
- ---------------------------                     -----------------------------
                                                Herbert Hansmeyer



                       LIMITED POWER OF ATTORNEY

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

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


WITNESS

/s/ Karen M Amundson                            /s/ Michael P. Sullivan
- ---------------------------                     -----------------------------
                                                Michael P. Sullivan



                       LIMITED POWER OF ATTORNEY

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

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


WITNESS

                                                /s/ Jerry E. Robertson
- ---------------------------                     -----------------------------
                                                Jerry E. Robertson



                         LIMITED POWER OF ATTORNEY

       KNOWN ALL MEN BY THESE PRESENTS, that I, Gerhard G. Rupprecht, a Director
of Allianz Life Insurance Company of North America (Allianz Life), a corporation
duly organized under the laws of Minnesota, do hereby appoint Lowell C. Anderson
and Michael T. Westermeyer,  each individually as my attorney and agent, for me,
and in my name as Director of Allianz Life on behalf of Allianz Life,  with full
power to execute,  deliver and file with the Securities and Exchange  Commission
all documents  required for  registration of a 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 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

    
</TABLE>

<PAGE>


                                    EXHIBITS

                                       TO

                      POST-EFFECTIVE AMENDMENT NO.    7    

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

We are of the following opinions:

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

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

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

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

Sincerely,

BLAZZARD, GRODD, & HASENAUER, P.C.

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

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



                        Independent Auditors' Consent


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

We consent to the use of our report,  dated  January 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 TEMPLETON VALUEMARK INCOME PLUS
                        ALLIANZ LIFE VARIABLE ACCOUNT B
            CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURN CALCULATIONS

                   ORIGINAL PURCHASE AS OF DECEMBER 31, 1997
                     VALUATION DATE AS OF DECEMBER 31, 1996

                                                             Dollar        Units This    Accum       Accum
 Date         Transaction                   Amount          Unit Value        Trans      Units       Value
 ----         -----------                   ------          ----------     ----------    -----       -----
<S>          <C>                          <C>             <C>              <C>           <C>         <C>
                                 CAPITAL GROWTH
12-31-96     Purchase                      $1,000.00          $11.25417490      88.856     88.856  $1,000.00
12-31-97     Current Value                                     13.12966406       0.000     88.856   1,166.65
             Cumulative and Average Annual Total Returns                                            16.66% A

                           GLOBAL UTILITIES SECURITIES
12-31-96     Purchase                      $1,000.00          $20.65439774      48.416     48.416  $1,000.00
12-31-97     Current Value                                     25.81831690       0.000     48.416   1,250.02
             Cumulative and Average Annual Total Returns                                            25.00% A

                                GROWTH AND INCOME
12-31-96     Purchase                      $1,000.00          $19.48959860      51.309     51.309  $1,000.00
12-31-97     Current Value                                     24.55079561       0.000     51.309   1,259.69
             Cumulative and Average Annual Total Returns                                            25.97% A

                                INCOME SECURITIES
12-31-96     Purchase                      $1,000.00          $21.70827863      46.065     46.065  $1,000.00
12-31-97     Current Value                                     25.06461193       0.000     46.065   1,154.61
             Cumulative and Average Annual Total Returns                                            15.46% A

                                  MONEY MARKET
12-31-96     Purchase                      $1,000.00          $13.35923111      74.855     74.855  $1,000.00
12-31-97     Current Value                                     13.86472844       0.000     74.855   1,037.84
             Cumulative and Average Annual Total Returns                                             3.78% A

                           MUTUAL DISCOVERY SECURITIES
12-31-96     Purchase                      $1,000.00          $10.18045638       8.227     98.227  $1,000.00
12-31-97     Current Value                                     11.98316359       0.000     98.227   1,177.08
             Cumulative and Average Annual Total Returns                                            17.71% A

                            MUTUAL SHARES SECURITIES
12-31-96     Purchase                      $1,000.00          $10.33016898      96.804     96.804  $1,000.00
12-31-97     Current Value                                     11.99296726       0.000     96.804   1,160.97
             Cumulative and Average Annual Total Returns                                            16.10% A

                             REAL ESTATE SECURITIES
12-31-96     Purchase                      $1,000.00          $23.66770609      42.252     42.252  $1,000.00
12-31-97     Current Value                                     28.16943249       0.000     42.252   1,190.21
             Cumulative and Average Annual Total Returns                                            19.02% A

                                RISING DIVIDENDS
12-31-96     Purchase                      $1,000.00          $15.30299222      65.347     65.347  $1,000.00
12-31-97     Current Value                                     20.07430239       0.000     65.347   1,311.79
             Cumulative and Average Annual Total Returns                                            31.18% A

                                    SMALL CAP
12-31-96     Purchase                      $1,000.00          $12.91274591      77.443     77.443  $1,000.00
12-31-97     Current Value                                     14.95194471       0.000     77.443   1,157.92
             Cumulative and Average Annual Total Returns                                            15.79% A

                       TEMPLETON DEVELOPING MARKETS EQUITY
12-31-96     Purchase                      $1,000.00          $11.48724479      87.053     87.053  $1,000.00
12-31-97     Current Value                                     10.34011278       0.000     87.053     900.14
             Cumulative and Average Annual Total Returns                                           (9.99%) A

                        TEMPLETON GLOBAL ASSET ALLOCATION
12-31-96     Purchase                      $1,000.00          $12.51416879      79.909     79.909  $1,000.00
12-31-97     Current Value                                     13.78572229       0.000     79.909   1,101.61
             Cumulative and Average Annual Total Returns                                            10.16% A

                             TEMPLETON GLOBAL GROWTH
12-31-96     Purchase                      $1,000.00          $13.55953972      73.749     73.749  $1,000.00
12-31-97     Current Value                                     15.17626475       0.000     73.749   1,119.23
             Cumulative and Average Annual Total Returns                                            11.92% A

                         TEMPLETON INTERNATIONAL EQUITY
12-31-96     Purchase                      $1,000.00          $16.08142393      62.184     62.184  $1,000.00
12-31-97     Current Value                                     17.71128511       0.000     62.184   1,101.35
             Cumulative and Average Annual Total Returns                                            10.14% A

 
                    TEMPLETON INTERNATIONAL SMALLER COMPANIES
12-31-96     Purchase                      $1,000.00          $11.14519961      89.725     89.725  $1,000.00
12-31-97     Current Value                                     10.82516357       0.000     89.725     971.28
             Cumulative and Average Annual Total Returns                                           (2.87%) A


                            TEMPLETON PACIFIC GROWTH
12-31-96     Purchase                      $1,000.00          $14.93159316      66.972     66.972  $1,000.00
12-31-97     Current Value                                      9.43102016       0.000     66.972     631.62
             Cumulative and Average Annual Total Returns                                          (36.84%) A

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

<TABLE>
<CAPTION>
                    ORIGINAL PURCHASE AS OF DECEMBER 31, 1994
                     VALUATION DATE AS OF DECEMBER 31, 1997

                                                             Dollar        Units This    Accum       Accum
 Date         Transaction                   Amount          Unit Value        Trans      Units       Value
 ----         -----------                   ------          ----------     ----------    -----       -----
<S>          <C>                          <C>             <C>              <C>           <C>         <C>
                           GLOBAL UTILITIES SECURITIES
12-31-94     Purchase                      $1,000.00         $15.10395032       66.208     66.208    $1,000.00
12-31-95     Current Value                                    19.56451758        0.000     66.208     1,295.32
12-31-96     Current Value                                    20.65439774        0.000     66.208     1,367.48
12-31-97     Current Value                                    25.81831690        0.000     66.208     1,709.38
             Cumulative Total Return                                                                  70.94% A
             Average Annual Total Return                                                              19.57% B

                                GROWTH AND INCOME
12-31-94     Purchase                      $1,000.00         $13.21462941       75.674     75.674    $1,000.00
12-31-95     Current Value                                    17.30965999        0.000     75.674     1,309.89
12-31-96     Current Value                                    19.48959860        0.000     75.674     1,474.85
12-31-97     Current Value                                    24.55079561        0.000     75.674     1,857.85
             Cumulative Total Return                                                                  85.78% A
             Average Annual Total Return                                                              22.93% B

                                INCOME SECURITIES
12-31-94     Purchase                      $1,000.00         $16.39171653       61.006     61.006    $1,000.00
12-31-95     Current Value                                    19.78534185        0.000     61.006     1,207.03
12-31-96     Current Value                                    21.70827863        0.000     61.006     1,324.34
12-31-97     Current Value                                    25.06461193        0.000     61.006     1,529.10
             Cumulative Total Return                                                                  52.91% A
             Average Annual Total Return                                                              15.21% B

                                  MONEY MARKET
12-31-94     Purchase                      $1,000.00         $12.35398427       80.946     80.946    $1,000.00
12-31-95     Current Value                                    12.88349436        0.000     80.946     1,042.86
12-31-96     Current Value                                    13.35923111        0.000     80.946     1,081.37
12-31-97     Current Value                                    13.86472844        0.000     80.946     1,122.29
               Cumulative Total Return                                                                12.23% A
             Average Annual Total Return                                                               3.92% B

                             REAL ESTATE SECURITIES
12-31-94     Purchase                      $1,000.00      $15.59407180          64.127     64.127    $1,000.00
12-31-95     Current Value                                 18.07282328           0.000     64.127     1,158.95
12-31-96     Current Value                                 23.66770609           0.000     64.127     1,517.74
12-31-97     Current Value                                 28.16943249           0.000     64.127     1,806.42
             Cumulative Total Return                                                                  80.64% A
             Average Annual Total Return                                                              21.79% B

                                RISING DIVIDENDS
12-31-94     Purchase                      $1,000.00       $9.76873744         102.367    102.367    $1,000.00
12-31-95     Current Value                                 12.49836348           0.000    102.367     1,279.42
12-31-96     Current Value                                 15.30299222           0.000    102.367     1,566.53
12-31-97     Current Value                                 20.07430239           0.000    102.367     2,054.95
             Cumulative Total Return                                                                 105.50% A
             Average Annual Total Return                                                              27.14% B

                       TEMPLETON DEVELOPING MARKETS EQUITY
12-31-94     Purchase                      $1,000.00      $9.45424664          105.773    105.773    $1,000.00
12-31-95     Current Value                                 13.26267921           0.000    105.773     1,013.48
12-31-96     Current Value                                 16.08142393           0.000    105.773     1,215.04
12-31-97     Current Value                                 17.71128511           0.000    105.773     1,093.70
             Cumulative Total Return                                                                   9.37% A
             Average Annual Total Return                                                               3.03% B

                             TEMPLETON GLOBAL GROWTH
12-31-94     Purchase                      $1,000.00      $10.20085584          98.031     98.031    $1,000.00
12-31-95     Current Value                                 11.33894840           0.000     98.031     1,111.57
12-31-96     Current Value                                 13.55953972           0.000     98.031     1,329.26
12-31-97     Current Value                                 15.17626475           0.000     98.031     1,487.74
             Cumulative Total Return                                                                  48.77% A
             Average Annual Total Return                                                              14.16% B

                         TEMPLETON INTERNATIONAL EQUITY
12-31-94     Purchase                      $1,000.00      $12.16131942          82.228     82.228    $1,000.00
12-31-95     Current Value                                 13.26267921           0.000     82.228     1,090.56
12-31-96     Current Value                                 16.08142393           0.000     82.228     1,322.34
12-31-97     Current Value                                 17.71128511           0.000     82.228     1,456.36
             Cumulative Total Return                                                                  45.64% A
             Average Annual Total Return                                                              13.35% B

                            TEMPLETON PACIFIC GROWTH
12-31-94     Purchase                      $1,000.00      $12.80173310          78.114     78.114    $1,000.00
12-31-95     Current Value                                 13.63037545           0.000     78.114     1,064.73
12-31-96     Current Value                                 14.93159316           0.000     78.114     1,166.37
12-31-97     Current Value                                  9.43102016           0.000     78.114       736.70
             Cumulative Total Return                                                                 -26.33% A
             Average Annual Total Return                                                              -9.68% B

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

<TABLE>
<CAPTION>
                    ORIGINAL PURCHASE AS OF DECEMBER 31, 1992
                     VALUATION DATE AS OF DECEMBER 31, 1997


                                                             Dollar        Units This    Accum       Accum
 Date         Transaction                   Amount          Unit Value        Trans      Units       Value
 ----         -----------                   ------          ----------     ----------    -----       -----
<S>          <C>                          <C>             <C>              <C>           <C>         <C>
                           GLOBAL UTILITIES SECURITIES
12-31-92     Purchase                      $1,000.00      $15.88865152          62.938     62.938    $1,000.00
12-31-93     Current Value                                 17.31879581           0.000     62.938     1,090.01
12-31-94     Current Value                                 15.10395032           0.000     62.938       950.61
12-31-95     Current Value                                 19.56451758           0.000     62.938     1,231.35
12-31-96     Current Value                                 20.65439774           0.000     62.938     1,299.95
12-31-97     Current Value                                 25.81831690           0.000     62.938     1,624.95
             Cumulative Total Return                                                                  62.50% A
             Average Annual Total Return                                                              10.20% B

                                GROWTH AND INCOME
12-31-92     Purchase                      $1,000.00      $12.57361730          79.532     79.532    $1,000.00
12-31-93     Current Value                                 13.67694811           0.000     79.532     1,087.75
12-31-94     Current Value                                 13.21462941           0.000     79.532     1,050.98
12-31-95     Current Value                                 17.30965999           0.000     79.532     1,376.67
12-31-96     Current Value                                 19.48959860           0.000     79.532     1,550.04
12-31-97     Current Value                                 24.55079561           0.000     79.532     1,952.56
Cumulative Total Return                                                                               95.26% A
Average Annual Total Return                                                                           14.32% B

                                INCOME SECURITIES
12-31-92  Purchase                        $1,000.00       $15.16252410          65.952     65.952    $1,000.00
12-31-93  Current Value                                    17.73437317           0.000     65.952     1,169.62
12-31-94  Current Value                                    16.39171653           0.000     65.952     1,081.07
12-31-95  Current Value                                    19.78534185           0.000     65.952     1,304.88
12-31-96  Current Value                                    21.70827863           0.000     65.952     1,431.71
12-31-97  Current Value                                    25.06461193           0.000     65.952     1,653.06
Cumulative Total Return                                                                               65.31% A
Average Annual Total Return                                                                           10.58% B

                                  MONEY MARKET
12-31-92  Purchase                       $1,000.00        $11.93209752          83.808    83.808     $1,000.00
12-31-93  Current Value                                    12.06579747           0.000    83.808      1,011.21
12-31-94  Current Value                                    12.35398427           0.000    83.808      1,035.36
12-31-95  Current Value                                    12.88349436           0.000    83.808      1,079.73
12-31-96  Current Value                                    13.35923111           0.000    83.808      1,119.60
12-31-97  Current Value                                    13.86472844           0.000    83.808      1,161.97
Cumulative Total Return                                                                               16.20% A
Average Annual Total Return                                                                            3.05% B 

                             REAL ESTATE SECURITIES
12-31-92  Purchase                       $1,000.00        $13.09547341          76.362    76.362     $1,000.00
12-31-93  Current Value                                    15.36898235           0.000    76.362      1,173.61
12-31-94  Current Value                                    15.59407180           0.000    76.362      1,190.80
12-31-95  Current Value                                    18.07282328           0.000    76.362      1,380.08
12-31-96  Current Value                                    23.66770609           0.000    76.362      1,807.32
12-31-97  Current Value                                    28.16943249           0.000    76.362      2,151.08
Cumulative Total Return                                                                              115.11% A
Average Annual Total Return                                                                           16.56% B

                                RISING DIVIDENDS
12-31-92  Purchase                      $1,000.00         $10.84771473          92.185    92.185     $1,000.00
12-31-93  Current Value                                    15.36898235           0.000    92.185        952.05
12-31-94  Current Value                                    15.59407180           0.000    92.185        900.53
12-31-95  Current Value                                    18.07282328           0.000    92.185      1,152.17
12-31-96  Current Value                                    23.66770609           0.000    92.185      1,410.71
12-31-97  Current Value                                    28.16943249           0.000    92.185      1,850.56
Cumulative Total Return                                                                               85.06% A
Average Annual Total Return                                                                           13.10% B

                         TEMPLETON INTERNATIONAL EQUITY
12-31-92  Purchas                       $1,000.00          $9.64241309         103.708   103.708     $1,000.00
12-31-93  Current Value                                    12.22565227           0.000   103.708      1,267.90
12-31-94  Current Value                                    12.16131942           0.000   103.708      1,261.23
12-31-95  Current Value                                    13.26267921           0.000   103.708      1,375.45
12-31-96  Current Value                                    16.08142393           0.000   103.708      1,667.78
12-31-97  Current Value                                    17.71128511           0.000   103.708      1,836.81
Cumulative Total Return                                                                               83.68% A
Average Annual Total Return                                                                           12.93% B

                            TEMPLETON PACIFIC GROWTH

12-31-92  Purchase                     $1,000.00           $9.76096735         102.449   102.449     $1,000.00
12-31-93  Current Value                                    14.23330574           0.000   102.449      1,458.19
12-31-94  Current Value                                    12.80173310           0.000   102.449      1,311.52
12-31-95  Current Value                                    13.63037545           0.000   102.449      1,396.42
12-31-96  Current Value                                    14.93159316           0.000   102.449      1,529.72
12-31-97  Current Value                                     9.43102016           0.000   102.449        966.20
Cumulative Total Return                                                                               -3.38% A
Average Annual Total Return                                                                           -0.69% B

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

<TABLE>
<CAPTION>
                  ORIGINAL PURCHASE AS OF SUB-ACCOUNT INCEPTION
                     VALUATION DATE AS OF DECEMBER 31, 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
12-31-97  Current Value                                   13.12966406            0.000   100.000      1,312.97
          Cumulative Total Return                                                                     31.30% A
          Average Annual Total Return                                                                 17.73% B

                           GLOBAL UTILITIES SECURITIES
1-24-89       Purchase                     $1,000.00     $10.00000000          100.000   100.000     $1,000.00
1-24-90       Current Value                               11.48396786            0.000   100.000      1,148.40
1-24-91       Current Value                               11.97256112            0.000   100.000      1,197.26
1-24-92       Current Value                               14.23979461            0.000   100.000      1,423.98
1-24-93       Current Value                               15.97559846            0.000   100.000      1,597.56
1-24-94       Current Value                               16.50535338            0.000   100.000      1,650.54
1-24-95       Current Value                               15.57082971            0.000   100.000      1,557.08
1-24-96       Current Value                               19.81799066            0.000   100.000      1,981.80
12-31-97      Current Value                               25.81831690            0.000   100.000      2,581.83
              Cumulative Total Return                                                                158.18% A
              Average Annual Total Return                                                             11.19% B

                                GROWTH AND INCOME
1-24-89   Purchase                        $1,000.00      $10.00000000          100.000   100.000     $1,000.00
1-24-90   Current Value                                    9.60621064            0.000   100.000        960.62
1-24-91   Current Value                                   10.04911751            0.000   100.000      1,004.91
1-24-92   Current Value                                   12.19460473            0.000   100.000      1,219.46
1-24-93   Current Value                                   12.62194644            0.000   100.000      1,262.19
1-24-94   Current Value                                   14.16249217            0.000   100.000      1,416.25
1-24-95   Current Value                                   13.34952632            0.000   100.000      1,334.95
1-24-96   Current Value                                   17.36302808            0.000   100.000      1,736.30
12-31-97  Current Value                                   24.55079561            0.000   100.000      2,455.08
          Cumulative Total Return                                                                    145.51% A
          Average Annual Total Return                                                                 10.57% B

                                INCOME SECURITIES
1-24-89   Purchase                          $1,000.00    $10.00000000          100.000   100.000     $1,000.00
1-24-90   Current Value                                   10.71309911            0.000   100.000      1,071.31
1-24-91   Current Value                                    9.95244729            0.000   100.000        995.24
1-24-92   Current Value                                   14.03346495            0.000   100.000      1,403.35
1-24-93   Current Value                                   15.36060973            0.000   100.000      1,536.06
1-24-94   Current Value                                   17.72926867            0.000   100.000      1,772.93
1-24-95   Current Value                                   16.36456157            0.000   100.000      1,636.46
1-24-96   Current Value                                   20.20965612            0.000   100.000      2,020.97
12-31-97  Current Value                                   25.06461193            0.000   100.000      2,506.46
          Cumulative Total Return                                                                150.65% A
          Average Annual Total Return                                                             10.83% B

                                  MONEY MARKET
1-24-89   Purchase                         $1,000.00     $10.00000000          100.000   100.000     $1,000.00
1-24-90   Current Value                                   10.67978818            0.000   100.000      1,067.98
1-24-91   Current Value                                   11.32877884            0.000   100.000      1,132.88
1-24-92   Current Value                                   11.75876120            0.000   100.000      1,175.88
1-24-93   Current Value                                   11.94119334            0.000   100.000      1,194.12
1-24-94   Current Value                                   12.07592840            0.000   100.000      1,207.59
1-24-95   Current Value                                   12.38828249            0.000   100.000      1,238.83
1-24-96   Current Value                                   12.92030455            0.000   100.000      1,292.03
12-31-97  Current Value                                   13.86472844            0.000   100.000      1,386.47
          Cumulative Total Return                                                                     38.65% A
          Average Annual Total Return                                                                  3.72% B

                           MUTUAL DISCOVERY SECURITIES
11-8-96   Purchase                        $1,000.00      $10.00000000          100.000   100.000     $1,000.00
12-31-97  Current Value                                   11.98316359            0.000   100.000      1,198.32
          Cumulative Total Return                                                                     19.83% A
          Average Annual Total Return                                                                 17.11% B

                            MUTUAL SHARES SECURITIES
11-8-96   Purchase                       $1,000.00       $10.00000000          100.000   100.000     $1,000.00
12-31-97  Current Value                                   11.99296726            0.000   100.000      1,199.30
          Cumulative Total Return                                                                     19.93% A
          Average Annual Total Return                                                                 17.20% B

                             REAL ESTATE SECURITIES
1-24-89   Purchase                       $1,000.00       $10.00000000          100.000   100.000     $1,000.00
1-24-90   Current Value                                   10.13988901            0.000   100.000      1,013.99
1-24-91   Current Value                                    9.37706788            0.000   100.000        937.71
1-24-92   Current Value                                   12.28427530            0.000   100.000      1,228.43
1-24-93   Current Value                                   13.54478625            0.000   100.000      1,354.48
1-24-94   Current Value                                   15.37525910            0.000   100.000      1,537.53
1-24-95   Current Value                                   15.00928122            0.000   100.000      1,500.93
1-24-96   Current Value                                   18.15857148            0.000   100.000      1,815.86
12-31-97  Current Value                                   28.16943249            0.000   100.000      2,816.94
          Cumulative Total Return                                                                    181.69% A
          Average Annual Total Return                                                                 12.28% B

                                RISING DIVIDENDS
1-27-92   Purchase                       $1,000.00       $10.00000000          100.000   100.000     $1,000.00
1-27-93   Current Value                                   10.69831588            0.000   100.000      1,069.83
1-27-94   Current Value                                   10.38483458            0.000   100.000      1,038.48
1-27-95   Current Value                                    9.97357882            0.000   100.000        997.36
1-27-96   Current Value                                   12.53425589            0.000   100.000      1,253.43
12-31-97  Current Value                                   20.07430239            0.000   100.000      2,007.43
          Cumulative Total Return                                                                    100.74% A
          Average Annual Total Return                                                                 12.47% B
 
                                    SMALL CAP
11-1-95   Purchase                       $1,000.00       $10.00000000          100.000   100.000     $1,000.00
11-1-96   Current Value                                   12.15810442            0.000   100.000      1,215.81
12-31-97  Current Value                                   14.95194471            0.000   100.000      1,495.19
          Cumulative Total Return                                                                     49.52% A
          Average Annual Total Return                                                                 20.40% B

                       TEMPLETON DEVELOPING MARKETS EQUITY
3-15-94   Purchase                       $1,000.00      $10.00000000           100.000   100.000     $1,000.00
3-15-95   Current Value                                   8.62834892             0.000   100.000        862.83
3-15-96   Current Value                                  10.29583833             0.000   100.000      1,029.58
12-31-97  Current Value                                  10.34011278             0.000   100.000      1,034.01 
          Cumulative Total Return                                                                      3.40% A
          Average Annual Total Return                                                                   .88% B

                        TEMPLETON GLOBAL ASSET ALLOCATION
5-1-95    Purchase                       $1,000.00      $10.00000000           100.000   100.000      1,000.00
5-1-96    Current Value                                  11.25238520             0.000   100.000      1,125.24
12-31-97  Current Value                                  13.78572229             0.000   100.000      1,378.57
          Cumulative Total Return                                                                     37.86% A
          Average Annual Total Return                                                                 12.77% B

                             TEMPLETON GLOBAL GROWTH
3-15-94   Purchase                       $1,000.00      $10.00000000           100.000   100.000     $1,000.00
3-15-95   Current Value                                  10.10361218             0.000   100.000      1,010.36
3-15-96   Current Value                                  11.81545835             0.000   100.000      1,181.55
12-31-97  Current Value                                  15.17626475             0.000   100.000      1,517.63
          Cumulative Total Return                                                                     51.76% A
          Average Annual Total Return                                                                 11.60% B

                         TEMPLETON INTERNATIONAL EQUITY
1-27-92   Purchase                       $1,000.00      $10.00000000           100.000   100.000     $1,000.00
1-27-93   Current Value                                   9.54360836             0.000   100.000        954.36
1-27-94   Current Value                                  12.87738433             0.000   100.000      1,287.74
1-27-95   Current Value                                  11.94433728             0.000   100.000      1,194.43
1-27-96   Current Value                                  13.57666972             0.000   100.000      1,357.67
12-31-97  Current Value                                  17.71128511             0.000   100.000      1,771.13
          Cumulative Total Return                                                                     77.11% A
          Average Annual Total Return                                                                 10.12% B

                    TEMPLETON INTERNATIONAL SMALLER COMPANIES
5-1-96    Purchase                       $1,000.00      $10.00000000           100.000   100.000     $1,000.00
12-31-97  Current Value                                  10.82516357             0.000   100.000      1,082.52
          Cumulative Total Return                                                                      8.25% A
          Average Annual Total Return                                                                  4.87% B

                            TEMPLETON PACIFIC GROWTH
1-27-92   Purchase                       $1,000.00      $10.00000000           100.000   100.000     $1,000.00
1-27-93   Current Value                                   9.92851087             0.000   100.000        992.85
1-27-94   Current Value                                  14.10178760             0.000   100.000      1,410.18
1-27-95   Current Value                                  11.94769270             0.000   100.000      1,194.77
1-27-96   Current Value                                  14.49670523             0.000   100.000      1,449.67
12-31-97  Current Value                                   9.43102016             0.000   100.000        943.10
          Cumulative Total Return                                                                     -5.69% A
          Average Annual Total Return                                                                 -0.98% B

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


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