ALLIANZ LIFE VARIABLE ACCOUNT B
485BPOS, 1999-04-29
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                                                            File Nos. 33-72046
                                                                     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.          9                       (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
            Amendment No.    46                                           (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, 1999 pursuant to paragraph (b)of Rule 485
     _____     60 days after filing pursuant to paragraph (a)(1) of Rule 485
     _____     on (date) pursuant to paragraph (a)(1) of Rule 485
    

If appropriate, check the following:

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

   
Title of Securities Registered:

     Individual Deferred Variable Annuity Contracts
    


                            CROSS REFERENCE SHEET
                            (Required by Rule 495)
<TABLE>
<CAPTION>
Item No.                                                  Location
- --------                                                  --------
<S>       <C>                                             <C>
   
                             PART A
Item 1.   Cover Page . . . . . . . . . . . . . . . . . .  Cover Page

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

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

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

Item 5.   General Description of Registrant, Depositor,
          and Portfolio Companies. . . . . . . . . . . .  The Separate Account;
                                                          Allianz Life; Invest-
                                                          ment Options                                                         

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

Item 7.   General Description of Variable
          Annuity Contracts . . . . . . . . . . . . . .   The Franklin Valuemark
                                                          II and Franklin
                                                          Valuemark III Variable
                                                          Annuity Contracts

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

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

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

Item 11.  Redemptions. . . . . . . . . . . . . . . . . .  Access To Your Money

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

Item 13.  Legal Proceedings. . . . . . . . . . . . . . .  Not Applicable

Item 14.  Table of Contents of the Statement of           Table of Contents of
          Additional Information. . . . . . . . . . . .   the Statement of
                                                          Additional Informa-
                                                          tion
</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>
   
                                     PART A

                                                                        
         THE FRANKLIN VALUEMARK(R) II AND THE FRANKLIN VALUEMARK(R) III
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTHAMERICA

This prospectus  describes the Franklin  Valuemark II and the Franklin Valuemark
III Variable Annuity Contracts, each with a Fixed Account (Contracts) offered by
Allianz Life Insurance  Company of North America  (Allianz Life). All references
to "we," "us" and "our" refer to Allianz  Life.  This  prospectus  describes two
variable  annuity  contracts.  All  references  to the  Contract  refer  to both
contracts except where noted otherwise.

The  Contract  has 25  Variable  Options,  each of which  invests  in one of the
Portfolios  of Franklin  Valuemark  Funds listed below and the Fixed  Account of
Allianz Life. You can select up to 10 investment choices for additional Purchase
Payments  you make (which  includes  any of the  Variable  Options and the Fixed
Account). The Fixed Account may not be available in your state.

FRANKLIN VALUEMARK FUNDS:

PORTFOLIO SEEKING
CAPITAL PRESERVATION AND INCOME
Money Market Fund

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

PORTFOLIOS SEEKING GROWTH AND INCOME
Global Utilities Securities Fund
Growth and Income Fund
Income  Securities Fund
Mutual Shares  Securities Fund
Real Estate Securities Fund
Rising  Dividends Fund
Templeton Global Asset Allocation Fund
Value Securities Fund

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

Please read this prospectus  before investing and keep it for future  reference.
It  contains  important  information  about the  Franklin  Valuemark  II and the
Franklin Valuemark III Variable Annuity Contracts each with a Fixed Account.

To learn more about the Contracts  offered by this prospectus,  you can obtain a
copy of the Statement of Additional Information (SAI) dated May 1, 1999. The SAI
has been filed with the Securities and Exchange  Commission (SEC) and is legally
a part of this  prospectus.  The Table of  Contents  of the SAI is on Page 24 of
this prospectus. The SEC maintains a Web site (http://www.sec.gov) that contains
the  SAI,  material  incorporated  by  reference  and  other  information  about
companies  that file  electronically  with the SEC.  For a free copy of the SAI,
call us at (800)  342-3863 or write us at: 1750  Hennepin  Avenue,  Minneapolis,
Minnesota 55403-2195.

THE FRANKLIN VALUEMARK II AND FRANKLIN VALUEMARK III VARIABLE ANNUITY CONTRACTS:

O ARE NOT BANK DEPOSITS

O ARE NOT FEDERALLY INSURED

O ARE NOT ENDORSED BY ANY BANK OR GOVERNMENT AGENCY

O ARE NOT GUARANTEED AND MAY BE SUBJECT TO LOSS OF PRINCIPAL

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES  OR  DETERMINED  IF THIS  PROSPECTUS  IS  TRUTHFUL OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus is not an offering of the securities in any state,  country,  or
jurisdiction  in which we are not authorized to sell the  Contracts.  You should
rely  only  on the  information  contained  in this  prospectus  or that we have
referred you to. We have not authorized  anyone to provide you with  information
that is different.

In the State of Oregon,  all  references  to Franklin  Valuemark  II(R) refer to
Valuemark II and all references to Franklin  Valuemark III(R) refer to Valuemark
III.

Dated: May 1, 1999


TABLE OF CONTENTS
- --------------------------------------------------------------------------------

Index of Terms                                      3

Summary                                             4

Fee Table                                           7

The Franklin Valuemark II
and the Franklin Valuemark III
Variable Annuity Contracts                         12
   Contract Owner                                  12
   Contingent Owner
   (Franklin Valuemark II Contracts only)          12
   Joint Owner                                     12
   Annuitant                                       12
   Beneficiary                                     13
   Assignment                                      13

Annuity Payments (The Payout Phase)                13
   Annuity Options                                 13

Purchase                                           14
   Purchase Payments                               14
   Automatic Investment Plan                       14
   Allocation of Purchase Payments                 14
   Accumulation Units                              14

Investment Options                                 15
   Transfers                                       15
   Dollar Cost Averaging Program                   16
   Flexible Rebalancing                            17
   Voting Privileges                               17
   Substitution                                    17

Expenses                                           17
   Insurance Charges                               17
      Mortality and Expense Risk Charge            17
      Administrative Expense Charge                17
   Contract Maintenance Charge                     17
   Contingent Deferred Sales Charge                18
      Reduction or Elimination of the
      Contingent Deferred Sales Charge             18
   Transfer Fee                                    18
   Premium Taxes                                   18
   Income Taxes                                    19
   Portfolio Expenses                              19

Taxes                                              19
   Annuity Contracts in General                    19
   Qualified and Non-Qualified Contracts           19
   Multiple Contracts                              19
   Withdrawals - Non-Qualified Contracts           19
   Withdrawals - Qualified Contracts               20
   Withdrawals - Tax-Sheltered Annuities           20
   Diversification                                 20

Access to Your Money                               20
   Systematic Withdrawal Program                   21
   Minimum Distribution Program                    21
   Suspension of Payments or Transfers             21

Performance                                        21

Death Benefit                                      22
   Death of Contract Owner                         22
   Death of Annuitant                              23

Other Information                                  23
   Allianz Life                                    23
   Year 2000                                       23
   The Separate Account                            23
   Distribution                                    23
   Administration                                  24
   Financial Statements                            24

Table of Contents of the
Statement of Additional Information                24

Appendix                                           25


INDEX OF TERMS
- --------------------------------------------------------------------------------

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

                                                     Page
Accumulation Phase                                    12
Accumulation Unit                                     14
Annuitant                                             12
Annuity Options                                       13
Annuity Payments                                      13
Annuity Unit                                          14
Beneficiary                                           13
Contract                                              12
Contract Owner                                        12
Fixed Account                                         12
Income Date                                           13
Joint Owner                                           12
Non-Qualified                                         19
Payout Phase                                          13
Portfolios                                            15
Purchase Payment                                      14
Qualified                                             19
Tax Deferral                                          19
Variable Option                                       12




SUMMARY
- --------------------------------------------------------------------------------

The  sections in the summary  correspond  to sections in this  prospectus  which
discuss the topics in more detail.

THE FRANKLIN VALUEMARK II AND
THE FRANKLIN VALUEMARK III
VARIABLE ANNUITY CONTRACTS

The  Franklin  Valuemark  II and the Franklin  Valuemark  III  variable  annuity
contracts offered by Allianz Life are each a Contract between you, the owner and
Allianz Life.  The Contracts are no longer  offered for sale.  However,  you can
make additional Purchase Payments to your Contract.

The Contract  provides a means for  investing  on a  tax-deferred  basis.  It is
intended for retirement  savings or other  long-term  investment  purposes.  The
Contract provides for a death benefit and guaranteed annuity income options.

The Contract has 25 Variable  Options,  each of which  invests in a Portfolio of
Franklin  Valuemark  Funds,  and a Fixed Account of Allianz Life. The Portfolios
are  managed  by  Franklin  Advisers,   Inc.  and  its  Templeton  and  Franklin
affiliates.  Depending upon market conditions, you can make or lose money in the
Contract based on the  Portfolios'  investment  performance.  The Portfolios are
designed to offer a better return than the Fixed Account,  however,  this is not
guaranteed.  The Fixed  Account  offers an interest  rate that is  guaranteed by
Allianz Life for a year at a time.

Currently,  you can put your money in up to 10 investment choices for additional
Purchase  Payments you make (which  includes any of the 25 Variable  Options and
the Allianz Life Fixed Account).  Allianz Life has the right to limit the number
of Variable  Options and the Fixed Account to which you may invest in at any one
time (now or in the future).

Like  all  deferred  annuity  contracts,  your  Contract  has  two  phases:  the
accumulation  phase and the payout phase.  During the accumulation  phase,  your
earnings  accumulate  on a  tax-deferred  basis and are based on the  investment
performance  of the  portfolio(s)  you select and/or the interest rate earned on
the money you have in the fixed  account.  During the  accumulation  phase,  the
earnings are taxed as income only when you make a  withdrawal.  The payout phase
occurs when you begin receiving regular payments from your Contract.

ANNUITY PAYMENTS (THE PAYOUT PHASE)

You can receive monthly annuity  payments from your Contract by selecting one of
the Annuity Options we offer. Once you begin receiving regular Annuity Payments,
you cannot change your Annuity Option or surrender your Contract.

During the payout phase, you may select from the Variable  Options  available or
the Fixed Account for your investment choices.  You may elect to receive Annuity
Payments as a variable payout, a fixed payout,  or a combination of both. If you
choose to have any part of your payments based on Portfolio  performance  (i.e.,
variable payout),  the dollar amount of your Annuity Payments may go up or down,
depending on the investment performance of the Portfolios you choose.

PURCHASE

You can add $250 ($100 if you select the automatic  investment plan) or more for
additional purchases any time during the Accumulation Phase. This product is not
appropriate for market timers.

o    Automatic Investment Plan - You can automatically add to your Contract on a
     monthly  or  quarterly  basis  for as  little  as $100.  You can do this by
     electronically transferring money from your savings or checking account.

INVESTMENT OPTIONS

You may select the Allianz Life Fixed Account and/or the Variable  Options which
invest in Class 1 shares of the  Portfolios of Franklin  Valuemark  Funds listed
below.  Franklin  Valuemark Funds has two classes of shares. You may only invest
in Class 1 shares with the Contract.

FRANKLIN VALUEMARK FUNDS:

PORTFOLIO SEEKING
CAPITAL PRESERVATION AND INCOME
Money Market Fund

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

PORTFOLIOS SEEKING GROWTH AND INCOME
Global Utilities Securities Fund
Growth and Income Fund
Income  Securities  Fund
Mutual Shares  Securities Fund
Real Estate Securities Fund
Rising  Dividends Fund
Templeton  Global Asset  Allocation Fund
Value Securities Fund

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

You can make or lose money based on the Portfolios' performance.

EXPENSES

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

o    The  mortality  and expense risk charge is equal,  on an annual  basis,  to
     1.25% total of the average  daily value of your  Contract  allocated to the
     Variable Options.

o    The administrative  expense charge is equal, on an annual basis, to .15% of
     the average daily value of your Contract allocated to the Variable Options.
     Together,  we  refer to the  mortality  and  expense  risk  charge  and the
     administrative expense charge as the insurance charges.

o    During the Accumulation  Phase,  every year, at each Contract  anniversary,
     Allianz Life deducts a $30 contract  maintenance charge from your Contract.
     The fee is assessed on the last day of each  Contract  year.  Allianz  Life
     currently waives this charge if the value of your Contract or your Purchase
     Payments less  withdrawals is at least  $100,000.  Currently,  Allianz Life
     also waives the charge  during the Payout Phase if your  Contract  value at
     the Income Date is at least $100,000.

o    There are also annual Portfolio  operating  expenses,  which vary depending
     upon the Portfolio(s)  you select.  These expenses range from .49% to 1.41%
     of the average daily value of the Portfolios' Class 1 shares.

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

o    If you make a  withdrawal  from the  Contract,  Allianz  Life may  assess a
     contingent  deferred sales charge  (withdrawal  charge).  The amount of the
     charge  depends  upon the  length  of time  since  you made  your  Purchase
     Payment.  Each Purchase Payment you add to your Contract has its own 5 year
     contingent  deferred  sales  charge  period.  The charge  may be  different
     depending  upon  whether  you own a Franklin  Valuemark  II  Contract  or a
     Franklin Valuemark III Contract. The charge is:

     FRANKLIN VALUEMARK II:         FRANKLIN VALUEMARK III:
     -----------------------        -----------------------

                CHARGE (AS A                   CHARGE (AS A
     YEARS SINCE PERCENTAGE         YEARS SINCE PERCENTAGE
     PURCHASE   OF PURCHASE         PURCHASE   OF PURCHASE
     PAYMENT    PAYMENTS)           PAYMENT    PAYMENTS)
     -----------------------        -----------------------
      0-1         5%                 0-1         6%
      1-2         5%                 1-2         5%
      2-3         4%                 2-3         4%
      3-4         3%                 3-4         3%
      4-5        1.5%                4-5        1.5%
      5+          0%                 5+          0%

     Once each Contract year,  you can make a partial withdrawal of up to 15% of
     the Purchase Payments you have made less prior withdrawals and Allianz Life
     will not deduct the contingent  deferred sales charge. If you do not make a
     withdrawal in a Contract year, you may take that 15% in future years.

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

TAXES

You do not have to pay taxes on any earnings  until you withdraw money from your
Contract.  In most cases, if you make a withdrawal,  earnings come out first and
are taxed as income.  If you are younger than 591/2 when you make a  withdrawal,
you may be charged a 10% federal tax penalty on the taxable  amounts  withdrawn.
Payments during the payout phase are considered partly a return of your original
investment.  That part of each payment is not taxable as income. If the Contract
is tax-qualified, the entire payment may be taxable.

ACCESS TO YOUR MONEY

You may make a withdrawal  at any time during the  Accumulation  Phase.  You may
request a  withdrawal  or elect the  Systematic  Withdrawal  Program  or Minimum
Distribution Program, which are briefly described below. Of course, you may also
have to pay  income  tax and a tax  penalty  on any  money  you  take out of the
Contract.

o    SYSTEMATIC  WITHDRAWAL  PROGRAM  - You can  elect  to  receive  monthly  or
     quarterly  payments  from  Allianz  Life  while  your  Contract  is in  the
     Accumulation Phase. Of course, you may have to pay tax penalties and income
     taxes on the money you receive.

o    MINIMUM  DISTRIBUTION  PROGRAM - You can  arrange to have money sent to you
     each month or quarter to meet certain  required  distribution  requirements
     imposed by the Internal Revenue Code for IRAs (generally after age 701/2).

PERFORMANCE

The value of the Contract will vary up or down depending upon the performance of
the  Portfolio(s)  you choose.  From time to time,  Allianz  Life may  advertise
performance. The SAI contains performance information. Past performance is not a
guarantee of future results.

DEATH BENEFIT

If you die during the  Accumulation  Phase, the person you have selected as your
Beneficiary will receive a death benefit.

OTHER INFORMATION

NO PROBATE. In most cases, when you die, your Beneficiary will receive the death
benefit without going through probate.

ADDITIONAL FEATURES:

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

O    DOLLAR COST AVERAGING PROGRAM - You can arrange to have a regular amount of
     money automatically transferred from selected Variable Options or the Fixed
     Account to other  Variable  Options each month or each quarter (but it does
     not have to be a calendar quarter.) Theoretically this can give you a lower
     average cost per unit over time than a single one-time  purchase.  However,
     there are no guarantees that this will take place.

O    FLEXIBLE  REBALANCING  - Allianz  Life  will  automatically  readjust  your
     Contract value among the Variable  Options that you have chosen to maintain
     your specified allocation mix. This can be done quarterly, semi-annually or
     annually.

These features may not be suitable for your particular situation.


INQUIRIES

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

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


<PAGE>

FEE TABLE
- --------------------------------------------------------------------------------

The purpose of this Fee Table is to help you  understand the costs of investing,
directly or indirectly,  in the Contract.  It reflects  expenses of the Separate
Account as well as the Portfolios.

CONTRACT OWNER TRANSACTION FEES

Contingent Deferred Sales Charge*
(as a percentage of Purchase Payments)

   FRANKLIN VALUEMARK II:            FRANKLIN VALUEMARK III:
  -----------------------          -------------------------
  YEARS SINCE                       YEARS SINCE
   PURCHASE                          PURCHASE
   PAYMENT      CHARGE               PAYMENT      CHARGE
  -----------------------          -------------------------
      0-1         5%                    0-1         6%
      1-2         5%                    1-2         5%
      2-3         4%                    2-3         4%
      3-4         3%                    3-4         3%
      4-5        1.5%                   4-5        1.5%
      5+          0%                    5+          0%

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

CONTRACT MAINTENANCE CHARGE***.....  $30 per Contract per year


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

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

*Once each Contract year, you may make a partial  withdrawal of up to 15% of the
Purchase  Payments  you have made (less  prior  withdrawals)  and no  contingent
deferred  sales  charge will be assessed.  If you do not make a withdrawal  in a
Contract year, you may take that 15% in future years. See "Access to Your Money"
for  additional  options.
**The  Contract  provides that if more than three  transfers have been made in a
Contract year, Allianz Life may deduct a transfer fee.  Currently,  Allianz Life
permits you to make 12 free transfers each year. Market timing transfers may not
be permitted.
***During  the  Accumulation  Phase,  the  charge is waived if the value of your
Contract or the Purchase  Payments you have made (less  withdrawals) is at least
$100,000.  Currently,  the charge is also waived  during the Payout Phase if the
value of your Contract at the Income Date is at least $100,000.


<PAGE>

<TABLE>
<CAPTION>

FRANKLIN VALUEMARK FUNDS' ANNUAL EXPENSES: CLASS 1 SHARES
(as a percentage of Franklin Valuemark Funds' average net assets)

The Management and Portfolio  Administration  Fees and Total Annual Expenses for
each Portfolio are based on a percentage of that Portfolio's  average net assets
for the most recent fiscal year. See the prospectus for Franklin Valuemark Funds
for more information.

                                                         MANAGEMENT
                                                       AND PORTFOLIO                 OTHER          TOTAL ANNUAL
                                                    ADMINISTRATION FEES1           EXPENSES           EXPENSES
- ----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                            <C>              <C>
Capital Growth Fund                                         .75%                     .02%               .77%

Global Health Care Securities Fund2                         .75%                     .09%               .84%

Global Utilities Securities Fund                            .47%                     .03%               .50%

Growth and Income Fund                                      .47%                     .02%               .49%

High Income Fund                                            .50%                     .03%               .53%

Income Securities Fund                                      .47%                     .02%               .49%

Money Market Fund                                           .51%                     .02%               .53%

Mutual Discovery Securities Fund                            .95%                     .05%               1.00%

Mutual Shares Securities Fund                               .74%                     .03%               .77%

Natural Resources Securities Fund                           .62%                     .02%               .64%

Real Estate Securities Fund                                 .52%                     .02%               .54%

Rising Dividends Fund                                       .70%                     .02%               .72%

Small Cap Fund                                              .75%                     .02%               .77%

Templeton Developing Markets Equity Fund                    1.25%                    .16%               1.41%

Templeton Global Asset Allocation Fund                      .80%                     .04%               .84%

Templeton Global Growth Fund                                .83%                     .05%               .88%

Templeton Global Income Securities Fund                     .57%                     .06%               .63%

Templeton International Equity Fund                         .80%                     .08%               .88%

Templeton International Smaller Companies Fund              1.00%                    .10%               1.10%

Templeton Pacific Growth Fund                               .99%                     .11%               1.10%

U.S. Government Securities Fund                             .48%                     .02%               .50%

Value Securities Fund2                                      .75%                     .08%               .83%

Zero Coupon Fund - 2000                                     .63%                     .03%               .66%

Zero Coupon Fund - 2005                                     .63%                     .03%               .66%

Zero Coupon Fund - 2010                                     .62%                     .04%               .66%
- ----------------------------------------------------------------------------------------------------------------
<FN>
1. The Portfolio  Administration  Fee is a direct  expense for the Global Health
Care Securities  Fund, the Mutual  Discovery  Securities Fund, the Mutual Shares
Securities  Fund,  the Templeton  Global Asset  Allocation  Fund,  the Templeton
International  Smaller  Companies  Fund, and the Value  Securities  Fund.  Other
Portfolios pay for similar services  indirectly  through the Management Fee. See
the Franklin Valuemark Funds prospectus for further information  regarding these
fees.
2. The Global Health Care  Securities  Fund and the Value  Securities Fund
commenced  operations May 1, 1998.  The expenses shown for these  Portfolios are
therefore estimated for 1999.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

EXAMPLES

o    The examples  below should not be  considered a  representation  of past or
     future expenses. Actual expenses may be greater or less than those shown.

o    The $30  contract  maintenance  charge is  included  in the  examples  as a
     prorated  charge of $1.  Since the average  Contract  size is greater  than
     $1,000, the contract maintenance charge is reduced accordingly.

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

o    For additional information, see "Expenses" and the Franklin Valuemark Funds
     prospectus.

FRANKLIN VALUEMARK II CONTRACTS:

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

                                                        1 YEAR           3 YEARS           5 YEARS         10 YEARS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>               <C>             <C>
Capital Growth Fund                                       $66             $ 93              $125             $260

Global Health Care Securities Fund*                       $66             $ 95              $129             $267

Global Utilities Securities Fund                          $63             $ 85              $111             $232

Growth and Income Fund                                    $63             $ 84              $111             $231

High Income Fund                                          $63             $ 86              $113             $235

Income Securities Fund                                    $63             $ 84              $111             $231

Money Market Fund                                         $63             $ 86              $113             $235

Mutual Discovery Securities Fund                          $68             $100              $137             $284

Mutual Shares Securities Fund                             $66             $ 93              $125             $260

Natural Resources Securities Fund                         $64             $ 89              $119             $247

Real Estate Securities Fund                               $63             $ 86              $113             $236

Rising Dividends Fund                                     $65             $ 91              $123             $255

Small Cap Fund                                            $66             $ 93              $125             $260

Templeton Developing Markets Equity Fund                  $72             $112              $157             $324

Templeton Global Asset Allocation Fund                    $66             $ 95              $129             $267

Templeton Global Growth Fund                              $67             $ 96              $131             $272

Templeton Global Income Securities Fund                   $64             $ 89              $118             $246

Templeton International Equity Fund                       $67             $ 96              $131             $272

Templeton International Smaller Companies Fund            $69             $103              $142             $294

Templeton Pacific Growth Fund                             $69             $103              $142             $294

U.S. Government Securities Fund                           $63             $ 85              $111             $232

Value Securities Fund*                                    $66             $ 95              $128             $266

Zero Coupon Fund - 2000                                   $64             $ 90              $120             $249

Zero Coupon Fund - 2005                                   $64             $ 90              $120             $249

Zero Coupon Fund - 2010                                   $64             $ 90              $120             $249
- -------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

FRANKLIN VALUEMARK III CONTRACTS:

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

                                                        1 YEAR           3 YEARS           5 YEARS         10 YEARS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>               <C>             <C>


Capital Growth Fund                                       $74             $ 93              $125             $260

Global Health Care Securities Fund*                       $75             $ 95              $129             $267

Global Utilities Securities Fund                          $71             $ 85              $111             $232

Growth and Income Fund                                    $71             $ 84              $111             $231

High Income Fund                                          $72             $ 86              $113             $235

Income Securities Fund                                    $71             $ 84              $111             $231

Money Market Fund                                         $72             $ 86              $113             $235

Mutual Discovery Securities Fund                          $76             $100              $137             $284

Mutual Shares Securities Fund                             $74             $ 93              $125             $260

Natural Resources Securities Fund                         $73             $ 89              $119             $247

Real Estate Securities Fund                               $72             $ 86              $113             $236
Rising Dividends Fund                                     $74             $ 91              $123             $255

Small Cap Fund                                            $74             $ 93              $125             $260

Templeton Developing Markets Equity Fund                  $80             $112              $157             $324

Templeton Global Asset Allocation Fund                    $75             $ 95              $129             $267

Templeton Global Growth Fund                              $75             $ 96              $131             $272

Templeton Global Income Securities Fund                   $73             $ 89              $118             $246

Templeton International Equity Fund                       $75             $ 96              $131             $272

Templeton International Smaller Companies Fund            $77             $103              $142             $294

Templeton Pacific Growth Fund                             $77             $103              $142             $294

U.S. Government Securities Fund                           $71             $ 85              $111             $232

Value Securities Fund*                                    $75             $ 95              $128             $266

Zero Coupon Fund - 2000                                   $73             $ 90              $120             $249

Zero Coupon Fund - 2005                                   $73             $ 90              $120             $249

Zero Coupon Fund - 2010                                   $73             $ 90              $120             $249
- -------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

FRANKLIN VALUEMARK II AND FRANKLIN VALUEMARK III CONTRACTS:

You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual  return on your money if you do not  surrender  your  Contract  or if you
apply the Contract value to an Annuity Option:

                                                        1 YEAR           3 YEARS           5 YEARS         10 YEARS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>               <C>             <C>


Capital Growth Fund                                       $23              $71              $121             $260

Global Health Care Securities Fund*                       $24              $73              $125             $267

Global Utilities Securities Fund                          $20              $63              $108             $232

Growth and Income Fund                                    $20              $62              $107             $231

High Income Fund                                          $21              $64              $109             $235

Income Securities Fund                                    $20              $62              $107             $231

Money Market Fund                                         $21              $64              $109             $235

Mutual Discovery Securities Fund                          $25              $78              $133             $284

Mutual Shares Securities Fund                             $23              $71              $121             $260

Natural Resources Securities Fund                         $22              $67              $115             $247

Real Estate Securities Fund                               $21              $64              $110             $236

Rising Dividends Fund                                     $23              $69              $119             $255

Small Cap Fund                                            $23              $71              $121             $260

Templeton Developing Markets Equity Fund                  $29              $90              $153             $324

Templeton Global Asset Allocation Fund                    $24              $73              $125             $267

Templeton Global Growth Fund                              $24              $74              $127             $272

Templeton Global Income Securities Fund                   $22              $67              $114             $246

Templeton International Equity Fund                       $24              $74              $127             $272

Templeton International Smaller Companies Fund            $26              $81              $138             $294

Templeton Pacific Growth Fund                             $26              $81              $138             $294

U.S. Government Securities Fund                           $20              $63              $108             $232

Value Securities Fund*                                    $24              $73              $124             $266

Zero Coupon Fund -2000                                    $22              $68              $116             $249

Zero Coupon Fund -2005                                    $22              $68              $116             $249

Zero Coupon Fund - 2010                                   $22              $68              $116             $249
- -------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated
</FN>
See the Appendix for Accumulation Unit Values - Condensed Financial Information.
</TABLE>

<PAGE>

THE FRANKLIN VALUEMARK II AND
THE FRANKLIN VALUEMARK III
VARIABLE ANNUITY CONTRACTS
- --------------------------------------------------------------------------------

This prospectus  describes two variable deferred annuity contracts,  each with a
Fixed  Account  which are issued by Allianz  Life.  The  Contracts are no longer
offered for sale.  However,  you can make additional  Purchase  Payments to your
Contract.

An annuity is a contract  between you, the owner,  and an insurance  company (in
this case Allianz  Life),  where the insurance  company  promises to pay you (or
someone else you choose) an income, in the form of Annuity Payments. The Annuity
Payments  must begin on a  designated  date that is at least one month  after we
issue your Contract.  Until you decide to begin receiving Annuity Payments, your
annuity is in the Accumulation Phase. Once you begin receiving Annuity Payments,
your Contract switches to the Payout Phase.

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

You have 26 investment choices - the 25 Variable Options,  each of which invests
in one of the Portfolios of Franklin  Valuemark  Funds, and the Fixed Account of
Allianz Life. The Contract is called a variable  annuity  because you can choose
among 25 Variable Options and, depending upon market conditions, you can make or
lose money in the Contract based on the investment performance of the Portfolios
of Franklin  Valuemark  Funds.  The  Portfolios  are  designed to offer a better
return than the Fixed Account.  However,  this is not guaranteed.  If you select
the variable  annuity portion of the Contract,  the amount of money you are able
to accumulate in your Contract  during the  Accumulation  Phase depends in large
part upon the investment  performance of the Portfolio(s) you select. The amount
of the Annuity  Payments  you receive  during the Payout Phase from the variable
annuity  portion of the Contract also depends in large part upon the  investment
performance of the Portfolios you select for the Payout Phase.

The Contract also contains a Fixed Account. The Fixed Account offers an interest
rate that is  guaranteed  by  Allianz  Life for all  deposits  made  within  the
twelve-month  period.  Your initial  interest  rate is set on the date when your
money is invested  in the Fixed  Account  and  remains  effective  for one year.
Initial  interest rates are declared  monthly.  Allianz Life guarantees that the
interest credited to the Fixed Account will not be less than 3% per year. If you
select  the Fixed  Account,  your money  will be placed  with the other  general
assets of Allianz  Life.  Allianz Life may change the terms of the Fixed Account
in the future - please contact  Allianz Life for the most current terms.  If you
select the Fixed Account, the amount of money you are able to accumulate in your
Contract during the Accumulation  Phase depends upon the total interest credited
to your Contract.

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

CONTRACT OWNER

You, as the Contract Owner, have all the rights under the Contract. The Contract
Owner is as designated at the time the Contract is issued,  unless changed.  The
Contract  Owner remains the Contract Owner after the Income Date. You may change
Contract  Owners (or  Contingent  Owners with  respect to Franklin  Valuemark II
Contracts) at any time.  This may be a taxable  event.  You should  consult with
your tax adviser before doing this.

CONTINGENT OWNER
(FRANKLIN VALUEMARK II CONTRACTS ONLY)

In Contracts containing  Contingent Owner provisions,  you can name a Contingent
Owner. Any Contingent Owner must be the spouse of the other Contract Owner.

JOINT OWNER

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

With respect to Franklin Valuemark II Contracts, if a Contingent Owner is named,
upon the death of the  Contract  Owner before the Income  Date,  the  Contingent
Owner,  if any,  becomes the designated  Beneficiary and we will treat any other
Beneficiary named as a contingent Beneficiary unless otherwise indicated.

ANNUITANT

The Annuitant is the natural person on whose life we base Annuity Payments.  You
name an Annuitant. The Annuitant cannot be older than 85 years old when we issue
a Contract. Joint Annuitants are allowed during the Payout Phase. You may change
the Annuitant at any time before the Income Date unless the Contract is owned by
a non-individual (for example, a corporation).

BENEFICIARY

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

ASSIGNMENT

You can  transfer  ownership  (assign)  the  Contract  at any time  during  your
lifetime. Allianz Life will not be bound by the assignment until it receives the
written  notice of the  assignment.  Allianz  Life  will not be  liable  for any
payment  or other  action it takes in  accordance  with the  Contract  before it
receives notice of the  assignment.  Any assignment made after the death benefit
has become  payable can only be done with our consent.  An  assignment  may be a
taxable event.

If the  Contract is issued  pursuant to a Qualified  plan,  you may be unable to
assign the Contract.


ANNUITY PAYMENTS
(THE PAYOUT PHASE)
- --------------------------------------------------------------------------------

You can receive  regular  monthly income  payments under your Contract.  You can
choose the month and year in which those payments  begin.  We call that date the
Income  Date.  Your Income Date must be the first day of a calendar  month.  The
Income  Date  cannot be later  than the month  following  the  Annuitant's  85th
birthday  or 10  years  (8 years  in  Pennsylvania)  from the day we issue  your
Contract,  if later. With respect to Franklin Valuemark II Contracts,  if you do
not select an Income Date, the Income Date will be the later of the  Annuitant's
65th birthday (or 85th birthday for certain  Contracts) or 10 years from the day
we issue your  Contract.  You can also choose among income plans.  We call those
Annuity Options.

We ask you to choose your Income Date when you  purchase the  Contract.  You can
change it at any time  before the Income Date with 30 days notice to us. You (or
someone you designate) will receive the Annuity  Payments.  You will receive tax
reporting on those payments.

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

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

If you  choose  to have  any  portion  of your  Annuity  Payments  based  on the
investment  performance  of the Variable  Option(s),  the dollar  amount of your
payments will depend upon three things:

1)   the value of your Contract in the Variable Option(s) on the Income Date,

2)   the 5% assumed  investment rate used in the annuity table for the Contract,
     and

3)   the performance of the Variable Option(s) you selected.

If the actual  performance  exceeds the 5% assumed investment rate, your Annuity
Payments  will  increase.  Similarly,  if the actual  rate is less than 5%, your
Annuity Payments will decrease.

ANNUITY OPTIONS

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

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

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

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

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

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


PURCHASE
- --------------------------------------------------------------------------------

PURCHASE PAYMENTS

A  Purchase  Payment  is the money  you  invest  in the  Contract.  You can make
additional  Purchase  Payments  of $250 or more  (or as low as $100 if you  have
selected the  Automatic  Investment  Plan).  We reserve the right to decline any
Purchase Payments.  This product is not designed for professional  market timing
organizations,  other entities,  or persons using programmed,  large or frequent
transfers.

AUTOMATIC INVESTMENT PLAN

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

ALLOCATION OF PURCHASE PAYMENTS

We ask  that you  allocate  your  money in  either  whole  percentages  or round
dollars.  Transfers do not change the allocation  instructions for payments. You
can instruct us how to allocate additional Purchase Payments you make. If you do
not  instruct  us,  we will  allocate  them  in the  same  way as your  previous
instructions  to us. You may change the  allocation of future  payments  without
fee,  penalty or other charge upon written notice or telephone  instructions  to
the Valuemark  Service Center. A change will be effective for payments  received
on or after we receive your notice or  instructions.  Allianz Life  reserves the
right to limit the  number of  Variable  Options  that you may  invest in at one
time.  Currently,  you  may  invest  in up  to 10  investment  choices  for  the
additional Purchase Payments you make at any one time (which includes any of the
25 Variable Options which invest in a Portfolio of Franklin  Valuemark Funds and
the  Allianz  Life  Fixed  Account).  In  Washington,  the Fixed  Account is not
available.  We may change this in the future.  However, we will always allow you
to invest in at least five Variable Options.

If you make additional  Purchase Payments,  we will credit these amounts to your
Contract  within one  business  day.  Our  business day closes when the New York
Stock Exchange closes, which is usually at 4:00 p.m. Eastern Time.

ACCUMULATION UNITS

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

Every  business  day we  determine  the value of an  Accumulation  Unit for each
Variable Option. We do this by:

1.   determining  the total amount of money invested in the particular  Variable
     Option;

2.   subtracting  from that amount the mortality and expense risk charge and the
     administrative  expense  charge and any other charges such as taxes we have
     deducted; and

3.   dividing this amount by the number of outstanding Accumulation Units.

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

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

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

EXAMPLE:

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


INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

The  Contract  offers  Variable  Options  which  invest  in Class 1 shares of 25
Portfolios of Franklin Valuemark Funds. The Contract also offers a Fixed Account
of Allianz Life. Additional Portfolios may be available in the future.

You should read the Franklin  Valuemark Funds  prospectus  (which is attached to
this prospectus) carefully before investing.

Franklin  Valuemark  Funds (Trust) is the mutual fund  underlying your Contract.
Each Portfolio has its own investment objective. The Trust issues two classes of
shares which are described in the attached Trust prospectus. Only Class 1 shares
are available  with your  Contract.  Investment  managers for each Portfolio are
listed in the table  below and are as follows:  Franklin  Advisers,  Inc.  (FA),
Franklin  Advisory  Services,  LLC (FAS),  Franklin Mutual Advisers,  LLC (FMA),
Templeton Asset Management Ltd. (TAM),  Templeton Global Advisors Limited (TGA),
and Templeton Investment Counsel, Inc. (TIC). Certain managers have retained one
or more affiliated subadvisers to help them manage the Portfolios.

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

                                               INVESTMENT
AVAILABLE PORTFOLIOS                            MANAGERS
- ---------------------------------------------------------
PORTFOLIO SEEKING
CAPITAL PRESERVATION AND INCOME
Money Market Fund                                  FA

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

PORTFOLIOS SEEKING GROWTH AND INCOME
Global Utilities Securities Fund                   FA
Growth and Income Fund                             FA
Income Securities Fund                             FA
Mutual Shares Securities Fund                      FMA
Real Estate Securities Fund                        FA
Rising Dividends Fund                              FAS
Templeton Global Asset Allocation Fund             TGA
Value Securities Fund                              FAS

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

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

TRANSFERS

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

Your Contract  provides that you can make 3 transfers every year without charge.
However,  currently  Allianz Life  permits you to make 12  transfers  every year
without charge. We measure a year from the anniversary of the day we issued your
Contract.  You can make a transfer  to or from the Fixed  Account and to or from
any Variable  Option.  If you make more than 12 transfers in a year,  there is a
transfer fee deducted. The fee is $25 per transfer or, if less, 2% of the amount
transferred.  After the Income Date, if you selected a variable payout,  you can
make  transfers.  Allianz Life reserves the right to charge for transfers  after
the Income Date.

The following applies to any transfer:

1.   The minimum amount which you can transfer is $1,000 or your entire value in
     the Variable Option and/or the Fixed Account, if less.

2.   You cannot make a partial  transfer if the value  remaining in the Variable
     Option or the Fixed Account would be less than $1,000.

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

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

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

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

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

8.   During the Payout  Phase,  you cannot make a transfer if it would result in
     any Variable  Option or the Fixed  Account  providing  less than 10% of the
     annuity benefits under the Contract.

Allianz  Life  reserves  the right at any time and without  prior  notice to any
party to modify,  terminate or suspend the transfer provisions above, subject to
applicable state law.

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

DOLLAR COST AVERAGING PROGRAM

The Dollar Cost Averaging  Program allows you to  systematically  transfer a set
amount of money each month or quarter from any one Variable  Option or the Fixed
Account to up to eight of the other Variable Options. The Variable Option(s) you
transfer from may not be the Variable Option(s) you transfer to in this program.
By allocating  amounts on a regularly  scheduled basis, as opposed to allocating
the total amount at one  particular  time,  you may be less  susceptible  to the
impact of market  fluctuations.  You may only participate in this program during
the Accumulation Phase.

There are two Dollar Cost Averaging options. The first option is the Dollar Cost
Averaging  Fixed Option.  It is available for additional  Purchase  Payments you
make to your existing Contract. You will receive a special fixed rate guaranteed
for one year by Allianz Life.  Dollar cost averaging will take place over twelve
months from the DCA Fixed Account into the target Portfolio of your choice.  The
required  minimum  investment is $6,000.  The Dollar Cost Averaging Fixed Option
may not be available in your state.

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

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

Your participation in the program will end when any of the following occurs:

1.   the number of desired transfers have been made;

2.   you do not have enough money in the Variable Option(s) or the Fixed Account
     to make the  transfer  (if less money is  available,  that  amount  will be
     dollar cost averaged and the program will end);

3.   you request to terminate  the program  (your request must be received by us
     by the first of the month to terminate that month); or

4.   the Contract is terminated.

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

FLEXIBLE REBALANCING

Once your money has been invested,  the performance of the Variable  Options may
cause your chosen allocation to shift.  Flexible Rebalancing is designed to help
you maintain your specified allocation mix among the different Variable Options.
You can direct us to readjust your Contract value on a quarterly, semi-annual or
annual basis to return to your original  Variable Option  allocations.  Flexible
Rebalancing transfers are done on calendar quarters only and will be made on the
20th day of the month unless that day is not a business  day. If it is not, then
the  transfer  will be made on the  previous  day. We must  receive a request to
participate  in the program by the 8th of the month for Flexible  Rebalancing to
begin that month. If you participate in Flexible Rebalancing, the transfers made
under the program are not taken into account in  determining  any transfer  fee.
The Fixed Account is not permitted to be part of Flexible Rebalancing.

VOTING PRIVILEGES

Allianz  Life is the  legal  owner  of the  Trust's  Class 1  Portfolio  shares.
However,  when a Portfolio  solicits  proxies in conjunction  with a shareholder
vote which affects your investment,  Allianz Life will obtain from you and other
affected  Contract Owners  instructions as to how to vote those shares.  When we
receive those instructions,  we will vote all of the shares we own in proportion
to those instructions.  This will also include any shares that Allianz Life owns
on its own behalf.  Should Allianz Life determine that it is no longer  required
to comply with the above, we will vote the shares in our own right.

SUBSTITUTION

Allianz Life may substitute  one of the Variable  Options you have selected with
another Variable Option.  We would not do this without the prior approval of the
Securities and Exchange Commission.  We will give you notice of our intention to
do this.  We may also limit further  investment in a Variable  Option if we deem
the investment inappropriate.


EXPENSES
- --------------------------------------------------------------------------------

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

INSURANCE CHARGES

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

MORTALITY AND EXPENSE RISK CHARGE.  This charge is equal, on an annual basis, to
1.25% of the average daily value of the Contract  invested in a Variable Option,
after  the  deduction  of  expenses.  This  charge  compensates  us for  all the
insurance  benefits  provided by your  Contract (for  example,  our  contractual
obligation  to make  Annuity  Payments,  the death  benefits,  certain  expenses
related to the  Contract,  and for  assuming  the risk  (expense  risk) that the
current  charges  will be  insufficient  in the  future  to  cover  the  cost of
administering the Contract).

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

CONTRACT MAINTENANCE CHARGE

Every year on the anniversary of the date when your Contract was issued, Allianz
Life  deducts $30 from your  Contract  as a contract  maintenance  charge.  This
charge is for  administrative  expenses  (see  above).  This  charge  can not be
increased.

However,  during  the  Accumulation  Phase,  if the  value of your  Contract  or
Purchase Payments (less withdrawals) is at least $100,000 when the deduction for
the charge is to be made,  Allianz Life will not deduct this charge.  Currently,
Allianz Life also waives the charge during the Payout Phase if the value of your
Contract at the Income Date is at least $100,000.

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

CONTINGENT DEFERRED SALES CHARGE

If you make a  withdrawal,  it may be subject  to a  contingent  deferred  sales
charge.  During  the  Accumulation  Phase,  you can make  withdrawals  from your
Contract. Allianz Life keeps track of each Purchase Payment you make. The amount
of the  contingent  deferred  sales charge depends upon the length of time since
you made your Purchase Payment. This charge reimburses Allianz Life for expenses
associated with the promotion, sale and distribution of the Contracts.

For a partial withdrawal, we will deduct the charge from the amount remaining in
the Contract,  if sufficient.  Otherwise,  we will deduct it from the amount you
withdraw.  We will deduct the charge  pro-rata from the Variable  Options and/or
the Fixed Account unless you instruct us otherwise.  The charge may be different
depending  upon  whether you own a Franklin  Valuemark II Contract or a Franklin
Valuemark III Contract. The charge is:

FRANKLIN VALUEMARK II:            FRANKLIN VALUEMARK III:
- ----------------------           ------------------------

YEARS SINCE CONTINGENT           YEARS SINCE CONTINGENT
PURCHASE    DEFERRED              PURCHASE    DEFERRED
 PAYMENT  SALES CHARGE             PAYMENT  SALES CHARGE
- ----------------------           ------------------------

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

However,  after Allianz Life has had a Purchase Payment for 5 full years,  there
is no charge  when you  withdraw  that  Purchase  Payment.  For  purposes of the
contingent deferred sales charge, Allianz Life treats withdrawals as coming from
the oldest Purchase Payments first.

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

Free Withdrawal Amount. Once each Contract year, you can make a withdrawal of up
to 15% of Purchase  Payments you have made (less any prior  withdrawals)  and no
contingent  deferred sales charge will be deducted from the 15% you take out. If
you  make a  withdrawal  of more  than the free  withdrawal  amount,  it will be
subject to the contingent deferred sales charge. If you do not withdraw the full
15% in any one Contract  year,  you may not carry over the remaining  percentage
amount to another year. You may only carry over to the next year the full 15% if
you do not make any withdrawal in a Contract year.  Allianz Life does not assess
the contingent deferred sales charge from Purchase Payments which have been held
under the Contract for more than 5 years or as paid out as Annuity Payment.

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

REDUCTION OR ELIMINATION OF THE
CONTINGENT DEFERRED SALES CHARGE

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

TRANSFER FEE

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

Allianz Life reserves the right to charge a fee for all transfers you make after
the Income Date.

PREMIUM TAXES

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

INCOME TAXES

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

PORTFOLIO EXPENSES

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


TAXES
- --------------------------------------------------------------------------------

NOTE: Allianz Life has prepared the following  information on taxes as a general
discussion of the subject.  It is not intended as tax advice. You should consult
your own tax adviser  about your own  circumstances.  Allianz  Life has included
additional   information   regarding   taxes  in  the  Statement  of  Additional
Information.

ANNUITY CONTRACTS IN GENERAL

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

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

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

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

QUALIFIED AND NON-QUALIFIED CONTRACTS

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

MULTIPLE CONTRACTS

The Code provides that multiple Non-Qualified annuity contracts which are issued
within a calendar year period to the same  Contract  Owner by one company or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences, including more rapid taxation of the distributed amounts from such
combination  of contracts.  For purposes of this rule,  contracts  received in a
Section 1035 exchange will be considered issued in the year of the exchange. You
should  consult a tax adviser  prior to purchasing  more than one  Non-Qualified
annuity contract in any calendar year period.

WITHDRAWALS - NON-QUALIFIED CONTRACTS

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

The Code also provides that any amount received under an annuity contract, which
is  included  in  income,  may be subject  to a tax  penalty.  The amount of the
penalty  is  equal to 10% of the  amount  that is  includible  in  income.  Some
withdrawals will be exempt from the penalty. They include any amounts:

1.   paid on or after the taxpayer reaches age 591/2;

2.   paid after you die;

3.   paid if the taxpayer  becomes totally  disabled (as that term is defined in
     the Code);

4.   paid in a series of  substantially  equal  payments  made annually (or more
     frequently) for life or a period not exceeding life expectancy;

5.   paid under an immediate annuity; or

6.   which come from purchase payments made prior to August 14, 1982.

WITHDRAWALS - QUALIFIED CONTRACTS

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

WITHDRAWALS - TAX-SHELTERED ANNUITIES

The Code limits the withdrawal of Purchase Payments made by Contract Owners from
certain  Tax-Sheltered  Annuities.  Withdrawals can only be made when a Contract
Owner:

1.   reaches age 59 1/2;

2.   leaves his/her job;

3.   dies;

4.   becomes disabled (as that term is defined in the Code); or

5.   in the case of hardship.  However,  in the case of  hardship,  the Contract
     Owner can only withdraw the Purchase Payments and not any earnings.

DIVERSIFICATION

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

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the underlying  investments,  and not Allianz Life,
would be  considered  the  owner of the  shares  of the  Portfolios.  If you are
considered the owner of the shares,  it will result in the loss of the favorable
tax treatment  for the Contract.  It is unknown to what extent under federal tax
law Contract Owners are permitted to select Portfolios,  to make transfers among
the Portfolios or the number and type of Portfolios  Contract  Owners may select
from  without  being  considered  the owner of the  shares.  If any  guidance is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that you, as the
owner of the Contract, could be treated as the owner of the Portfolios.

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


ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

You can have access to the money in your Contract:

(1) by making a withdrawal (either a partial or a total withdrawal);

(2) by receiving Annuity Payments; or

(3) when a death benefit is paid to your Beneficiary.

Withdrawals can only be made during the Accumulation Phase.

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

Unless you instruct Allianz Life otherwise,  the partial withdrawal will be made
pro-rata from all the Variable Options and the Fixed Account you selected.

We will pay the amount of any withdrawal from the Variable  Options within seven
(7) days of when we receive your request in good order unless the  Suspension of
Payments or Transfers provision is in effect (see below).

Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.

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

SYSTEMATIC WITHDRAWAL PROGRAM

If the value of your Contract is at least $25,000, Allianz Life offers a program
which  provides  automatic  monthly or quarterly  payments to you each year. The
total systematic  withdrawals  which you can make each year without Allianz Life
deducting a  contingent  deferred  sales charge is limited to 9% of the value of
your  Contract.  However,  we may  increase  the 9% limit  to allow  you to make
systematic withdrawals to meet the applicable minimum distribution  requirements
for Qualified Contracts. If you make withdrawals under this program, you may not
also use the 15% free  withdrawal  amount  that year.  For a  discussion  of the
contingent  deferred  sales  charge  and the 15%  free  withdrawal  amount,  see
"Expenses."  Allianz Life reserves the right to modify the eligibility  rules of
this program at any time without notice.

Income taxes,  tax penalties  and certain  restrictions  may apply to systematic
withdrawals.

MINIMUM DISTRIBUTION PROGRAM

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

SUSPENSION OF PAYMENTS OR TRANSFERS

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

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

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

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

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

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


PERFORMANCE
- --------------------------------------------------------------------------------

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

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

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


DEATH BENEFIT
- --------------------------------------------------------------------------------

DEATH OF CONTRACT OWNER

If you die during the Accumulation Phase,  Allianz Life will pay a death benefit
to your Beneficiary (see below).  No death benefit is paid if you die during the
Payout Phase.  We will determine the value of the death benefit as of the end of
the business  day we receive  both due proof of death and a payment  election at
our Valuemark Service Center.

The value of the death  benefit at the time we process  the  election  option is
guaranteed  to be at least the larger of the surrender  value or the  guaranteed
minimum death benefit (described below).

o    The surrender value is the Contract value as of the end of the business day
     when we receive the written  request for a  withdrawal  which is reduced by
     the sum of: (i) any  applicable  premium taxes which we have not previously
     deducted;  (ii) any applicable  contract  maintenance charge; and (iii) any
     applicable contingent deferred sales charge.

o    The  guaranteed  minimum  death  benefit  will be the greater of (a) or (b)
     below:

     (a)  the sum of all Purchase  Payments you have made,  less any withdrawals
          (and any contingent  deferred  sales charge paid on the  withdrawals),
          increased by 5% each Contract anniversary prior to the earlier of your
          81st birthday or the date of death.

     (b)  the   greatest   sixth   Contract   anniversary   value  for  Contract
          anniversaries  prior to the earlier of your 81st  birthday or the date
          of  death.  The  sixth  Contract  anniversary  value  is  equal to the
          Contract  value on a sixth  Contract  anniversary,  plus any  Purchase
          Payments you have made since that anniversary,  less the amount of any
          withdrawals (and applicable  contingent deferred sales charges paid on
          the withdrawals) since that anniversary.

          On the  earlier  of  your  81st  birthday  or  the date of  death  and
          thereafter,  the   guaranteed  minimum  death  benefit  will  only  be
          increased  by   subsequent   Purchase   Payments  and   decreased   by
          subsequent  withdrawals  (and  applicable  contingent  deferred  sales
          charges paid on the withdrawals).

If there are Joint Owners, the age of the oldest Owner will be used to determine
the guaranteed minimum death benefit.

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

A.   Lump sum payment of the death  benefit.  The value of the death  benefit is
     equal  to the  greater  of the  guaranteed  minimum  death  benefit  or the
     surrender value as of the end of the business day we receive both due proof
     of death and a payment  election.  We will reduce any  distribution of such
     death  benefit  by the  sum  of  any  applicable  premium  taxes,  contract
     maintenance charges and contingent deferred sales charges.

B.   The payment of the entire death  benefit  within 5 years of the date of the
     Contract  Owner's death.  We determine the value of the death benefit under
     Option B by comparing the guaranteed  minimum death benefit to the Contract
     value as of the end of the  business day we receive both due proof of death
     and a payment  election.  If the Contract value is greater,  it will be the
     death benefit. We will reduce any distribution of such death benefit by the
     sum of any  applicable  premium  taxes,  contract  maintenance  charges and
     contingent  deferred sales charges. If the guaranteed minimum death benefit
     is  greater,  it will be the death  benefit.  After the  death  benefit  is
     calculated,  it will be  subject  to market  risk.  We will not  accept any
     additional Purchase Payments after the Contract Owner dies.

C.   Payment over the lifetime of the  designated  Beneficiary  or over a period
     not extending beyond the life expectancy of the designated Beneficiary with
     distribution beginning within one year of the date of death of the Contract
     Owner (see "Annuity  Payments (The Payout  Phase) - Annuity  Options").  We
     determine  the value of the death  benefit  under Option C by comparing the
     guaranteed  death  benefit  to the  Contract  value  as of  the  end of the
     business day we receive both due proof of death and a payment election.  We
     will  reduce  any  distribution  of such  death  benefit  by the sum of any
     applicable  premium  taxes,  contract  maintenance  charges and  contingent
     deferred sales charges.  If the Contract value is greater, we will treat it
     as the death benefit.  If the guaranteed  minimum death benefit is greater,
     it will be the death benefit.

D.   If the  Beneficiary  is your  spouse,  he/she can  continue the Contract in
     his/her own name.  We determine the value of the death benefit under Option
     D by comparing the  guaranteed  minimum death benefit to the Contract value
     as of the end of the  business day we receive both due proof of death and a
     payment  election.  If the  Contract  value is greater,  it will remain the
     Contract value. If the guaranteed minimum death benefit is greater, it will
     become the new Contract value.  Any  distribution to the new Contract Owner
     will  be  reduced  by the sum of any  applicable  premium  taxes,  contract
     maintenance charges and contingent deferred sales charges.

Upon the death of the Contract  Owner,  the Contingent  Owner or surviving Joint
Owner, as applicable, may elect to keep the Contract in force and become the new
Contract Owner (if they are the spouse of the Contract Owner).

If the Beneficiary  does not elect a payment  option,  we will make a single sum
settlement at the end of the sixty (60) day period following the date we receive
proof of death.  We may delay  paying a death  benefit  pending  receipt  of any
applicable tax consents and/or forms from a state.

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

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

DEATH OF ANNUITANT

If the Annuitant,  who is not a Contract  Owner or Joint Owner,  dies before the
Income Date, you will become the Annuitant  unless you designate a new Annuitant
(subject to our  underwriting  rules then in effect).  However,  if the Contract
Owner is a  non-natural  person  (e.g.,  a  corporation),  then the death of the
Annuitant  will  be  treated  as the  death  of the  Contract  Owner,  and a new
Annuitant may not be named.

If the  Annuitant  dies on or after  the  Income  Date,  the  remaining  amounts
payable,  if any, will be as provided for in the Annuity  Option  selected.  The
remaining  amounts  payable  will be paid at least as rapidly as they were being
paid at the Annuitant's death.


OTHER INFORMATION
- --------------------------------------------------------------------------------

ALLIANZ LIFE

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

YEAR 2000

Allianz Life has initiated  programs to ensure that all of the computer  systems
utilized to provide services and administer  policies will function  properly in
the year 2000. An assessment of the total expected costs specifically related to
the year  2000  conversion  has been  completed.  These  costs are  expensed  as
incurred  and  total  costs are not  expected  to have a  significant  effect on
Allianz  Life's  financial  position  or results  of  operations.  Allianz  Life
believes  it is  taking  steps  that are  reasonably  designed  to  address  the
potential  failure of  computer  systems  used by its service  providers  and to
ensure its year 2000  program is completed  on a timely  basis.  There can be no
assurance,  however,  that the steps  taken by Allianz  Life will be adequate to
avoid any adverse impact.

THE SEPARATE ACCOUNT

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

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

DISTRIBUTION

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

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

ADMINISTRATION

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

FINANCIAL STATEMENTS

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


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

Insurance Company                                      2

Experts                                                2

Legal Opinions                                         2

Distributor                                            2

Reduction or Elimination of the
 Contingent Deferred Sales Charge                      2

Calculation of Performance Data                        2

Federal Tax Status                                     6

Annuity Provisions                                    11

Financial Statements                                  11


<PAGE>

<TABLE>
<CAPTION>

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

CONDENSED FINANCIAL INFORMATION

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

The table below includes Accumulation Unit values for the periods indicated.

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

(Number of units in thousands)
                                                       GLOBAL    GLOBAL    GROWTH                             MUTUAL
                                             CAPITAL HEALTH CARE UTILITIES   AND    HIGH   INCOME    MONEY  DISCOVERY
VARIABLE OPTIONS:                            GROWTH  SECURITIES SECURITIES INCOME  INCOME SECURITIES MARKET SECURITIES
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>      <C>      <C>       <C>      <C>     <C>      <C>      <C>
YEAR ENDED DEC. 31, 1998
Unit value at beginning of period             $13.130  $10.000* $25.818   $24.551  $21.312 $25.065  $13.865  $11.983
Unit value at end of period                   $15.574  $10.610  $28.308   $26.226  $21.208 $25.122  $14.386  $11.226
Number of units outstanding at end of period    8,454      586   30,851    40,480   14,987  39,420   22,032    9,718
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period             $11.254       NA  $20.654   $19.490  $19.375 $21.708  $13.359  $10.180
Unit value at end of period                   $13.130       NA  $25.818   $24.551  $21.312 $25.065  $13.865  $11.983
Number of units outstanding at end of period    5,673       NA   39,623    46,962   18,871  49,812   20,982    9,940
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period             $10.000*      NA  $19.565   $17.310  $17.252 $19.785  $12.883  $10.000*
Unit value at end of period                   $11.254       NA  $20.654   $19.490  $19.375 $21.708  $13.359  $10.180
Number of units outstanding at end of period    3,722       NA   53,086    50,027   20,736  57,504   28,060    1,471
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period                  NA       NA  $15.104   $13.215  $14.608 $16.392  $12.354       NA
Unit value at end of period                        NA       NA  $19.565   $17.310  $17.252 $19.785  $12.883       NA
Number of units outstanding at end of period       NA       NA   66,669    46,893   18,756  59,309   31,040       NA
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period                  NA       NA  $17.319   $13.677  $15.155 $17.734  $12.066       NA
Unit value at end of period                        NA       NA  $15.104   $13.215  $14.608 $16.392  $12.354       NA
Number of units outstanding at end of period       NA       NA   70,082    35,695   15,679  56,569   39,437       NA
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period                  NA       NA  $15.889   $12.574  $13.278 $15.163  $11.932       NA
Unit value at end of period                        NA       NA  $17.319   $13.677  $15.155 $17.734  $12.066       NA
Number of units outstanding at end of period       NA       NA   84,217    24,719   11,787  38,967   10,247       NA
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period                  NA       NA  $14.821   $11.949  $11.583 $13.580  $11.742       NA
Unit value at end of period                        NA       NA  $15.889   $12.574  $13.278 $15.163  $11.932       NA
Number of units outstanding at end of period       NA       NA   39,387    17,144    4,780  11,397    6,951       NA
YEAR ENDED DEC. 31, 1991
Unit value at beginning of period                  NA       NA  $12.062   $ 9.803  $ 9.026 $ 9.842  $11.288       NA
Unit value at end of period                        NA       NA  $14.821   $11.949  $11.583 $13.580  $11.742       NA
Number of units outstanding at end of period       NA       NA   16,188     9,671    1,923   4,472    5,682       NA
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period                  NA       NA  $12.010   $10.180  $10.021 $10.783  $10.637       NA
Unit value at end of period                        NA       NA  $12.062   $ 9.803  $ 9.026 $ 9.842  $11.288       NA
Number of units outstanding at end of period       NA       NA    6,300     5,356    1,056   3,011    5,768       NA
PERIOD FROM INCEPTION* TO DEC. 31, 1989
Unit value at beginning of period                  NA       NA  $10.000   $10.000  $10.000 $10.000  $10.000       NA
Unit value at end of period                        NA       NA  $12.010   $10.180  $10.021 $10.783  $10.637       NA
Number of units outstanding at end of period       NA       NA    1,173     1,662      612   1,508    1,199       NA
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
(Number of units in thousands)
                                                                                              TEMPLETON TEMPLETON
                                               MUTUAL     NATURAL     REAL                    DEVELOPING GLOBAL   TEMPLETON
                                               SHARES    RESOURCES   ESTATE    RISING   SMALL  MARKETS   ASSET     GLOBAL
VARIABLE OPTIONS:                            SECURITIES SECURITIES SECURITIES DIVIDENDS  CAP   EQUITY  ALLOCATION  GROWTH
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>       <C>        <C>        <C>      <C>     <C>      <C>      <C>
YEAR ENDED DEC. 31, 1998
Unit value at beginning of period             $11.993   $11.559    $28.169    $20.074  $14.952 $10.340  $13.786  $15.176
Unit value at end of period                   $11.837   $ 8.505    $23.107    $21.165  $14.600 $ 7.993  $13.589  $16.309
Number of units outstanding at end of period   18,133     4,453      9,639     27,683   14,856  15,989    4,056   34,226
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period             $10.330   $14.467    $23.668    $15.303  $12.913 $11.487  $12.514  $13.560
Unit value at end of period                   $11.993   $11.559    $28.169    $20.074  $14.952 $10.340  $13.786  $15.176
Number of units outstanding at end of period   18,744     5,709     13,445     33,249   16,925  23,005    5,229   41,433
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period             $10.000*  $14.109    $18.073    $12.498  $10.146 $ 9.582  $10.591  $11.339
Unit value at end of period                   $10.330   $14.467    $23.668    $15.303  $12.913 $11.487  $12.514  $13.560
Number of units outstanding at end of period    2,613     6,998     12,757     35,569   12,784  22,423    4,104   40,327
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period                  NA   $13.979    $15.594    $ 9.769  $10.000*$ 9.454  $10.000* $10.201
Unit value at end of period                        NA   $14.109    $18.073    $12.498  $10.146 $ 9.582  $10.591  $11.339
Number of units outstanding at end of period       NA     6,919     10,998     33,789    1,302  15,618    1,338   28,309
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period                  NA   $14.464    $15.369    $10.327       NA $10.000*      NA  $10.000*
Unit value at end of period                        NA   $13.979    $15.594    $ 9.769       NA $ 9.454       NA  $10.201
Number of units outstanding at end of period       NA     8,285     11,645     28,778       NA   9,774       NA   14,637
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period                  NA   $ 9.424    $13.095    $10.848       NA      NA       NA       NA
Unit value at end of period                        NA   $14.464    $15.369    $10.327       NA      NA       NA       NA
Number of units outstanding at end of period       NA     4,685      5,589     26,256       NA      NA       NA       NA
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period                  NA   $10.635    $11.848    $10.000*      NA      NA       NA       NA
Unit value at end of period                        NA   $ 9.424    $13.095    $10.848       NA      NA       NA       NA
Number of units outstanding at end of period       NA     1,419      1,052      8,388       NA      NA       NA       NA
YEAR ENDED DEC. 31, 1991
Unit value at beginning of period                  NA   $10.387    $ 9.000         NA       NA      NA       NA       NA
Unit value at end of period                        NA   $10.635    $11.848         NA       NA      NA       NA       NA
Number of units outstanding at end of period       NA       833        394         NA       NA      NA       NA       NA
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period                  NA   $12.247    $10.368         NA       NA      NA       NA       NA
Unit value at end of period                        NA   $10.387    $ 9.000         NA       NA      NA       NA       NA
Number of units outstanding at end of period       NA     1,015        200         NA       NA      NA       NA       NA
PERIOD FROM INCEPTION* TO DEC. 31, 1989
Unit value at beginning of period                  NA   $10.000    $10.000         NA       NA      NA       NA       NA
Unit value at end of period                        NA   $12.247    $10.368         NA       NA      NA       NA       NA
Number of units outstanding at end of period       NA       167         57         NA       NA      NA       NA       NA
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
(Number of units in thousands)
                                     TEMPLETON
                                      GLOBAL   TEMPLETON  TEMPLETON  TEMPLETON    U.S.                ZERO     ZERO    ZERO
                                      INCOME   INTERNAT'L INTERNAT'L  PACIFIC  GOVERNMENT     VALUE  COUPON   COUPON  COUPON
VARIABLE OPTIONS:                   SECURITIES  EQUITY   SMALLER COS. GROWTH    SECURITIES SECURITIES 2000     2005    2010
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>       <C>         <C>       <C>         <C>        <C>     <C>     <C>
YEAR ENDED DEC. 31, 1998
Unit value at beginning of period    $16.957   $17.711   $10.825     $ 9.431   $17.947     $10.000*   $19.512 $22.532 $24.740
Unit value at end of period          $17.905   $18.437   $ 9.364     $ 8.078   $19.014     $ 7.717    $20.684 $25.003 $27.920
Number of units outstanding at end
 of period                             6,976    44,256     1,533      10,669    30,500         719      3,595   2,635   2,582
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period    $16.780   $16.081   $11.145     $14.932   $16.650          NA    $18.475 $20.517 $21.522
Unit value at end of period          $16.957   $17.711   $10.825     $ 9.431   $17.947          NA    $19.512 $22.532 $24.740
Number of units outstanding at end
 of period                             9,434    58,179     1,998      15,833    36,347          NA      4,523   2,910   2,998
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period    $15.522   $13.263   $10.000*    $13.630   $16.298          NA    $18.294 $20.914 $22.431
Unit value at end of period          $16.781   $16.081   $11.145     $14.932   $16.650          NA    $18.475 $20.517 $21.522
Number of units outstanding at end
 of period                            11,857    64,375     1,388      22,061    44,598          NA      5,636   3,579   3,297
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period    $13.726   $12.161       NA      $12.802   $13.835          NA    $15.373 $16.096 $15.930
Unit value at end of period          $15.522   $13.263       NA      $13.630   $16.298          NA    $18.294 $20.914 $22.431
Number of units outstanding at end
 of period                            14,181    59,883       NA       22,483    34,313          NA      6,066   3,504   3,437
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period    $14.650   $12.226       NA      $14.233   $14.698          NA    $16.717 $18.050 $18.144
Unit value at end of period          $13.726   $12.161       NA      $12.802   $13.835          NA    $15.373 $16.096 $15.930
Number of units outstanding at end
 of period                            16,855    60,464       NA       27,231    36,490          NA      4,953   2,780   2,589
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period    $12.733   $ 9.642       NA      $ 9.761   $13.586          NA    $14.595 $14.975 $14.670
Unit value at end of period          $14.650   $12.226       NA      $14.233   $14.698          NA    $16.717 $18.050 $18.144
Number of units outstanding at end 
 of period                            13,054    24,026       NA       14,240    40,402          NA      3,787   2,020   1,405
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period    $12.962   $10.000*      NA      $10.000*  $12.798          NA    $13.570 $13.705 $13.482
Unit value at end of period          $12.733   $ 9.642       NA      $ 9.761   $13.586          NA    $14.595 $14.975 $14.670
Number of units outstanding at end
 of period                             5,487     1,329       NA          534    25,054          NA      2,886   1,090     849
YEAR ENDED DEC. 31, 1991
Unit value at beginning of period    $11.706        NA       NA           NA   $11.199          NA    $11.446 $11.545 $11.390
Unit value at end of period          $12.962        NA       NA           NA   $12.798          NA    $13.57  $13.705 $13.482
Number of units outstanding at end
 of period                             2,979        NA       NA           NA    14,426          NA      2,012     795   1,150
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period    $10.813        NA       NA           NA   $10.427          NA    $10.961 $11.406 $11.486
Unit value at end of period          $11.706        NA       NA           NA   $11.199          NA    $11.446 $11.545 $11.390
Number of units outstanding at end
 of period                             1,322        NA       NA           NA     5,450          NA      1,041     406     581
PERIOD FROM INCEPTION* TO DEC. 31, 1989
Unit value at beginning of period    $10.000        NA       NA           NA   $10.000          NA    $10.000 $10.000 $10.000
Unit value at end of period          $10.813        NA       NA           NA   $10.427          NA    $10.961 $11.406 $11.486
Number of units outstanding at end
 of period                               278        NA       NA           NA     1,102          NA        162      86     194
<FN>
*Unit Value at inception was $10.00.

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

<PAGE>
   

                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION
                FRANKLIN VALUEMARK II AND FRANKLIN VALUEMARK III
                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                  MAY 1, 1999
                                       
THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN CONJUNCTION  WITH THE PROSPECTUS  FOR THE  INDIVIDUAL  FLEXIBLE  PAYMENT
VARIABLE ANNUITY CONTRACTS WHICH ARE REFERRED TO HEREIN.

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

THIS  STATEMENT OF ADDITIONAL  INFORMATION  AND THE  PROSPECTUS ARE DATED MAY 1,
1999, AND AS MAY BE AMENDED FROM TIME TO TIME.




TABLE OF CONTENTS
- -------------------------------------------------------

CONTENTS                                           PAGE
Company .........................................     2
Experts .........................................     2
Legal Opinions ..................................     2
Distributor .....................................     2
Reduction or Elimination of the Contingent
 Deferred Sales Charge ..........................     2
Calculation of Performance Data .................     2
Federal Tax Status ..............................     6
Annuity Provisions ..............................    11
Financial Statements ............................    11






                                                                   VMB SAI 05/99

<PAGE>

COMPANY
- --------------------------------------------------------------------------------

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


EXPERTS
- --------------------------------------------------------------------------------

The financial statements of Allianz Life Variable Account B and the consolidated
financial  statements  of the Company as of and for the year ended  December 31,
1998 included in this Statement of Additional  Information  have been audited by
KPMG Peat  Marwick LLP,  independent  auditors,  as  indicated in their  reports
included in this Statement of Additional  Information and are included herein in
reliance  upon such  reports and upon the  authority  of said firm as experts in
accounting and auditing.


LEGAL OPINIONS
- --------------------------------------------------------------------------------

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


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

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


REDUCTION OR ELIMINATION OF THE
CONTINGENT DEFERRED SALES CHARGE
- --------------------------------------------------------------------------------

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

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


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

TOTAL RETURN

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

Any such  performance  data will include total return figures for the one, five,
and ten year (or since  inception)  time  periods  indicated.  Such total return
figures will reflect the deduction of a 1.25% Mortality and Expense Risk Charge,
a 0.15% Administrative  Expense Charge, the operating expenses of the underlying
Portfolios  and any  applicable  Contingent  Deferred  Sales Charge and Contract
Maintenance Charge ("Standardized Total Return").  The Contingent Deferred Sales
Charge and Contract  Maintenance  Charge  deductions are  calculated  assuming a
Contract is surrendered at the end of the reporting period.

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

                                P (1 + T)n = ERV

where:

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

T = average annual total return;

n = number of years;

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

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

YIELD

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

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

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

For the seven-day period ending on 12/31/98,  the Money Market Sub-Account had a
current yield of 3.38% and an effective yield of 3.44%.

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

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

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

where:

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

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

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

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

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

PERFORMANCE RANKING

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

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

<PAGE>

PERFORMANCE INFORMATION

Total  returns  reflect all aspects of a  Sub-Account's  return,  including  the
automatic  reinvestment by Allianz Life Variable Account B of all  distributions
and any change in a Sub-Account's value over the period

The returns  reflect the  deduction  of the  Mortality  and Expense Risk Charge,
Administrative  Expense Charge and the operating  expenses of each Portfolio and
are shown both with and without the deduction of the  Contingent  Deferred Sales
Charge and Contract  Maintenance  Charge.  Past  performance  does not guarantee
future results.

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

Average Annual Total Return for the periods ended December 31, 1998: with Contingent Deferred Sales Charge and other
charges

                                                            FRANKLIN VALUEMARK II           FRANKLIN VALUEMARK III
                                                    -------------------------------------  --------------------------
                                                    INCEPTION   ONE      FIVE     SINCE      ONE     FIVE     SINCE
SUB-ACCOUNT                                           DATE     YEAR      YEARS  INCEPTION   YEAR     YEARS  INCEPTION
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>       <C>      <C>       <C>      <C>       <C>      <C>
Capital Growth                                       5/1/96    14.27%       NA    17.33%   13.42%        NA   17.33%
Global Health Care Securities                        5/1/98        NA       NA     2.63%       NA        NA    1.35%
Global Utilities Securities                         1/24/89     5.29%   10.18%    10.97%    4.44%    10.18%   10.97%
Growth and Income                                   1/24/89     2.48%   13.78%    10.11%    1.63%    13.78%   10.11%
High Income                                         1/24/89    -4.83%    6.81%     7.78%   -5.68%     6.81%    7.78%
Income Securities                                   1/24/89    -4.12%    7.07%     9.64%   -4.97%     7.07%    9.64%
Money Market1                                       1/24/89    -0.59%    3.42%     3.64%   -1.44%     3.42%    3.64%
Mutual Discovery Securities                         11/8/96   -10.67%       NA     4.44%  -11.52%        NA    4.44%
Mutual Shares Securities                            11/8/96    -5.65%       NA     7.11%   -6.50%        NA    7.11%
Natural Resources Securities                        1/24/89   -30.77%  -10.30%    -1.70%  -31.62%   -10.30%   -1.70%
Real Estate Securities                              1/24/89   -22.32%    8.36%     8.72%  -23.17%     8.36%    8.72%
Rising Dividends                                    1/27/92     1.09%   15.31%    11.34%    0.24%    15.31%   11.34%
Small Cap                                           11/1/95    -6.71%       NA    12.29%   -7.56%        NA   12.29%
Templeton Developing Markets Equity                 3/15/94   -27.05%       NA    -4.76%  -27.90%        NA   -4.76%
Templeton Global Asset Allocation                    5/1/95    -5.78%       NA     8.36%   -6.63%        NA    8.36%
Templeton Global Growth                             3/15/94     3.11%       NA    10.59%    2.26%        NA   10.59%
Templeton Global Income Securities                  1/24/89     1.24%    3.94%     5.96%    0.39%     3.94%    5.96%
Templeton International Equity                      1/27/92    -0.26%    8.42%     9.15%   -1.11%     8.42%    9.15%
Templeton International Smaller Companies            5/1/96   -17.84%       NA    -3.40%  -18.69%        NA   -3.40%
Templeton Pacific Growth                            1/27/92   -18.69%  -10.94%    -3.12%  -19.54%   -10.94%   -3.12%
U.S. Government Securities                          3/14/89     1.60%    5.13%     6.70%    0.75%     5.13%    6.70%
Value Securities                                     5/1/98        NA       NA   -37.77%       NA        NA  -38.86%
Zero Coupon - 20001                                 3/14/89     1.66%    4.19%     7.62%    0.81%     4.19%    7.62%
Zero Coupon - 20051                                 3/14/89     6.62%    6.58%     9.73%    5.77%     6.58%    9.73%
Zero Coupon - 20101                                 3/14/89     8.51%    8.86%    10.97%    7.66%     8.86%   10.97%
<FN>
1.    Calculated with waiver of fees
</FN>
</TABLE>

<PAGE>

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

Total Return for the periods ended December 31, 1998: without Contingent Deferred Sales Charge or Contract Maintenance
Charge

                                                        ANNUAL TOTAL RETURN                 CUMULATIVE TOTAL RETURN
                                          -----------------------------------------------  --------------------------
                                          INCEPTION    ONE     THREE     FIVE     SINCE     THREE    FIVE     SINCE
SUB-ACCOUNT                                 DATE      YEAR     YEARS     YEARS  INCEPTION   YEARS    YEARS  INCEPTION
- ---------------------------------------------------------------------------------------------------------------------
<S>                                       <C>       <C>       <C>      <C>       <C>      <C>       <C>      <C>
Capital Growth                              5/1/96   18.62%        NA       NA    18.06%       NA        NA   55.74%
Global Health Care Securities               5/1/98       NA        NA       NA     9.27%       NA        NA    6.10%
Global Utilities Securities                1/24/89    9.64%    13.10%   10.33%    11.04%   44.69%    63.45%  183.08%
Growth and Income                          1/24/89    6.83%    14.86%   13.91%    10.19%   51.51%    91.76%  162.26%
High Income                                1/24/89   -0.48%     7.13%    6.95%     7.86%   22.93%    39.94%  112.08%
Income Securities                          1/24/89    0.23%     8.29%    7.21%     9.71%   26.97%    41.66%  151.22%
Money Market1                              1/24/89    3.76%     3.74%    3.58%     3.73%   11.66%    19.23%   43.86%
Mutual Discovery Securities                11/8/96   -6.32%        NA       NA     5.54%       NA        NA   12.26%
Mutual Shares Securities                   11/8/96   -1.30%        NA       NA     8.18%       NA        NA   18.37%
Natural Resources Securities               1/24/89  -26.42%   -15.52%  -10.07%    -1.62%  -39.71%   -41.19%  -14.95%
Real Estate Securities                     1/24/89  -17.97%     8.54%    8.50%     8.79%   27.85%    50.35%  131.07%
Rising Dividends                           1/27/92    5.44%    19.20%   15.43%    11.42%   69.35%   104.95%  111.65%
Small Cap                                  11/1/95   -2.36%    12.90%       NA    12.69%   43.89%        NA   46.00%
Templeton Developing Markets Equity        3/15/94  -22.70%    -5.87%       NA    -4.56%  -16.58%        NA  -20.07%
Templeton Global Asset Allocation           5/1/95   -1.43%     8.66%       NA     8.71%   28.30%        NA   35.89%
Templeton Global Growth                    3/15/94    7.46%    12.88%       NA    10.73%   43.83%        NA   63.09%
Templeton Global Income Securities         1/24/89    5.59%     4.88%    4.09%     6.04%   15.35%    22.22%   79.05%
Templeton International Equity             1/27/92    4.09%    11.60%    8.56%     9.23%   39.01%    50.80%   84.37%
Templeton International Smaller Companies   5/1/96  -13.49%        NA       NA    -2.43%       NA        NA   -6.36%
Templeton Pacific Growth                   1/27/92  -14.34%   -16.00%  -10.71%    -3.03%  -40.73%   -43.24%  -19.22%
U.S. Government Securities                 3/14/89    5.95%     5.27%    5.28%     6.77%   16.67%    29.36%   90.14%
Value Securities                            5/1/98       NA        NA       NA   -32.13%       NA        NA  -22.83%
Zero Coupon - 20001                        3/14/89    6.01%     4.18%    4.35%     7.69%   13.07%    23.73%  106.84%
Zero Coupon - 20051                        3/14/89   10.97%     6.13%    6.73%     9.80%   19.55%    38.52%  150.03%
Zero Coupon - 20101                        3/14/89   12.86%     7.57%    9.00%    11.04%   24.47%    53.88%  179.20%
<FN>
1. Calculated with waiver of fees
</FN>
</TABLE>


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

Total Return for the periods ended December 31, 1998: with Contingent Deferred Sales Charge and other charges

                                                        ANNUAL TOTAL RETURN                 CUMULATIVE TOTAL RETURN
                                          -----------------------------------------------   -------------------------
                                          INCEPTION    ONE     THREE     FIVE     SINCE     THREE    FIVE     SINCE
SUB-ACCOUNT                                 DATE      YEAR     YEARS     YEARS  INCEPTION   YEARS    YEARS  INCEPTION
- ---------------------------------------------------------------------------------------------------------------------
<S>                                        <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>
Capital Growth                              5/1/96   13.42%        NA       NA    17.33%       NA        NA   53.20%
Global Health Care Securities               5/1/98       NA        NA       NA     1.35%       NA        NA    0.90%
Global Utilities Securities                1/24/89    4.44%    12.44%   10.18%    10.97%   42.14%    62.40%  181.38%
Growth and Income                          1/24/89    1.63%    14.21%   13.78%    10.11%   48.97%    90.69%  160.43%
High Income                                1/24/89   -5.68%     6.39%    6.81%     7.78%   20.43%    38.99%  110.59%
Income Securities                          1/24/89   -4.97%     7.57%    7.07%     9.64%   24.46%    40.68%  149.65%
Money Market1                              1/24/89   -1.44%     2.96%    3.42%     3.64%    9.15%    18.31%   42.69%
Mutual Discovery Securities                11/8/96  -11.52%        NA       NA     4.44%       NA        NA    9.76%
Mutual Shares Securities                   11/8/96   -6.50%        NA       NA     7.11%       NA        NA   15.87%
Natural Resources Securities               1/24/89  -31.62%   -16.68%  -10.30%    -1.70%  -42.15%   -41.92%  -15.69%
Real Estate Securities                     1/24/89  -23.17%     7.83%    8.36%     8.72%   25.37%    49.42%  129.52%
Rising Dividends                           1/27/92    0.24%    18.60%   15.31%    11.34%   66.80%   103.84%  110.53%
Small Cap                                  11/1/95   -7.56%    12.23%       NA    12.29%   41.38%        NA   44.37%
Templeton Developing Markets Equity        3/15/94  -27.90%    -6.80%       NA    -4.76%  -19.03%        NA  -20.86%
Templeton Global Asset Allocation           5/1/95   -6.63%     7.95%       NA     8.36%   25.79%        NA   34.27%
Templeton Global Growth                    3/15/94    2.26%    12.21%       NA    10.59%   41.30%        NA   62.10%
Templeton Global Income Securities         1/24/89    0.39%     4.11%    3.94%     5.96%   12.84%    21.29%   77.78%
Templeton International Equity             1/27/92   -1.11%    10.93%    8.42%     9.15%   36.49%    49.82%   83.42%
Templeton International Smaller Companies   5/1/96  -18.69%        NA       NA    -3.40%       NA        NA   -8.82%
Templeton Pacific Growth                   1/27/92  -19.54%   -17.17%  -10.94%    -3.12%  -43.17%   -43.98%  -19.73%
U.S. Government Securities                 3/14/89    0.75%     4.51%    5.13%     6.70%   14.15%    28.42%   88.80%
Value Securities                            5/1/98       NA        NA       NA   -38.86%       NA        NA  -28.03%
Zero Coupon - 20001                        3/14/89    0.81%     3.40%    4.19%     7.62%   10.55%    22.79%  105.48%
Zero Coupon - 20051                        3/14/89    5.77%     5.38%    6.58%     9.73%   17.02%    37.54%  148.47%
Zero Coupon - 20101                        3/14/89    7.66%     6.83%    8.86%    10.97%   21.93%    52.86%  177.47%
<FN>
1. Calculated with waiver of fees
</FN>
</TABLE>

<PAGE>

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

Total Return for the periods ended December 31, 1998: with Contingent Deferred Sales Charge and other charges

                                                        ANNUAL TOTAL RETURN                 CUMULATIVE TOTAL RETURN
                                          -----------------------------------------------  --------------------------
                                          INCEPTION    ONE     THREE     FIVE     SINCE     THREE    FIVE     SINCE
SUB-ACCOUNT                                 DATE      YEAR     YEARS     YEARS  INCEPTION   YEARS    YEARS  INCEPTION
- ---------------------------------------------------------------------------------------------------------------------
<S>                                       <C>       <C>       <C>      <C>       <C>      <C>       <C>      <C>
Capital Growth                              5/1/96   14.27%        NA       NA    17.33%       NA        NA   53.20%
Global Health Care Securities               5/1/98       NA        NA       NA     2.63%       NA        NA    1.75%
Global Utilities Securities                1/24/89    5.29%     12.4%   10.18%    10.97%   42.14%    62.40%  181.38%
Growth and Income                          1/24/89    2.48%    14.21%   13.78%    10.11%   48.97%    90.69%  160.43%
High Income                                1/24/89   -4.83%     6.39%    6.81%     7.78%   20.43%    38.99%  110.59%
Income Securities                          1/24/89   -4.12%     7.57%    7.07%     9.64%   24.46%    40.68%  149.65%
Money Market1                              1/24/89   -0.59%     2.96%    3.42%     3.64%    9.15%    18.31%   42.69%
Mutual Discovery Securities                11/8/96  -10.67%        NA       NA     4.44%       NA        NA    9.76%
Mutual Shares Securities                   11/8/96   -5.65%        NA       NA     7.11%       NA        NA   15.87%
Natural Resources Securities               1/24/89  -30.77%   -16.68%  -10.30%    -1.70%  -42.15%   -41.92%  -15.69%
Real Estate Securities                     1/24/89  -22.32%     7.83%    8.36%     8.72%   25.37%    49.42%  129.52%
Rising Dividends                           1/27/92    1.09%    18.60%   15.31%    11.34%   66.80%   103.84%  110.53%
Small Cap                                  11/1/95   -6.71%    12.23%       NA    12.29%   41.38%        NA   44.37%
Templeton Developing Markets Equity        3/15/94  -27.05%    -6.80%       NA    -4.76%  -19.03%        NA  -20.86%
Templeton Global Asset Allocation           5/1/95   -5.78%     7.95%       NA     8.36%   25.79%        NA   34.27%
Templeton Global Growth                    3/15/94    3.11%    12.21%       NA    10.59%   41.30%        NA   62.10%
Templeton Global Income Securities         1/24/89    1.24%     4.11%    3.94%     5.96%   12.84%    21.29%   77.78%
Templeton International Equity             1/27/92   -0.26%    10.93%    8.42%     9.15%   36.49%    49.82%   83.42%
Templeton International Smaller Companies   5/1/96  -17.84%        NA       NA    -3.40%       NA        NA   -8.82%
Templeton Pacific Growth                   1/27/92  -18.69%   -17.17%  -10.94%    -3.12%  -43.17%   -43.98%  -19.73%
U.S. Government Securities                 3/14/89    1.60%     4.51%    5.13%     6.70%   14.15%    28.42%   88.80%
Value Securities                            5/1/98       NA        NA       NA   -37.77%       NA        NA  -27.18%
Zero Coupon - 20001                        3/14/89    1.66%     3.40%    4.19%     7.62%   10.55%    22.79%  105.48%
Zero Coupon - 20051                        3/14/89    6.62%     5.38%    6.58%     9.73%   17.02%    37.54%  148.47%
Zero Coupon - 20101                        3/14/89    8.51%     6.83%    8.86%    10.97%   21.93%    52.86%  177.47%
<FN>
1 Calculated with waiver of fees
</FN>
</TABLE>

You 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 your total return may be
in any future period.


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 herein may be applicable in certain situations. Moreover, no
attempt  has been  made to  consider  any  applicable  state or other  tax laws.

GENERAL

Section 72 of the Internal  Revenue Code of 1986,  as amended  ("Code")  governs
taxation of annuities in general.  A Contract Owner is not taxed on increases in
the value of a Contract until distribution occurs,  either in the form of a lump
sum payment or as annuity payments under the Annuity Option elected.  For a lump
sum payment received as a total surrender  (total  redemption) or death benefit,
the recipient is taxed on the portion of the payment that exceeds the cost basis
of the Contract. For Non-Qualified  Contracts,  this cost basis is generally the
purchase payments, while for Qualified Contracts there may be no cost basis. The
taxable portion of the lump sum payment is taxed at ordinary income tax rates.

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

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

DIVERSIFICATION

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

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

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

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

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

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

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position, it may be applied retroactively  resulting in the Contract Owner being
retroactively  determined to be the owner of the assets of the Separate Account.
Due to the  uncertainty in this area,  the Company  reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

MULTIPLE CONTRACTS

The Code provides that multiple non-qualified annuity contracts which are issued
within a calendar year period to the same  contract  owner by one company or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences, including more rapid taxation of the distributed amounts from such
combination  of contracts.  For purposes of this rule,  contracts  received in a
Section 1035  exchange  will be  considered  issued in the year of the exchange.
Contract  Owners should consult a tax adviser prior to purchasing  more than one
non-qualified annuity contract in any calendar year period.

CONTRACTS OWNED BY
OTHER THAN NATURAL PERSONS

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

TAX TREATMENT OF ASSIGNMENTS

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

INCOME TAX WITHHOLDING

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

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

TAX TREATMENT OF WITHDRAWALS -
NON-QUALIFIED CONTRACTS

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

With  respect  to (d)  above,  if the  series of  substantially  equal  periodic
payments is  modified  before the later of your  attaining  age 591/2 or 5 years
from the date of the first  periodic  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.

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

QUALIFIED PLANS

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

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

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

A. TAX-SHELTERED ANNUITIES

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

B. INDIVIDUAL RETIREMENT ANNUITIES

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

ROTH IRAS

Section  408A of the Code  provides  that  beginning  in 1998,  individuals  may
purchase  a new  type of  non-deductible  IRA,  known  as a Roth  IRA.  Purchase
payments  for a Roth IRA are limited to a maximum of $2,000 per year and are not
deductible from taxable income.  Lower maximum  limitations apply to individuals
with adjusted gross incomes  between  $95,000 and $110,000 in the case of single
taxpayers, between $150,000 and $160,000 in the case of married taxpayers filing
joint  returns,  and  between $0 and  $10,000  in the case of married  taxpayers
filing separately. An overall $2,000 annual limitation continues to apply to all
of a taxpayer's IRA contributions, including Roth IRA and non-Roth IRAs.

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

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

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

C. PENSION AND PROFIT-SHARING PLANS

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

TAX TREATMENT OF WITHDRAWALS -
QUALIFIED CONTRACTS

In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.  Section  72(t) of the Code  imposes a 10%  penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Sections 401 (Pension and Profit-Sharing Plans),
403(b)  (Tax-Sheltered  Annuities)  and  408  and  408A  (Individual  Retirement
Annuities).  To the extent  amounts are not  includible in gross income  because
they have been properly rolled over to an IRA or to another  eligible  Qualified
Plan,  no tax  penalty  will be imposed.  The tax penalty  will not apply to the
following  distributions:  (a) if  distribution  is made on or after the date on
which the Contract  Owner or Annuitant (as  applicable)  reaches age 591/2;  (b)
distributions  following  the  death  or  disability  of the  Contract  Owner or
Annuitant (as applicable) (for this purpose  disability is as defined in Section
72(m)(7) of the Code); (c) after separation from service, distributions that are
part of  substantially  equal periodic  payments made not less  frequently  than
annually for the life (or life  expectancy)  of the Contract  Owner or Annuitant
(as applicable) or the joint lives (or joint life expectancies) of such Contract
Owner or Annuitant (as  applicable) and his or her designated  beneficiary;  (d)
distributions to a Contract Owner or Annuitant (as applicable) who has separated
from service after he or she has attained age 55; (e) distributions  made to the
Contract Owner or Annuitant (as applicable) to the extent such  distributions do
not exceed the amount  allowable  as a deduction  under Code  Section 213 to the
Contract Owner or Annuitant (as  applicable) for amounts paid during the taxable
year for medical care; (f) distributions  made to an alternate payee pursuant to
a qualified  domestic  relations  order;  (g)  distributions  from an Individual
Retirement  Annuity  for the  purchase of medical  insurance  (as  described  in
Section  213(d)(1)(D)  of the  Code) for the  Contract  Owner or  Annuitant  (as
applicable)  and his or her  spouse  and  dependents  if the  Contract  Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks (this  exception no longer  applies after the Contract  Owner or Annuitant
(as applicable) has been  re-employed for at least 60 days);  (h)  distributions
from an  Individual  Retirement  Annuity  made to the  Owner  or  Annuitant  (as
applicable) to the extent such  distributions do not exceed the qualified higher
education  expenses (as defined in Section 72(t)(7) of the Code) of the Owner or
Annuitant (as  applicable) for the taxable year; and (i)  distributions  from an
Individual  Retirement  Annuity made to the Owner or Annuitant  (as  applicable)
which are qualified  first-time home buyer  distributions (as defined in Section
72(t)(8) of the Code).  The exceptions  stated in items (d) and (f) above do not
apply in the case of an Individual  Retirement Annuity.  The exception stated in
item (c) applies to an Individual  Retirement  Annuity  without the  requirement
that there be a separation from service.

With  respect  to (c)  above,  if the  series of  substantially  equal  periodic
payments is  modified  before the later of your  attaining  age 591/2 or 5 years
from the date of the first  periodic  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.

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

TAX-SHELTERED ANNUITIES -
WITHDRAWAL LIMITATIONS

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


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

VARIABLE ANNUITY PAYOUT

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

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

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

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


ANNUITY UNIT VALUE

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

1.   is the net result of
     a.   the assets of the Sub-Account  attributable to the Annuity Units; plus
          or minus
     b.   the cumulative charge or credit for taxes reserved which is determined
          by the Company to have resulted from the operation of the Sub-Account;

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

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

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

FIXED ANNUITY PAYOUT

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


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

The audited  consolidated  financial statements of the Company as of and for the
year ended  December 31, 1998,  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 Separate Account as of and
for the year ended December 31, 1998 are also included herein.
                         

<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, 1998,  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, 1998,  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 29, 1999

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Assets and Liabilities
December 31, 1998
(In thousands)

                                                             Global      Global
                                                 Capital  Health Care  Utilities   Growth      High     Income      Money
                                                 Growth   Securities  Securities and Income   Income  Securities   Market
                                                  Fund       Fund        Fund      Fund        Fund      Fund       Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>         <C>       <C>         <C>      <C>        <C>
Investments at net asset value:
 Franklin Valuemark Funds:
Capital Growth Fund,
 12,719 shares, cost $169,900                   $204,526          -         -          -         -          -         -
Global Health Care Securities Fund,
 804 shares, cost $7,806                               -      8,614         -          -         -          -         -
Global Utilities Securities Fund,
 44,235 shares, cost $719,124                          -          -   904,165          -         -          -         -
Growth and Income Fund,
 59,093 shares, cost $919,277                          -          -         -  1,203,140         -          -         -
High Income Fund,
 30,610 shares, cost $409,488                          -          -         -          -   406,501          -         -
Income Securities Fund,
 65,116 shares, cost $996,447                          -          -         -          -         -  1,101,768         -
Money Market Fund,
 381,077 shares, cost $381,077                         -          -         -          -         -          -   381,077
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                     204,526      8,614   904,165  1,203,140   406,501  1,101,768   381,077
Liabilities:
 Accrued mortality and expense risk charges -
 Valuemark II & III                                   35          6        60         62        14        144       120
 Accrued mortality and expense risk charges -
 Valuemark IV                                          8         10         6         10         8          9         7
 Accrued administrative charges - Valuemark II & III   4         1          7         7          2         17        14
 Accrued administrative charges - Valuemark IV         1         1          1         1          1          1         1
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                     48         18        74         80        25        171       142
Net assets                                      $204,478      8,596   904,091  1,203,060   406,476  1,101,597   380,935
Contract owners' equity:
 Contracts in accumulation period -
 Valuemark II and III (note 5)                  $131,652      6,215   873,319  1,061,658   317,865    990,325   316,921
 Contracts in accumulation period -
 Valuemark IV (note 5)                            69,939      2,381    28,248    134,775    88,069    105,543    61,911
Contracts in annuity payment period (note 2)       2,887          -     2,524      6,627       542      5,729     2,103
- ---------------------------------------------------------------------------------------------------------------------------
Total contract owners' equity                   $204,478      8,596   904,091  1,203,060   406,476  1,101,597 380,935
<FN>

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)   
Statements  of Assets and  Liabilities (cont.)
December 31, 1998
(In thousands)

                                                 Mutual     Mutual     Natural                                   Templeton
                                                Discovery   Shares    Resources  Real Estate   Rising    Small   Developing
                                               Securities Securities Securities  Securities   Dividends   Cap      Markets
                                                  Fund       Fund       Fund        Fund        Fund      Fund  Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>        <C>        <C>         <C>         <C>    <C>
Investments at net asset value:
 Franklin Valuemark Funds:
Mutual Discovery Securities Fund,
 18,731 shares, cost $218,767                   $211,477          -         -          -         -          -         -
Mutual Shares Securities Fund,
 37,971 shares, cost $436,731                          -    454,129         -          -         -          -         -
Natural Resources Securities Fund,
 5,033 shares, cost $63,490                            -          -    42,223          -         -          -         -
Real Estate Securities Fund,
 13,312 shares, cost $242,989                          -          -         -    265,318         -          -         -
Rising Dividends Fund,
 37,739 shares, cost $509,182                          -          -         -          -   683,459          -         -
Small Cap Fund,
 21,854 shares, cost $292,317                          -          -         -          -         -    299,835         -
Templeton Developing Markets Equity Fund,
 22,551 shares, cost $226,538                          -          -         -          -         -          -   155,827
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                     211,477    454,129    42,223    265,318   683,459    299,835   155,827
Liabilities:
 Accrued mortality and expense risk charges -
Valuemark II & III                                    34         56         5         20        46         41        29
 Accrued mortality and expense risk charges -
Valuemark IV                                           9         14         5          7         8          8         6
 Accrued administrative charges - Valuemark II & III   4         7          1          3         5          5         3
 Accrued administrative charges - Valuemark IV         1         2          1          1         1          1         1
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                     48         79        12         31        60         55        39
Net assets                                      $211,429    454,050    42,211    265,287   683,399    299,780   155,788
Contract owners' equity:
 Contracts in accumulation period -
Valuemark II and III (note 5)                   $109,094    214,642    37,878    222,740   585,952    216,872   127,804
 Contracts in accumulation period -
Valuemark IV (note 5)                             98,842    234,337     4,332     41,773    93,151     79,977    27,259
 Contracts in annuity payment period (note 2)      3,493      5,071         1        774     4,296      2,931       725
- ---------------------------------------------------------------------------------------------------------------------------
Total contract owners' equity                   $211,429    454,050    42,211    265,287   683,399    299,780   155,788

<FN>
                                                                                                                         
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)    
Statements  of Assets and  Liabilities (cont.)
December 31, 1998
(In thousands)

                                                                     Templeton             Templeton
                                                Templeton  Templeton  Global    Templeton International Templeton   U.S.
                                              Global Asset  Global    Income  International  Smaller     Pacific Government
                                               Allocation   Growth  Securities    Equity    Companies    Growth  Securities
                                                  Fund       Fund      Fund        Fund       Fund        Fund     Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>      <C>       <C>         <C>          <C>      <C>
Investments at net asset value:
 Franklin Valuemark Funds:
Templeton Global Asset Allocation Fund,
 6,085 shares, cost $74,120                      $77,102          -         -          -         -          -         -
Templeton Global Growth Fund,
 47,979 shares, cost $599,143                          -    708,656         -          -         -          -         -
Templeton Global Income Securities Fund,
 10,611 shares, cost $134,677                          -          -   136,570          -         -          -         -
Templeton International Equity Fund,
 57,966 shares, cost $803,532                          -          -         -    899,633         -          -         -
Templeton International Smaller Companies Fund,
 2,597 shares, cost $28,278                            -          -         -          -    23,890          -         -
Templeton Pacific Growth Fund,
 12,226 shares, cost $120,880                          -          -         -          -         -     91,820         -
U.S. Government Securities Fund,
 45,906 shares, cost $604,186                          -          -         -          -         -          -   637,639
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                      77,102    708,656   136,570    899,633    23,890     91,820   637,639
Liabilities:
 Accrued mortality and expense risk charges -
  Valuemark II & III                                  31        122         9        120         7         14        24
 Accrued mortality and expense risk charges -
Valuemark IV                                           6         10         5          8         5          5         7
 Accrued administrative charges - Valuemark II & III   4         15         1         14         1          2         3
 Accrued administrative charges - Valuemark IV         1          1         1          1         1          1         1
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                     42        148        16        143        14         22        35
Net assets                                       $77,060    708,508   136,554    899,490    23,876     91,798   637,604
Contract owners' equity:
 Contracts in accumulation period -
Valuemark II and III (note 5)                    $55,102    558,162   124,899    815,915    14,354     86,200   579,909
 Contracts in accumulation period -
Valuemark IV (note 5)                             20,200    143,943    11,582     81,113     9,037      5,274    57,334
 Contracts in annuity payment period (note 2)      1,758      6,403        73      2,462       485        324       361
- ---------------------------------------------------------------------------------------------------------------------------
Total contract owners' equity                    $77,060    708,508   136,554    899,490    23,876     91,798   637,604

<FN>

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)    
Statements  of Assets and  Liabilities (cont.)
December 31, 1998
(In thousands)

                                                                    Value        Zero       Zero        Zero       Total
                                                                 Securities     Coupon     Coupon      Coupon       All
                                                                    Fund     Fund - 2000 Fund - 2005 Fund - 2010   Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>        <C>          <C>         <C>      <C> 
Investments at net asset value:
 Franklin Valuemark Funds:
Value Securities Fund, 1,117 shares, cost $9,106                  $8,698             -            -           -
Zero Coupon Fund - 2000, 5,279 shares, cost $74,444                    -        78,181            -           -
Zero Coupon Fund - 2005, 4,244 shares, cost $64,849                    -             -       75,293           -
Zero Coupon Fund - 2010, 4,482 shares, cost $74,63                     -             -            -      85,373
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                                       8,698        78,181       75,293      85,373   9,144,914
Liabilities:
 Accrued mortality and expense risk charges - Valuemark II & III      15             6            8           8       1,036
 Accrued mortality and expense risk charges - Valuemark IV            14             5            5           6         191
 Accrued administrative charges - Valuemark II & III                   2             1            1           1         125
 Accrued administrative charges - Valuemark IV                         2             1            1           1          27
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                     33            13           15          16       1,379
Net assets                                                        $8,665        78,168       75,278      85,357   9,143,535
Contract owners' equity:
 Contracts in accumulation period - Valuemark II and III (note 5) $5,542        74,353       65,876      72,114   7,665,363
 Contracts in accumulation period - Valuemark IV (note 5)          2,834         3,815        9,402      13,233   1,428,304
 Contracts in annuity payment period (note 2)                        289             -            -          10      49,868
- ---------------------------------------------------------------------------------------------------------------------------
Total contract owners' equity                                     $8,665        78,168       75,278      85,357   9,143,535

<FN>
                                                                                                                         
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)  
Statements  of Operations  
For the year ended December 31, 1998
(In thousands)

                                                             Global      Global
                                                 Capital  Health Care  Utilities   Growth      High      Income      Money
                                                 Growth    Securitie  Securities  and Income  Income   Securities   Market
                                                  Fund        Fund       Fund       Fund       Fund       Fund       Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>    <C>          <C>         <C>        <C>      <C>          <C>
Investment income:
 Dividends reinvested in fund shares              $ 494          -       38,909     39,645    40,005     95,451    17,985
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges - 
   Valuemark II & III                             1,170         29       11,766     13,988     4,633     14,586     3,861
 Mortality and expense risk charges - 
   Valuemark IV                                     612         10          239      1,340       944      1,113       671
 Administrative charges - Valuemark II & III        140          3        1,412      1,679       556      1,750       463
 Administrative charges - Valuemark IV               69          0           27        150       106        125        75
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                                    1,991         42       13,444     17,157     6,239     17,574     5,070
Investment income (loss), net                    (1,497)       (42)      25,465     22,488    33,766     77,877    12,915
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
Realized capital gain distributions on mutual funds   -         -        56,735     93,268     2,374     22,541         -
Realized gains (losses) on sales of
   investments, net                               3,101      (205)       42,510     35,118     2,328     25,848         -
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on investments, net       3,101      (205)       99,245    128,386     4,702     48,389         -
Net change in unrealized appreciation
 (depreciation) on investments                   24,031       808       (40,032)   (73,442)  (38,630)  (126,374)        -
Total realized gains (losses) and unrealized
 appreciation (depreciation) on investments, net 27,132       603        59,213     54,944   (33,928)   (77,985)        -
Net increase (decrease) in net assets
    from operations                             $25,635       561        84,678     77,432      (162)      (108)   12,915

<FN>

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)  
Statements of Operations (cont.) 
For the year ended December 31, 1998 
(In thousands) 
                                                 Mutual     Mutual    Natural                                   Templeton
                                                Discovery   Shares   Resources  Real Estate   Rising    Small   Developing
                                               Securities Securities Securities  Securities  Dividends   Cap     Markets
                                                  Fund       Fund      Fund        Fund        Fund     Fund   Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>         <C>       <C>          <C>         <C>      <C>      <C>
Investment income:
 Dividends reinvested in fund shares            $ 3,108      4,806       878     14,421       7,816      191     6,715
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges - 
   Valuemark II & III                             1,606      3,023       659      3,793       7,982    2,950     2,139
 Mortality and expense risk charges -
    Valuemark IV                                  1,235      2,685        58        544         922      828       366
 Administrative charges - Valuemark II & III        193        363        79        455         958      354       257
 Administrative charges - Valuemark IV              138        301         7         61         103       93        41
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                                    3,172      6,372       803      4,853       9,965    4,225     2,803
Investment income (loss), net                       (64)    (1,566)       75      9,568      (2,149)  (4,034)    3,912
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
Realized capital gain distributions on 
   mutual funds                                   2,892      4,199         -      8,927      95,780   24,533    21,834
Realized gains (losses) on sales of 
   investments, net                              (1,124)       140   (13,600)    16,775      38,887     (141)  (30,570)
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on investments, net       1,768      4,339   (13,600)    25,702     134,667   24,392    (8,736)
Net change in unrealized appreciation
 (depreciation) on investments                  (23,026)   (15,031)   (3,804)  (105,327)   (101,514) (31,057)  (51,993)
Total realized gains (losses) and unrealized
 appreciation (depreciation) on investments, net(21,258)   (10,692)  (17,404)   (79,625)     33,153   (6,665)  (60,729)
Net increase (decrease) in net assets 
   from operations                             ($21,322)   (12,258)  (17,329)   (70,057)     31,004  (10,699)  (56,817)
<FN>

                                                                                                                         
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued) 
Statements of Operations (cont.) 
For the year ended December 31, 1998 
(In thousands) 
                                                                     Templeton               Templeton
                                                Templeton  Templeton  Global    Templeton  International Templeton     U.S.
                                              Global Asset  Global    Income  International   Smaller     Pacific  Government
                                               Allocation   Growth  Securities   Equity      Companies     Growth  Securities
                                                  Fund       Fund      Fund       Fund         Fund         Fund      Fund
- ---------------------------------------------------------------------------------------------------------------------------
Investment income:
 Dividends reinvested in fund shares             $3,077     19,141    11,179     32,633         706         4,948    45,330
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>       <C>        <C>        <C>            <C>         <C>        <C>
Expenses:
 Mortality and expense risk charges - 
   Valuemark II & III                               821      7,655     1,770     12,067         241         1,291     7,622
 Mortality and expense risk charges -
    Valuemark IV                                    243      1,606       125        986         131            54       532
 Administrative charges - Valuemark II & III         99        919       212      1,448          29           155       915
 Administrative charges - Valuemark IV               27        180        14        110          15             6        60
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                                    1,190     10,360     2,121     14,611         416         1,506     9,129
Investment income (loss), net                     1,887      8,781     9,058     18,022         290         3,442    36,201
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
Realized capital gain distributions on 
   mutual funds                                   3,659     69,721         -     65,552         817         1,506        -
Realized gains (losses) on sales of 
   investments, net                                 737     12,774       263     46,548      (1,364)      (67,544)   8,286
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on investments, net       4,396     82,495       263    112,100        (547)      (66,038)   8,286
Net change in unrealized appreciation
 (depreciation) on investments                   (8,198)   (44,136)   (1,320)   (88,725)     (3,830)       39,890   (7,222)
Total realized gains (losses) and unrealized
 appreciation (depreciation) on investments, net (3,802)    38,359    (1,057)    23,375      (4,377)      (26,148)   1,064
Net increase (decrease) in net assets from
 operations                                     ($1,915)    47,140     8,001     41,397      (4,087)      (22,706)  37,265
<FN>

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)  
Statements of Operations (cont.) 
For the year ended December 31, 1998 
(In thousands) 
                                                                     Value       Zero         Zero         Zero      Total
                                                                  Securities    Coupon       Coupon       Coupon      All
                                                                     Fund     Fund - 2000  Fund - 2005  Fund - 2010  Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>          <C>          <C>           <C>        <C>   
Investment income:
 Dividends reinvested in fund shares                               $ -        6,413         4,263        4,432      402,546
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges - Valuemark II & III            28        1,012           808          907      106,407
 Mortality and expense risk charges - Valuemark IV                  14           35            87          110       15,490
 Administrative charges - Valuemark II & III                         3          121            97          109       12,769
 Administrative charges - Valuemark IV                               2            4            10           12        1,736
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                                                      47        1,172         1,002        1,138      136,402
Investment income (loss), net                                      (47)       5,241         3,261        3,294      266,144
Realized gains (losses) and unrealized appreciation
 (depreciation)on investments:
 Realized capital gain distributions on mutual funds                 -        1,026           986          613      476,963
 Realized gains (losses) on sales of investments, net              (74)       1,370         1,499        4,830      126,392
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on investments, net                        (74)       2,396         2,485        5,443      603,355
Net change in unrealized appreciation (depreciation)
 on investments                                                   (407)      (2,765)        1,608          769     (699,727)
Total realized gains (losses) and unrealized appreciation
 (depreciation)on investments, net                                (481)        (369)        4,093        6,212      (96,372)
Net increase (decrease) in net assets from operations            ($528)       4,872         7,354        9,506      169,772

<FN>
                                                                                                                         
See accompanying notes to financial statements.
</FN>
</TABLE>

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

Statements  of Changes in Net Assets 
For the years ended  December  31, 1998 and 1997
(In thousands) 
                                                            Global Health      Global Utilities
                                Capital Growth Fund     Care Securities Fund    Securities Fund   Growth and Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                  1998       1997          1998       1997      1998      1997        1998       1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                               <C>        <C>           <C>        <C>        <C>      <C>          <C>        <C>
Increase (decrease) in net assets:
 Operations:
Investment income (loss), net   ($1,497)     (894)         (42)       -         25,465      35,651    22,488      20,007
Realized gains (losses) on
 investments, net                 3,101     2,092         (205)       -         99,245     106,619   128,386      58,209
Net change in unrealized
 appreciation (depreciation)
 on investments                  24,031     8,783          808        -        (40,032)     76,100   (73,442)    173,409
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations          25,635     9,981          561        -         84,678     218,370    77,432     251,625
Contract transactions -
 Valuemark II & III (note 5):
Purchase payments                 3,713    11,652          194        -          7,461      14,377    16,130      50,544
Transfers between funds          55,930    18,490        5,818        -        (39,931)   (131,387)   20,093      23,747
Surrenders and terminations     (17,886)   (5,581)        (190)       -       (198,959)   (173,138) (195,983)   (141,024)
Rescissions                          (8)     (159)           -        -           (241)       (730)     (276)       (922)
Other transactions (note 2)         (19)      (89)          (1)       -            155         246       356          241
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark II & III              41,730    24,313        5,821        -       (231,515)   (290,632) (159,680)    (67,414)
Contract transactions -
 Valuemark IV (note 5):
Purchase payments                21,127    23,159        1,428        -         12,583       5,818    51,280       49,951
Transfers between funds          17,665     2,395        1,051        -          6,950       1,246    25,926        4,608
Surrenders and terminations      (2,192)     (174)          (7)       -         (1,068)        (70)   (5,388)        (685)
Rescissions                        (556)     (754)        (258)       -            (88)        (60)     (943)        (859)
Other transactions (note 2)           1        38            -        -              5           1        46           51
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark IV                    36,045    24,664        2,214        -         18,382       6,935    70,921       53,066
Increase (decrease) in 
   net assets                   103,410    58,958        8,596        -       (128,455)    (65,327)  (11,327)     237,277
Net assets at beginning
  of year                       101,068    42,110            -        -      1,032,546   1,097,873 1,214,387      977,110
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year      $204,478   101,068        8,596        -        904,091   1,032,546 1,203,060    1,214,387

<FN>

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       
ALLIANZ LIFE VARIABLE ACCOUNT B
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998 and 1997
(In thousands)

                                                                                                      Mutual Discovery
                                  High Income Fund   Income Securities Fund    Money Market Fund       Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997        1998      1997         1998       1997        1998      1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>          <C>       <C>          <C>         <C>        <C>         <C>
Increase (decrease) in net assets:
 Operations:
Investment income (loss), net   $ 33,766    27,707       77,877    74,684       12,915      13,801         (64)      (1,520)
Realized gains (losses) on
 investments, net                  4,702    10,947       48,389    44,523            -           -       1,768          591
Net change in unrealized
 appreciation (depreciation)
 on investments                  (38,630)      389     (126,374)   62,214            -           -     (23,026)      15,535
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations             (162)   39,043         (108)  181,421       12,915      13,801     (21,322)      14,606
Contract transactions -
 Valuemark II & III (note 5):
Purchase payments                  4,834    22,772       13,275    50,873       11,342      70,286       6,337       28,591
Transfers between funds          (19,142)      310      (51,375)  (56,241)     207,647      (3,675)     18,856       74,361
Surrenders and terminations      (71,048)  (59,371)    (219,332) (169,518)    (204,171)   (161,311)    (22,824)      (7,182)
Rescissions                         (154)     (602)        (278)   (1,451)        (341)     (2,246)       (132)        (510)
Other transactions (note 2)          455       246          411       446          824         894           5           17
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark II & III              (85,055)  (36,645)    (257,299) (175,891)      15,301     (96,052)      2,242       95,277
Contract transactions -
 Valuemark IV (note 5):
Purchase payments                 39,346    42,607       42,572    46,661       44,229      93,106      35,649       57,513
Transfers between funds            8,234     3,456       14,799     3,254      (20,238)    (46,177)     12,085        6,028
Surrenders and terminations       (4,106)     (521)      (3,538)     (443)      (6,316)     (3,086)     (3,935)        (520)
Rescissions                       (1,327)     (844)        (530)   (1,143)      (1,952)       (918)       (577)        (763)
Other transactions (note 2)           50        21           (5)        3          199         494          59           13
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark IV                     42,197    44,719       53,298    48,332       15,922      43,419      43,281       62,271
Increase (decrease) in net assets(43,020)   47,117     (204,109)   53,862       44,138     (38,832)     24,201      172,154
Net assets at beginning of year  449,496   402,379    1,305,706 1,251,844      336,797     375,629     187,228       15,074
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year       $406,476   449,496    1,101,597 1,305,706      380,935     336,797     211,429      187,228
<FN>

                                                                                                                         
See accompanying notes to financial statements.
</FN>
</TABLE>

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

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998 and 1997
(In thousands)

                                    Mutual Shares        Natural Resources
Securities Fund                    Securities Fund  Real Estate Securities FundRising Dividends Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997         1998      1997        1998      1997         1998      1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>          <C>       <C>         <C>       <C>          <C>       <C>
Increase (decrease) in net assets:
 Operations:
Investment income (loss), net     ($1,566)   (2,774)          75         110      9,568     5,160       (2,149)      199
Realized gains (losses) on
 investments, net                   4,339        65      (13,600)     (3,931)    25,702    16,329      134,667    43,845
Net change in unrealized
 appreciation (depreciation)
 on investments                   (15,031)   31,825       (3,804)    (14,906)  (105,327)   42,697     (101,514)  123,868
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations           (12,258)   29,116      (17,329)    (18,727)   (70,057)   64,186       31,004   167,912
Contract transactions -
 Valuemark II & III (note 5):
Purchase payments                  11,748    55,149          899       3,818      4,373    25,139       10,801    23,594
Transfers between funds            28,224   136,704       (5,230)    (11,395)   (48,548)   28,062       17,226    20,217
Surrenders and terminations       (42,653)  (12,002)      (7,877)     (9,401)   (49,929)  (36,947)    (135,412)  (84,492)
Rescissions                          (194)     (558)         (49)        (67)      (148)     (342)        (207)     (422)
Other transactions (note 2)            59        11           15          26        161        89          239       537
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 contract transactions -
  Valuemark II & III              (2,816)   179,304      (12,242)    (17,019)   (94,091)   16,001     (107,353)  (40,566)
Contract transactions -
 Valuemark IV (note 5):
Purchase payments                 85,482    113,173        1,717       3,783     16,008    29,207       36,972    32,143
Transfers between funds           28,604     18,844          841         290      1,947     2,787       17,333     5,752
Surrenders and terminations       (8,498)    (1,198)        (188)        (6)     (1,625)     (354)      (3,213)     (409)
Rescissions                       (1,549)    (1,424)         (52)       (94)       (202)     (517)        (691)     (624)
Other transactions (note 2)           92         37          (15)         4          13        10            3         9
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark IV                    104,131    129,432        2,303      3,977      16,141    31,133       50,404    36,871
Increase (decrease) in 
  net assets                      89,057    337,852      (27,268)   (31,769)   (148,007)  111,320      (25,945)  164,217
Net assets at beginning of year  364,993     27,141       69,479    101,248     413,294   301,974      709,344   545,127
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year       $454,050    364,993       42,211     69,479     265,287   413,294      683,399   709,344
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998 and 1997
(In thousands)

                                                       Templeton Developing    Templeton Global           Templeton
                                   Small Cap Fund       Markets Equity Fund  Asset Allocation Fund   Global Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997        1998      1997         1998       1997        1998      1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>          <C>      <C>           <C>        <C>        <C>        <C>
Increase (decrease) in net assets:
 Operations:
Investment income (loss), net     ($4,034)   (2,855)      3,912       (744)         1,887       379     8,781      1,105
Realized gains (losses) on
 investments, net                  24,392    16,256      (8,736)    11,272          4,396     1,109    82,495      8,777
Net change in unrealized
 appreciation (depreciation)
 on investments                   (31,057)   21,914     (51,993)   (46,160)        (8,198)    4,962   (44,136)    58,155
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations           (10,699)   35,315     (56,817)   (35,632)        (1,915)    6,450    47,140     68,037
Contract transactions -
 Valuemark II & III (note 5):
Purchase payments                   6,424    29,239       4,084     29,184          1,787    11,196    10,586     58,703
Transfers between funds             4,845    50,164     (39,497)     5,324         (8,074)    9,847   (41,415)     4,664
Surrenders and terminations       (36,786)  (23,270)    (26,039)   (24,867)        (8,859)   (6,290)  (79,015)   (46,883)
Rescissions                          (186)     (651)        (68)      (281)            (7)      (71)     (300)    (1,055)
Other transactions (note 2)           (15)       71         (56)         2             30       186        78         54
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark II & III               (25,718)   55,553     (61,576)     9,362        (15,123)   14,868  (110,066)    15,483
Contract transactions -
 Valuemark IV (note 5):
Purchase payments                  26,375    40,513       9,390     32,069          6,881    13,018    47,491     79,798
Transfers between funds            13,910     2,867      (1,057)     2,442            525     1,126    11,653      5,848
Surrenders and terminations        (2,749)     (266)     (1,050)      (253)          (519)     (107)   (4,558)      (652)
Rescissions                          (368)     (589)       (129)      (302)           (14)     (260)     (653)    (1,079)
Other transactions (note 2)            32        26         (13)         8             11         2       (12)        12
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark IV                      37,200    42,551       7,141     33,964          6,884    13,779    53,921     83,927
Increase (decrease) in
  net assets                          783   133,419    (111,252)     7,694        (10,154)   35,097    (9,005)   167,447
Net assets at beginning of year   298,997   165,578     267,040    259,346         87,214    52,117   717,513    550,066
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year        $299,780   298,997     155,788    267,040         77,060    87,214   708,508    717,513
<FN>

                                                                                                                         
See accompanying notes to financial statements.
</FN>
</TABLE>

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

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998 and 1997
(In thousands)

                                  Templeton Global          Templeton        Templeton International      Templeton
                               Income Securities FundInternational Equity FundSmaller Companies Fund Pacific Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997        1998      1997          1998      1997        1998      1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>         <C>       <C>          <C>         <C>        <C>         <C>
Increase (decrease) in net assets:
 Operations:
Investment income (loss), net    $ 9,058     10,527     18,022       14,487       290        (225)    3,442        1,743
Realized gains (losses) on
 investments, net                    263      1,131    112,100       91,429      (547)        545   (66,038)      (6,660)
Net change in unrealized
 appreciation (depreciation)
 on investments                   (1,320)   (10,041)   (88,725)       1,618    (3,830)     (1,688)    39,890     (91,510)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations            8,001      1,617      41,397     107,534    (4,087)     (1,368)   (22,706)    (96,427)
Contract transactions -
 Valuemark II & III (note 5):
Purchase payments                    983      5,204       8,884       48,236      865       5,943      1,634       7,156
Transfers between funds          (13,288)   (17,682)    (92,026)     (33,305)  (3,005)      2,953    (21,917)    (55,954)
Surrenders and terminations      (30,382)   (27,867)   (171,313)    (126,296)  (2,234)     (1,856)   (20,611)    (36,981)
Rescissions                          (42)      (283)       (404)      (1,041)     (24)        (91)       (54)       (144)
Other transactions (note 2)          154        193         252          282       10          32         48         398
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark II & III              (42,575)   (40,435)   (254,607)    (112,124)  (4,388)      6,981    (40,900)    (85,525)
Contract transactions -
 Valuemark IV (note 5):
Purchase payments                  3,461      6,478      21,502       53,802    2,980       8,807      2,042       4,649
Transfers between funds            1,385        316       6,064        2,916     (467)        531        282         622
Surrenders and terminations         (377)       (83)     (2,654)        (259)    (365)       (128)      (205)        (98)
Rescissions                          (12)      (207)        (95)        (629)     (85)        (50)       (42)        (52)
Other transactions (note 2)            2         15          45           15      (15)          3         (1)          -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark IV                      4,459      6,519      24,862       55,845    2,048       9,163      2,076       5,121
Increase (decrease) in net assets(30,115)   (32,299)   (188,348)      51,255   (6,427)     14,776    (61,530)   (176,831)
Net assets at beginning of year  166,669    198,968   1,087,838    1,036,583   30,303      15,527    153,328     330,159
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year       $136,554    166,669     899,490    1,087,838   23,876      30,303     91,798     153,328
<FN>
See accompanying notes to financial statements.
</FN>
<PAGE>
</TABLE>

<TABLE>
<CAPTION>
                                       
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, 1998 and 1997
(In thousands)

                                   U.S. Government              Value
                                   Securities Fund         Securities Fund  Zero Coupon Fund - 2000Zero Coupon Fund - 2005
- ---------------------------------------------------------------------------------------------------------------------------
                                  1998       1997          1998      1997        1998      1997        1998       1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>         <C>       <C>          <C>         <C>        <C>         <C>
Increase (decrease) in net assets:
 Operations:
Investment income (loss), net  $ 36,201       28,049       (47)           -     5,241       5,205     3,261        3,461
Realized gains (losses) on
 investments, net                 8,286        5,606       (74)           -     2,396       1,677     2,485        1,510
Net change in unrealized
 appreciation (depreciation)
 on investments                  (7,222)      17,549      (407)           -    (2,765)     (1,692)    1,608        1,476
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations          37,265       51,204      (528)           -     4,872       5,190     7,354        6,447
Contract transactions -
  Valuemark II & III (note 5):
Purchase payments                 5,708       23,060       190            -       498        1,290      759        1,695
Transfers between funds          12,261      (47,874)    6,072            -    (4,978)      (6,415)   3,490       (6,814)
Surrenders and terminations    (126,296)    (115,692)     (129)           -   (14,347)     (15,927) (10,720)      (8,976)
Rescissions                        (188)        (756)        -            -        (4)         (43)     (11)          (1)
Other transactions (note 2)         860          775        (1)           -       165          134      105            7
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark II & III            (107,655)    (140,487)    6,132            -   (18,666)     (20,961)  (6,377)     (14,089)
Contract transactions -
 Valuemark IV (note 5):
Purchase payments                20,857       22,408       916            -       864        1,862    3,307        3,410
Transfers between funds          12,943        1,524     2,211            -     1,107         (121)   2,192           34
Surrenders and terminations      (2,139)        (132)      (62)           -       (68)          (7)    (284)         (10)
Rescissions                        (701)        (527)       (4)           -       (23)           -      (68)         (68)
Other transactions (note 2)           4           67         -            -        (6)           -       (4)           -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark IV                    30,964       23,340     3,061            -     1,874        1,734    5,143        3,366
Increase (decrease) in 
   net assets                   (39,426)     (65,943)    8,665            -   (11,920)     (14,037)   6,120       (4,276)
Net assets at beginning
  of year                       677,030      742,973         -            -    90,088      104,125   69,158       73,434
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year      $637,604      677,030     8,665            -    78,168       90,088   75,278       69,158

<FN>
                                                                                                                         
See accompanying notes to financial statements.
</FN>
</TABLE>

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

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998 and 1997
(In thousands)

                                                                            Zero Coupon Fund - 2010    Total All Funds
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                1998       1997       1998      1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>          <C>         <C>       <C>   
Increase (decrease) in net assets:
 Operations:
Investment income (loss), net                                                  $ 3,294     3,446     266,144   236,709
Realized gains (losses) on investments, net                                      5,443     1,575     603,355   413,516
Net change in unrealized appreciation (depreciation) on investments                769     5,123    (699,727)  479,620
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations                            9,506    10,144     169,772 1,129,845
Contract transactions - Valuemark II & III (note 5):
 Purchase payments                                                                 682     3,822     134,191   581,523
 Transfers between funds                                                         4,057    (2,318)     (3,907)    1,783
 Surrenders and terminations                                                   (15,533)   (8,063) (1,708,528)(1,302,935)
 Rescissions                                                                        (2)      (17)     (3,318)  (12,443)
 Other transactions (note 2)                                                        49       (11)      4,339     4,787
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from contract transactions -
  Valuemark II & III                                                           (10,747)   (6,587) (1,577,223) (727,285)
Contract transactions - Valuemark IV (note 5):
 Purchase payments                                                               5,944     3,098     540,403   767,033
 Transfers between funds                                                         3,245       282     169,190    20,870
 Surrenders and terminations                                                      (458)      (11)    (55,562)   (9,472)
 Rescissions                                                                       (20)       (6)    (10,939)  (11,769)
 Other transactions (note 2)                                                        (2)        -         489       829
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from contract transactions -
  Valuemark IV                                                                   8,709     3,363     643,581   767,491
Increase (decrease) in net assets                                                7,468     6,920    (763,870)1,170,051
Net assets at beginning of year                                                 77,889    70,969   9,907,405 8,737,354
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                                                      $85,357    77,889   9,143,535 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
Notes to Financial Statements
December 31, 1998


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

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 on the Fixed Accounts is 3%.

The Global Health Care Securities  Fund and Value  Securities Fund were added as
available  investment options on May 1, 1998. The Utilities Equity Fund name was
changed to  Templeton  Global  Utilities  Securities  Fund on May 1,  1998.  The
Precious  Metals Fund name was changed to Natural  Resources  Securities Fund on
May 1, 1997.



<PAGE>


2. SIGNIFICANT ACCOUNTING POLICIES (cont.)

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%, 5% or 7%. 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,  1998 and 1997 were and  $4,716,335  and  $4,561,683,
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:
<TABLE>
<CAPTION>

                        Years Since                    Contingent Deferred Sales Charge
- ---------------------------------------------------------------------------------------------------------------------------
                          Payment              Valuemark II      Valuemark III     Valuemark IV
- ---------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                     <C>               <C>               <C>
                            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%

</TABLE>
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. 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

<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (cont.)

Contract Based Expenses (cont.)

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, 1998 and 1997 were $8,535,795 and $8,999,290, 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, 1998 and 1997 were $159,282 and $126,072, respectively. Transfer charges are
reflected in the Statements of Changes in Net Assets as other transactions.  Net
transfers from the Fixed Accounts for the years ended December 31, 1998 and 1997
were $165,283,144 and $22,652,962 respectively.

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

On  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, 1998:
<TABLE>
<CAPTION>

                                                                 Capitalization    Date of    Market Value      Date of
Fund                                                                 Amount    Capitalization at Withdrawal   Withdrawal
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>          <C>            <C>  
Global Health Care Securities Fund                                  $250,000       5/1/98        $253,250       12/1/98
Value Securities Fund                                               $250,000       5/1/98        $192,000       12/1/98

</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>
<TABLE>
<CAPTION>


5. CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (In thousands)

Transactions  in units for each fund for the years ended  December  31, 1998 and
1997 were as follows:

                                                               Global      Global
                                                    Capital  Health Care  Utilities   Growth      High     Income     Money
                                                    Growth   Securities  Securities and Income   Income  Securities   Market
                                                     Fund       Fund        Fund        Fund      Fund      Fund       Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>       <C>        <C>          <C>         <C>       <C>        <C>
Valuemark II & III
 Accumulation units outstanding at
  December 31, 1996                                 3,722         -        53,086      50,027    20,736    57,504    28,060
 Contract transactions:
Purchase payments                                     948         -           663       2,362     1,153     2,205     5,065
Transfers between funds                             1,469         -        (6,159)      1,043       (57)   (2,484)     (219)
Surrenders and terminations                          (445)        -        (7,944)     (6,436)   (2,943)   (7,368)  (11,824)
Rescissions                                           (14)        -           (34)        (44)      (30)      (65)     (166)
Other transactions                                     (7)        -            11          10        12        19        66
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                         1,951         -       (13,463)     (3,065)   (1,865)   (7,693)   (7,078)
 Accumulation units outstanding a
 December 31, 1997                                  5,673         -        39,623      46,962    18,871    49,811    20,982
Contract transactions:
Purchase payments                                     160        20           241         538       223       459       566
Transfers between funds                             3,882       586        (1,529)        699      (811)   (2,088)   14,858
Surrenders and terminations                        (1,258)      (20)       (7,481)     (7,722)   (3,310)   (8,767)  (14,408)
Rescissions                                            (1)        -            (9)        (11)       (7)      (11)      (24)
Other transactions                                     (2)        -             6          14        21        16        58
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                         2,781       586        (8,772)     (6,482)   (3,884)  (10,391)    1,050
 Accumulation units outstanding at
   December 31, 1998                                8,454       586        30,851      40,480    14,987    39,420    22,032

Valuemark IV
 Accumulation units outstanding at December 31, 1996    -         -             -           -         -         -         -
 Contract transactions:
Purchase payments                                   1,839         -           263       2,241     2,100     2,022     6,870
Transfers between funds                               188         -            53         200       168       140    (3,400)
Surrenders and terminations                           (13)        -            (3)        (29)      (25)      (19)     (225)
Rescissions                                           (60)        -            (3)        (38)      (42)      (49)      (67)
Other transactions                                      3         -             -           2         1         -        36
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                         1,957         -           310       2,376     2,202     2,094     3,214
 Accumulation units outstanding at December 31, 1997          1,957             -         310     2,376     2,202     2,0943,214
 Contract transactions:
Purchase payments                                   1,503       147           477       2,027     1,834     1,710     3,217
Transfers between funds                             1,238       106           262       1,031       409       599    (1,515)
Surrenders and terminations                          (156)       (1)          (40)       (214)     (195)     (143)     (448)
Rescissions                                           (40)      (28)           (3)        (37)      (61)      (21)     (140)
Other transactions                                      -         -             -           2         2         -        14
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                         2,545       224           696       2,809     1,989     2,145     1,128
 Accumulation units outstanding at
    December 31, 1998                               4,502       224         1,006       5,185     4,191     4,239     4,342

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


5. CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (In thousands) (cont.)
                                                    Mutual      Mutual     Natural                                Templeton
                                                   Discovery    Shares    Resources  Real Estate  Rising   Small Developing
                                                  Securities  Securities Securities  Securities  Dividends  Cap    Markets
                                                     Fund       Fund        Fund        Fund      Fund     Fund  Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>        <C>          <C>        <C>      <C>     <C>
Valuemark II & III
 Accumulation units outstanding at
 December 31, 1996                                  1,471     2,613        6,998       12,757    35,569    12,784    22,423
 Contract transactions:
Purchase payments                                   2,480     4,911          276        1,023     1,368     2,180     2,264
Transfers between funds                             6,648    12,308         (861)       1,129     1,034     3,656       330
Surrenders and terminations                          (613)   (1,037)        (701)      (1,453)   (4,724)   (1,652)   (1,990)
Rescissions                                           (47)      (52)          (5)         (14)      (26)      (49)      (22)
Other transactions                                      1         1            2            3        28         6         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                         8,469    16,131       (1,289)         688    (2,320)    4,141       582
 Accumulation units outstanding at
    December 31, 1997                               9,940    18,744        5,709       13,445    33,249    16,925    23,005
 Contract transactions:
Purchase payments                                     402       795           86          147       415       348       429
Transfers between funds                             1,284     2,150         (562)      (1,976)      670       173    (4,481)
Surrenders and terminations                        (1,897)   (3,544)        (777)      (1,978)   (6,653)   (2,575)   (2,951)
Rescissions                                           (11)      (16)          (5)          (6)      (10)      (13)       (7)
Other transactions                                      -         4            2            7        12        (2)       (6)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                          (222)     (611)      (1,256)      (3,806)   (5,566)   (2,069)   (7,016)
 Accumulation units outstanding at
    December 31, 1998                               9,718    18,133        4,453        9,639    27,683    14,856    15,989

Valuemark IV
 Accumulation units outstanding at December 31, 1996    -         -            -            -         -         -         -
 Contract transactions:
Purchase payments                                   5,050     9,998          288        1,144     1,745     2,823     2,516
Transfers between funds                               518     1,620           23          106       299       198       190
Surrenders and terminations                           (43)     (101)           -          (13)      (21)      (18)      (21)
Rescissions                                           (65)     (126)          (7)         (20)      (33)      (40)      (23)
Other transactions                                      1         3            -            -         1         2         1
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                         5,461    11,394          304        1,217     1,991     2,965     2,663
 Accumulation units outstanding at 
    December 31, 1997                               5,461    11,394          304        1,217     1,991     2,965     2,663
 Contract transactions:
Purchase payments                                   2,832     6,911          162          604     1,788     1,762     1,055
Transfers between funds                               907     2,362           73           75       843       988      (154)
Surrenders and terminations                          (338)     (718)         (19)         (66)     (159)     (199)     (121)
Rescissions                                           (45)     (123)          (5)          (8)      (35)      (27)      (16)
Other transactions                                      5         8           (1)           1         -         3        (2)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                         3,361     8,440          210          606     2,437     2,527       762
 Accumulation units outstanding at
 December 31, 1998                                  8,822    19,834          514        1,823     4,428     5,492     3,425

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


5. CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (In thousands) (cont.)
                                                                                                        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>
Valuemark II & III
 Accumulation units outstanding at December 31, 1996          4,104    40,327     11,857    64,375        1,388    22,061
 Contract transactions:
Purchase payments                                               819     3,970        314     2,786          517       501
Transfers between funds                                         755       334     (1,058)   (1,782)         258    (4,037)
Surrenders and terminations                                    (456)   (3,127)    (1,673)   (7,156)        (160)   (2,707)
Rescissions                                                      (6)      (74)       (17)      (59)          (8)      (10)
Other transactions                                               13         3         11        15            3        25
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                                   1,125     1,106     (2,423)   (6,196)         610    (6,228)
 Accumulation units outstanding at December 31, 1997          5,229    41,433      9,434    58,179        1,998    15,833
 Contract transactions:
Purchase payments                                                69       569         57       449           35       204
Transfers between funds                                        (598)   (2,789)      (773)   (5,188)        (288)   (2,708)
Surrenders and terminations                                    (646)   (4,973)    (1,749)   (9,177)        (211)   (2,662)
Rescissions                                                       -       (19)        (2)      (21)          (2)       (7)
Other transactions                                                2         5          9        14            1         9
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                                  (1,173)   (7,207)    (2,458)  (13,923)        (465)   (5,164)
 Accumulation units outstanding at December 31, 1998          4,056    34,226      6,976    44,256        1,533    10,669

Valuemark IV
 Accumulation units outstanding at December 31, 1996              -         -          -         -            -         -
 Contract transactions:
Purchase payments                                               952     5,261        391     3,008          761       346
Transfers between funds                                          82       375         19       162           46        47
Surrenders and terminations                                      (8)      (42)        (5)      (14)         (11)      (10)
Rescissions                                                     (18)      (70)       (13)      (35)          (4)       (4)
Other transactions                                                -         1          1         1            -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                                   1,008     5,525        393     3,122          792       379
 Accumulation units outstanding at December 31, 1997          1,008     5,525        393     3,122          792       379
 Contract transactions:
Purchase payments                                               487     2,951        202     1,143          271       256
Transfers between funds                                          34       720         79       307          (52)       53
Surrenders and terminations                                     (38)     (290)       (22)     (143)         (34)      (28)
Rescissions                                                      (1)      (41)        (1)       (5)          (8)       (5)
Other transactions                                                1        (1)         -         3           (2)        -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                                     483     3,339        258     1,305          175       276
 Accumulation units outstanding at December 31, 1998          1,491     8,864        651     4,427          967       655

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


5. CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (In thousands) (cont.)
                                                               U.S.                Zero       Zero      Zero
                                                            Government    Value   Coupon     Coupon    Coupon     Total
                                                            Securities Securities Fund -     Fund -    Fund -      All
                                                               Fund       Fund     2000       2005      2010      Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>       <C>        <C>        <C>       <C>       <C>
Valuemark II & III
 Accumulation units outstanding at December 31, 1996         44,598         -      5,636     3,579     3,297   508,972
 Contract transactions:
Purchase payments                                             1,363         -         69        83       177    37,497
Transfers between funds                                      (2,875)        -       (341)     (328)     (113)    8,650
Surrenders and terminations                                  (6,740)        -       (846)     (424)     (362)  (72,781)
Rescissions                                                     (44)        -         (2)        -        (1)     (789)
Other transactions                                               45         -          7         -         -       274
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                                  (8,251)        -     (1,113)     (669)     (299)  (27,149)
 Accumulation units outstanding at December 31, 1997         36,347         -      4,523     2,910     2,998   481,823
 Contract transactions:
Purchase payments                                               310        17         25        32        26     6,622
Transfers between funds                                         617       718       (249)      140       138     1,875
Surrenders and terminations                                  (6,810)      (16)      (712)     (451)     (582)  (91,330)
Rescissions                                                     (10)        -          -         -         -      (192)
Other transactions                                               46         -          8         4         2       230
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                                  (5,847)      719       (928)     (275)     (416)  (82,795)
 Accumulation units outstanding at December 31, 1998         30,500       719      3,595     2,635     2,582   399,028

Valuemark IV
 Accumulation units outstanding at December 31, 1996              -         -          -         -         -         -
 Contract transactions:
Purchase payments                                             1,310         -        100       162       138    51,328
Transfers between funds                                          84         -         (6)        2        12     1,126
Surrenders and terminations                                      (8)        -          -         -         -      (629)
Rescissions                                                     (31)        -          -        (3)        -      (751)
Other transactions                                                4         -          -         -         -        57
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                                   1,359         -         94       161       150    51,131
 Accumulation units outstanding at December 31, 1997          1,359         -         94       161       150    51,131
 Contract transactions:
Purchase payments                                             1,142       109         43       142       226    33,001
Transfers between funds                                         693       267         55        92       120     9,592
Surrenders and terminations                                    (116)       (8)        (3)      (12)      (17)   (3,528)
Rescissions                                                     (38)       (1)        (1)       (3)       (1)     (694)
Other transactions                                                -         -          -         -         -        33
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units resulting
 from contract transactions                                   1,681       367         94       219       328    38,404
 Accumulation units outstanding at December 31, 1998          3,040       367        188       380       478    89,535
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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 of the five years in the period ended  December 31,
1998 follows.

                                    Valuemark II & III                                     Valuemark IV
- ---------------------------------------------------------------------------------------------------------------------------
                     Accumulation                          Ratio of      Accumulation                             Ratio of
                        Units                              Expenses         Units                                 Expenses
                    Outstanding  Accumulation  NetAssets   to Average    Outstanding  Accumulation  NetAssets   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>
Capital Growth Fund
December 31,
 1998                  8,454        $15.574  $ 131,652       2.17%         4,502       $15.537    $ 69,939         2.26%
 1997                  5,673         13.130     74,473       2.17          1,967        13.110      25,654         2.26
 19961                 3,722         11.254     42,110       2.17+              -            -            -        -

Global Health Care
 Securities Fund
December 31,
 19982                    586        10.610      6,215       2.24+            224       10.604       2,381         2.33+

Global Utilities
 Securities Fund
December 31,
 1998                 30,851         28.308    873,319       1.90          1,006        28.082      28,248         1.99
 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               -            -            -        -

Growth and Income Fund
December 31,
 1998                 40,480         26.226  1,061,658       1.89          5,185        25.993     134,775         1.98
 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               -            -            -        -

High Income Fund
December 31,
 1998                 14,987         21.208    317,865       1.93          4,191        21.020      88,069         2.02
 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               -            -            -       -

Income Securities Fund
December 31,
 1998                 39,420         25.122    990,325       1.89          4,239        24.898     105,543         1.98
 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               -            -            -        -

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



6. UNIT VALUES (cont.)
                                    Valuemark II & III                                     Valuemark IV
- ---------------------------------------------------------------------------------------------------------------------------
                     Accumulation                          Ratio of      Accumulation                             Ratio of
                        Units                              Expenses         Units                                 Expenses
                    Outstanding  Accumulation  NetAssets   to Average    Outstanding  Accumulation  NetAssets   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>
Money Market Fund
December 31,
 1998                 22,032        $14.386  $ 316,921       1.85%         4,342       $14.260    $ 61,911         1.94%
 1997                 20,892         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               -            -            -        -

Mutual Discovery
 Securities Fund
December 31,
 1998                  9,718         11.226    109,094       2.40          8,822        11.205      98,842         2.49
 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,
 1998                 18,133         11.837    214,642       2.17         19,834        11.814     234,337         2.26
 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,
 1998                  4,453          8.505     37,878       2.04             514        8.430       4,332         2.13
 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               -            -            -       -

Real Estate Securities Fund
December 31,
 1998                  9,639         23.107    222,740       1.94          1,823        22.901      41,773         2.03
 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               -            -            -        -

Rising Dividends Fund
December 31,
 1998                 27,683         21.165    585,952       2.12          4,428        21.034      93,151         2.21
 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               -            -            -        -

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


6. UNIT VALUES (cont.)
                                    
                                    Valuemark II & III                                     Valuemark IV
- ---------------------------------------------------------------------------------------------------------------------------
                     Accumulation                          Ratio of      Accumulation                             Ratio of
                        Units                              Expenses         Units                                 Expenses
                    Outstanding  Accumulation  NetAssets   to Average    Outstanding  Accumulation  NetAssets   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>
Small Cap Fund
December 31,
 1998                 14,856        $14.600  $ 216,872       2.17%         5,492       $14.558    $ 79,977         2.26%
 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,
 1998                 15,989          7.993    127,804       2.81          3,425         7.958      27,259         2.90
 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,
 1998                  4,056         13.589     55,102       2.24          1,491        13.543      20,200         2.33
 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,
 1998                 34,226         16.309    558,162       2.28          8,864        16.238     143,943         2.37
 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,
 1998                  6,976         17.905    124,899       2.03             651       17.746      11,582         2.12
 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               -            -            -        -


</TABLE>

<PAGE>
<TABLE>
<CAPTION>


6. UNIT VALUES (cont.)
                                    
                                    Valuemark II & III                                     Valuemark IV
- ---------------------------------------------------------------------------------------------------------------------------
                     Accumulation                          Ratio of      Accumulation                             Ratio of
                        Units                              Expenses         Units                                 Expenses
                    Outstanding  Accumulation  NetAssets   to Average    Outstanding  Accumulation  NetAssets   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,
 1998                 44,256        $18.437  $ 815,915       2.28%         4,427       $18.322    $ 81,113         2.37%
 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               -            -            -        -

Templeton International
 Smaller Companies Fund
December 31,
 1998                  1,533          9.364     14,354       2.50             967        9.342       9,037         2.59
 1997                  1,998         10.825     21,626       2.46             792       10.809       8,557         2.55
 19961                 1,388         11.145     15,527       2.18+              -            -            -        -

Templeton Pacific
 Growth Fund
December 31,
 1998                 10,669          8.078     86,200       2.50             655        8.028       5,274         2.59
 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               -            -            -        -

U.S. Government Securities Fund
December 31,
 1998                 30,500         19.014    579,909       1.90          3,040        18.847      57,334         1.99
 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               -            -            -        -

Value Securities Fund
December 31,
 19982                    719         7.717      5,542       2.52+            367        7.713       2,834         2.61+

Zero Coupon Fund - 2000
December 31,
 1998                  3,595         20.684     74,353       1.80             188       20.502       3,815         1.89
 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               -            -            -        -

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


6. UNIT VALUES (cont.)
                                    
                                    Valuemark II & III                                     Valuemark IV
- ---------------------------------------------------------------------------------------------------------------------------
                     Accumulation                          Ratio of      Accumulation                             Ratio of
                        Units                              Expenses         Units                                 Expenses
                    Outstanding  Accumulation  NetAssets   to Average    Outstanding  Accumulation  NetAssets   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 - 2005
December 31,
 1998                  2,635        $25.003   $ 65,876       1.80%            380      $24.786     $ 9,402         1.89%
 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               -            -            -        -

Zero Coupon Fund - 2010
December 31,
 1998                  2,582         27.920     72,114       1.80             478       27.674      13,233         1.89
 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               -            -            -        -
<FN>

*For the year ended December 31, including the effect of the expenses of the underlying funds.
+Annualized.
1Period from May 1, 1996 (fund commencement) to December 31, 1996.
2Period from May 1, 1998 (fund commencement) to December 31, 1998.
3Period from November 8, 1996 (fund commencement) to December 31, 1996.
4Period from November 1, 1995 (fund commencement) to December 31, 1995.
5Period from March 15, 1994 (fund commencement) to December 31, 1994.
6Period 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, 1998 and 1997 

<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, 1998 and
1997, 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,
1998. 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, 1998
and 1997, 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,
1998, in conformity with generally accepted accounting principles.


                                            KPMG Peat Marwick LLP



Minneapolis, Minnesota
February 5, 1999


<PAGE>
<TABLE>
<CAPTION>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements 
 
Consolidated Balance Sheets
December 31, 1998 and 1997
(in thousands) 
 
                                                                                                    1998        1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>          <C>    
Assets
Investments:
 Fixed maturities, at fair value                                                                $ 2,538,291   2,705,210
 Equity securities, at fair value                                                                   512,404     442,607
 Mortgage loans on real estate                                                                      457,128     318,683
 Certificates of deposit and short-term securities                                                  166,366     117,124
 Policy loans                                                                                         7,118       5,695
 Other invested assets                                                                               95,746      51,863
 Investment in LifeUSA Holdings Inc.                                                                 80,928           0
- ---------------------------------------------------------------------------------------------------------------------------
Total investments                                                                                 3,857,981   3,641,182
Cash                                                                                                 67,195      26,871
Accrued investment income                                                                            36,649      38,345
Receivables (net of allowance for uncollectible accounts of $3,254 in 1998 and $3,122 in 1997)      323,971     262,676
Reinsurance receivable:
 Funds held on deposit                                                                            1,170,170   1,145,210
 Recoverable on future policy benefit reserves                                                    1,191,098   1,120,663
 Recoverable on unpaid claims                                                                       293,179     219,443
 Receivable on paid claims                                                                           24,986      31,158
Deferred acquisition costs                                                                          930,059     927,080
Other assets                                                                                         35,755      34,475
Federal income tax recoverable                                                                        4,060      20,761
- ---------------------------------------------------------------------------------------------------------------------------
Assets, exclusive of separate account assets                                                      7,935,103   7,467,864
Separate account assets                                                                           9,915,150  10,756,929
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                    $17,850,253  18,224,793
<FN>
 
See accompanying notes to consolidated 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, 1998 and 1997
(in thousands) 
 
                                                                                                    1998        1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>
Liabilities:
 Future benefit reserves:
Life                                                                                            $ 1,445,844   1,297,269
Annuity                                                                                           3,588,491   3,251,829
 Policy and contract claims                                                                         770,846     607,011
 Unearned premiums                                                                                   53,778      50,168
 Reinsurance payable                                                                                129,397     111,684
 Deferred income on reinsurance                                                                     106,065     115,688
 Deferred income taxes                                                                              257,903     228,861
 Accrued expenses                                                                                    91,631      93,341
 Commissions due and accrued                                                                         41,000      39,517
 Other policyholder funds                                                                            20,586      30,208
 Other liabilities                                                                                   89,038     424,696
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities, exclusive of separate account liabilities                                            6,594,579   6,250,272
 Separate account liabilities                                                                     9,915,150  10,756,929
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                                16,509,729  17,007,201
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,
 No shares outstanding in 1998, 25 million shares outstanding in 1997                                     0      25,000
 Additional paid-in capital                                                                         407,088     407,088
 Retained earnings                                                                                  673,857     574,447
 Accumulated other comprehensive income                                                             239,579     191,057
- ---------------------------------------------------------------------------------------------------------------------------
Total stockholder's equity                                                                        1,340,524   1,217,592
Commitments and contingencies (notes 6, 12 and 13)
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholder's equity                                                      $17,850,253  18,224,793
- ---------------------------------------------------------------------------------------------------------------------------
 
<FN>
                                                                                                                          
See accompanying notes to consolidated 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, 1998,  1997 and 1996
(in thousands)   
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>         <C>
Revenue:
 Life insurance premiums                                                             $ 416,199      339,841    284,084
 Other life policy considerations                                                       52,668       83,816     85,747
 Annuity considerations                                                                222,632      219,262    170,656
 Accident and health premiums                                                          773,570      747,718    603,230
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums and considerations                                                    1,465,069    1,390,637  1,143,717
 Premiums and annuity considerations ceded                                             411,316      438,018    277,163
- ---------------------------------------------------------------------------------------------------------------------------
Net premiums and considerations                                                      1,053,753      952,619    866,554
 Investment income, net                                                                217,066      162,350    222,622
 Realized investment gains                                                              89,226       61,488     28,561
 Equity in earnings of LifeUSA Holdings Inc.                                             2,207            0          0
 Other                                                                                  75,967       53,760      6,193
- ---------------------------------------------------------------------------------------------------------------------------
Total revenue                                                                        1,438,219    1,230,217  1,123,930
Benefits and expenses:
 Life insurance benefits                                                               461,891      336,090    281,441
 Annuity benefits                                                                      251,463      206,189    153,238
 Accident and health insurance benefits                                                623,640      566,746    434,793
- ---------------------------------------------------------------------------------------------------------------------------
Total benefits                                                                       1,336,994    1,109,025    869,472
 Benefit recoveries                                                                    501,719      426,607    249,552
- ---------------------------------------------------------------------------------------------------------------------------
Net benefits                                                                           835,275      682,418    619,920
 Commissions and other agent compensation                                              322,697      310,665    267,714
 General and administrative expenses                                                   116,007      106,744     99,018
 Taxes, licenses and fees                                                               15,848       20,605     19,959
 Increase in deferred acquisition costs, net                                            (2,979)     (63,742)   (36,344)
- ---------------------------------------------------------------------------------------------------------------------------
Total benefits and expenses                                                          1,286,848    1,056,690    970,267
Income from operations before income taxes                                             151,371      173,527    153,663
Income tax expense:
 Current                                                                                48,410       31,571     21,936
 Deferred                                                                                2,822       28,283     30,559
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax expense                                                                51,232       59,854     52,495
Net income                                                                           $ 100,139      113,673    101,168 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated  Statements of Comprehensive  Income 
Years ended December 31, 1998, 1997 and 1996 
(in thousands)   
                                                                                        1998          1997       1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>        <C>    
Net income                                                                            $100,139      113,673    101,168
Other comprehensive income (loss):
 Foreign currency translation adjustments, net of tax benefit of $949, $525, and $10 in
  1998, 1997, and 1996 respectively                                                     (1,761)        (975)       (18)
- ---------------------------------------------------------------------------------------------------------------------------
 Unrealized gains (losses) on fixed maturities and equity securities:
Unrealized holding gains (losses) arising during the period net of tax expense (benefit)
 of $57,703, $71,594 and $(10,289) in 1998, 1997, and 1996 respectively                107,162      132,961    (19,107)
Reclassification adjustment for gains included in net income, net of tax expense of
 $30,627, $21,588, and $9,401 in 1998, 1997, and 1996 respectively                     (56,879)     (40,093)   (17,460)
- ---------------------------------------------------------------------------------------------------------------------------
Total unrealized holding gains (losses)                                                 50,283       92,868    (36,567)
Total other comprehensive income (loss)                                                 48,522       91,893    (36,585)
Total comprehensive income                                                            $148,661      205,566     64,583 
<FN>
                                                                                                                          
See accompanying notes to consolidated 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, 1998,
1997 and 1996 
(in thousands)   
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<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     25,000
 Redemption of stock during the year                                                   (25,000)           0          0
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                      0       25,000     25,000
Additional paid-in capital:
 Balance at beginning and end of year                                                  407,088      407,088    407,088
- ---------------------------------------------------------------------------------------------------------------------------
Retained earnings:
 Balance at beginning of year                                                          574,447      462,925    363,357
 Net income                                                                            100,139      113,673    101,168
 Cash dividend to stockholder                                                             (729)      (2,151)    (1,600)
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                673,857      574,447    462,925
Accumulated other comprehensive income:
 Accumulated unrealized holding gain:
Balance at beginning of year                                                           195,505      102,637    139,204
Net unrealized gain (loss) on investments during the year, net of deferred federal income taxes                 50,283
92,868                                                                   (36,567)
- ---------------------------------------------------------------------------------------------------------------------------
  Balance at end of year                                                               245,788      195,505    102,637
 Accumulated unrealized foreign currency (loss):
Balance at beginning of year                                                            (4,448)      (3,473)    (3,455)
Net unrealized (loss) on foreign currency translation during the year,
 net of deferred federal income taxes                                                   (1,761)        (975)       (18)
- ---------------------------------------------------------------------------------------------------------------------------
Balance at end of year                                                                  (6,209)      (4,448)    (3,473)
Total accumulated comprehensive income                                                 239,579      191,057     99,164
- ---------------------------------------------------------------------------------------------------------------------------
Total stockholder's equity                                                          $1,340,524    1,217,592  1,014,177 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated Statements of Cash Flows
December 31, 1998, 1997 and 1996
(in thousands) 
 
                                                                                        1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>         <C>         <C>
Cash flows provided by (used in) operating activities:
 Net income                                                                           $100,139      113,673    101,168
- ---------------------------------------------------------------------------------------------------------------------------
 Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Realized investment gains                                                              (89,226)     (61,488)   (28,561)
Deferred federal income tax expense                                                      2,822       28,283     30,559
Charges to policy account balances                                                    (104,681)    (148,159)   (87,865)
Interest credited to policy account balances                                           262,956      251,182    202,243
Change in:
 Accrued investment income                                                               1,696       (2,215)       728
 Receivables                                                                           (61,295)    (107,398)   (30,578)
 Reinsurance receivables                                                              (162,959)  (1,205,410)   (76,003)
 Deferred acquisition costs                                                             (2,979)     (63,742)   (36,344)
 Future benefit reserves                                                                25,183      138,370     71,193
 Policy and contract claims and other policyholder funds                               154,213       92,230     37,055
 Unearned premiums                                                                       3,610       17,992     (2,005)
 Reinsurance payable                                                                    17,713       68,725     24,019
 Current tax recoverable                                                                16,701       (8,306)    (8,508)
 Accrued expenses and other liabilities                                                 14,797       12,113     15,506
 Commissions due and accrued                                                             1,483        2,414     14,124
Depreciation and amortization                                                          (12,711)     (13,312)   (25,874)
Equity in earnings of LifeUSA Holdings Inc.                                             (2,207)           0          0
Other, net                                                                                  94           18     (1,568)
- ---------------------------------------------------------------------------------------------------------------------------
Total adjustments                                                                       65,210     (998,703)    98,121
Net cash provided by (used in) operating activities                                    165,349     (885,030)   199,289 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
                                                                                                                          
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated Statements of Cash Flows (cont.)
Years ended December 31, 1998, 1997 and 1996
(in thousands) 
 
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>         <C>         <C>    
Cash flows provided by (used in) operating activities                                  165,349     (885,030)   199,289
Cash flows provided by (used in) investing activities:
 Purchase of fixed maturities                                                      $(1,256,653)  (1,748,950)(1,324,676)
 Purchase of equity securities                                                      (1,518,096)  (1,699,847)  (137,304)
 Purchase of stock in LifeUSA Holdings, Inc.                                           (79,091)           0          0
 Funding of mortgage loans                                                            (168,870)    (103,626)   (70,265)
 Sale of fixed maturities                                                            1,460,969    1,921,534  1,043,748
 Matured fixed maturities                                                               28,152        1,150      2,711
 Sale of equity securities                                                           1,560,695    1,691,789    122,788
 Repayment of mortgage loans                                                            29,105       29,520     23,317
 Net change in certificates of deposit and short-term securities                       (49,242)      87,848   (173,471)
 Other                                                                                 (46,256)      82,797    (20,566)
- ---------------------------------------------------------------------------------------------------------------------------
 Net cash (used in) provided by investing activities                                   (39,287)     262,215   (533,718)
Cash flows provided by (used in) financing activities:
 Policyholders' deposits to account balances                                         $ 864,446      748,430    591,926
 Policyholders' withdrawals from account balances                                     (562,667)    (524,579)  (384,550)
 Change in assets held under reinsurance agreements                                      7,876      150,526          0
 Funds borrowed (repaid) on dollar reverse repurchase agreements, net                 (369,664)     239,468    130,196
 Redemption of preferred stock                                                         (25,000)           0          0
 Cash dividends paid                                                                      (729)      (2,151)    (1,600)
- ---------------------------------------------------------------------------------------------------------------------------
 Net cash (used in) provided by financing activities                                   (85,738)     611,694    335,972
Net change in cash                                                                      40,324      (11,121)     1,543
Cash at beginning of year                                                               26,871       37,992     36,449
- ---------------------------------------------------------------------------------------------------------------------------
Cash at end of year                                                                   $ 67,195       26,871     37,992 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>
<PAGE>
                                                    
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(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 group and
individual life,  annuity and accident and health policies in the United States,
Canada  and  several   U.S.   territories.   Based  on  1998  net  revenues  and
considerations,  36%, 16% and 48% 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 The
Franklin  Templeton Group 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 LifeUSA Holding Inc.
(LifeUSA),  a  publicly  traded  insurance  company  in  which  it holds a 21.4%
ownership interest at December 31, 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.

Traditional Life, Group Life and Group Accident and Health Insurance

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.

Nontraditional and Variable Life and Annuity Business

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
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(1) Summary of Significant Accounting Policies (cont.)
Deferred Acquisition Costs (cont.)

policies are deferred and  amortized  over the lives of the policies in the same
manner as premiums are earned.  For  interest  sensitive  products,  acquisition
costs are  amortized in relation to the present  value of expected  future gross
profits from investment  margins and mortality,  morbidity and expense  charges.
Deferred  acquisition  costs amortized during 1998, 1997 and 1996 were $202,644,
$219,266, and $137,618, 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 range from 7.5% 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 fixed  maturity and equity  portfolio as
"available-for-sale" and, accordingly, the securities are carried at fair value.
Short-term  investments are carried at amortized cost, which approximates market
value. 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.
The Company  accounts for its  investment  in LifeUSA under the equity method of
accounting  and  carries  its  investment  at cost,  adjusted  for its  share of
LifeUSA's  earnings,  amortization  of  goodwill  and  dividends  received.  The
difference between the cost of the investment and underlying equity is amortized
into net income over ten years.

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

As of December 31, 1998 and 1997,  investments with a carrying value of $116,197
and  $103,590,  respectively,  were  held  on  deposit  with  various  insurance
departments and in other trusts as required by statutory regulations.
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

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

Investments (cont.)

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.

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 fair
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 1998, the Company adopted Statement of Financial Accounting Standard (SFAS) 
No. 125, Accounting for Transfers and Servicing of Financial Assets and 
Extinguishments of Liabilities, and SFAS No. 132, Employers Disclosures about 
Pensions and Other Postretirement Benefits. No adjustments were made to the 
consolidated financial statements upon adoption of these pronouncements.

In 1998, the Company adopted SFAS No. 130, Reporting Comprehensive Income. A 
Consolidated Statement of ComprehensiveIncome is now included in these 
financial statements.

Accounting Pronouncements to be Adopted

In December 1997, the AICPA issued Statement of Position (SOP) 97-3,  Accounting
by Insurance and Other Enterprises for  Insurance-Related  Assessments.  The SOP
provides  guidance for  determining  when to recognize a liability  for guaranty
fund assessments, how to measure the liability and for determining when an asset
may be recognized  for premium tax offset  recoveries.  The SOP is effective for
years  beginning  after  December 15,  1998.  The Company will adopt SOP 97-3 on
January 1, 1999.  Adoption  of this SOP is not  expected  to have a  significant
impact on the consolidated financial statements.

In  February  1998,  the  AICPA  issued  SOP 98-1,  Accounting  for the Costs of
Computer  Software  Developed  or Obtained  for  Internal  Use. The SOP provides
guidance  for  determining  whether  computer  software is in fact  internal-use
software  and offers  guidelines  on  accounting  for the  proceeds  of computer
software  originally  developed or obtained  for  internal use and  subsequently
marketed and sold to the public. The
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

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

Accounting Pronouncements to be Adopted (cont.)

SOP applies to all non-government  entities and is effective for years beginning
after  December  15,  1998.  The Company will adopt SOP 98-1 on January 1, 1999.
Adoption  of this  SOP is not  expected  to  have a  significant  impact  on the
consolidated financial statements.

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
Accounting  for Derivative  Instruments  and Hedging  Activities.  The statement
establishes   accounting  and  reporting  standards  for  derivative   financial
instruments and other similar financial  instruments and for hedging activities.
The statement is effective for fiscal years  beginning  after June 15, 1999. The
Company will adopt SFAS No. 133 on January 1, 2000.  Adoption of this  statement
is not  expected  to have a  significant  impact on the  consolidated  financial
statements.

Reclassifications

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

<TABLE>



(2) Investments

Investments at December 31, 1998 consist of:
                                                                                                               Amount
                                                                                                              shown on
                                                                                     Amortized   Estimated  consolidated
                                                                                       cost        fair        balance
                                                                                      or cost      value        sheet
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>        <C>          <C>  
Fixed maturities:
 U.S. government                                                                    $ 274,813      311,296     311,296
 States and political subdivisions                                                     94,640      101,121     101,121
 Foreign government                                                                    34,652       36,731      36,731
 Public utilities                                                                      66,236       71,982      71,982
 Corporate securities                                                               1,441,359    1,498,702   1,498,702
 Mortgage backed securities                                                           401,505      428,304     428,304
 Collateralized mortgage obligations                                                   80,599       90,155      90,155
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                             $2,393,804    2,538,291   2,538,291
Equity securities:
 Common stocks:
Banks, trusts and insurance companies                                                  18,824       31,194      31,194
Industrial and miscellaneous                                                          252,122      469,566     469,566
 Nonredeemable preferred stocks                                                         7,807       11,644      11,644
- ---------------------------------------------------------------------------------------------------------------------------
Total equity securities                                                             $ 278,753      512,404     512,404
Other investments:
 Mortgage loans on real estate                                                        457,128    XXXXXXXXX     457,128
 Certificates of deposit and short-term securities                                    166,366    XXXXXXXXX     166,366
 Policy loans                                                                           7,118    XXXXXXXXX       7,118
 Other invested assets                                                                 95,746    XXXXXXXXX      95,746
 Investment in LifeUSA Holdings Inc.                                                   80,928    XXXXXXXXX      80,928
- ---------------------------------------------------------------------------------------------------------------------------
Total other investments                                                             $ 807,286    XXXXXXXXX     807,286
Total investments                                                                  $3,479,843    XXXXXXXXX   3,857,981
</TABLE>

<PAGE>
<TABLE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(2) Investments (cont.)
At December 31, 1998 and 1997, the amortized cost, gross unrealized gains, gross
unrealized losses and estimated fair values of securities are as follows:
                                                                         Amortized     Gross       Gross      Estimated
                                                                           cost     unrealized  unrealized      fair
                                                                          or cost      gains      losses        value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>         <C>          <C>    

1998:
 U.S. government                                                        $ 274,813      36,717          234     311,296
 States and political subdivisions                                         94,640       6,481            0     101,121
 Foreign government                                                        34,652       2,079            0      36,731
 Public utilities                                                          66,236       5,948          202      71,982
 Corporate securities                                                   1,441,359      67,234        9,891   1,498,702
 Mortgage backed securities                                               401,505      26,799            0     428,304
 Collateralized mortgage obligations                                       80,599      10,141          585      90,155
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                  2,393,804     155,399       10,912   2,538,291
 Equity securities                                                        278,753     245,913       12,262     512,404
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                  $2,672,557     401,312       23,174   3,050,695
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
- ---------------------------------------------------------------------------------------------------------------------------


The changes in  unrealized  gains on fixed  maturity  securities  were  $22,170,
$58,422,  and $(97,973) in each of the years ended  December 31, 1998,  1997 and
1996, respectively.

The changes in unrealized  gains in equity  investments,  which  include  common
stocks and nonredeemable preferred stocks were $55,188, $84,718, and $40,895 for
the years ended December 31, 1998, 1997 and 1996, respectively.

The amortized cost and estimated fair value of fixed  maturities at December 31,
1998, 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.
</TABLE>

<TABLE>



                                                                                                 Amortized    Estimated
                                                                                                   cost      fair value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>           <C>   
Due in one year or less                                                                           $ 19,578      19,831
Due after one year through five years                                                              542,463     558,635
Due after five years through ten years                                                             700,012     741,834
Due after ten years                                                                                649,647     699,532
Mortgage backed securities and collateralized mortgage obligations                                 482,104     518,459
- ---------------------------------------------------------------------------------------------------------------------------
Totals                                                                                          $2,393,804   2,538,291
</TABLE>
<PAGE>
<TABLE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(2) Investments (cont.)

Gross gains of  $105,723,  $70,335,  and  $43,696  and gross  losses of $18,217,
$8,654, and $16,834 were realized on sales of securities in 1998, 1997 and 1996,
respectively.

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

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>          <C>  
Fixed maturities, at market                                                           $30,299       40,268       8,897
Equity securities                                                                      57,207       21,413      17,964
Mortgage loans                                                                         (1,320)        (982)     (1,129)
Real estate                                                                             3,133          635       3,104
Other                                                                                     (93)         154        (275)
- ---------------------------------------------------------------------------------------------------------------------------
Net gains before taxes                                                                 89,226       61,488      28,561
Tax expense on net realized gains                                                      31,229       21,521       9,996
- ---------------------------------------------------------------------------------------------------------------------------
Net gains after taxes                                                                 $57,997       39,967      18,565
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

During the first two months of 1998 and all of 1997,  the Company  entered  into
mortgage backed security reverse repurchase  transactions  ("dollar rolls") with
certain  securities  dealers.  Under this  program,  the  Company  sold  certain
securities for delivery in the current month and simultaneously  contracted with
the same  dealer to  repurchase  similar,  but not  identical,  securities  on a
specified  future date.  The Company gave up the right to receive  principal and
interest  on the  securities  sold.  As of  December  31,  1998  there  were  no
outstanding  amounts under the Company's dollar roll program. As of December 31,
1997,  mortgage backed  securities  underlying such agreements were carried at a
market value of $350,985 and other  liabilities were $369,664 for funds received
under these agreements. Average balances outstanding for the first two months of
1998 and all of 1997,  respectively  were  $120,525  and  $183,530  and weighted
average  interest  rates were 6.5% and 7.2%.  The  maximum  balance  outstanding
during 1998 and 1997 was $120,525 and $369,664, respectively.

The valuation  allowances on mortgage loans at December 31, 1998,  1997 and 1996
and the  changes in the  allowance  for the years then ended are  summarized  as
follows:
<TABLE>
<S>                                                                                   <C>         <C>          <C> 
                                                                                      1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Beginning of Year                                                                      $8,279        7,279      10,487
 Charged to operations                                                                  1,320        1,000           0
 Recoveries                                                                                 0            0      (3,208)
- ---------------------------------------------------------------------------------------------------------------------------
End of Year                                                                            $9,599        8,279       7,279
- ---------------------------------------------------------------------------------------------------------------------------

Major  categories  of net  investment  income  for the  respective  years  ended
December 31 are:
                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Interest:
 Fixed maturities                                                                    $155,397      211,335     178,664
 Mortgage loans                                                                        34,449       25,232      19,267
 Policy loans                                                                             497        6,526       7,013
 Short-term investments                                                                15,022       12,804      10,688
Dividends:
 Preferred stock                                                                          668          748         818
 Common stock                                                                           5,190        4,603       4,527
Interest on assets held by reinsurers                                                   8,272        8,858       9,709
Other invested assets                                                                   8,637        9,438       5,344
- ---------------------------------------------------------------------------------------------------------------------------
Total investment income                                                               228,132      279,544     236,030
Investment expenses related to coinsurance agreement (note 6)                           2,689       98,417           0
Investment expenses                                                                     8,377       18,777      13,408
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income                                                                $217,066      162,350     222,622
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>



ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(3) Summary Table of Fair Value Disclosures

                                                                                1998                         1997
- ---------------------------------------------------------------------------------------------------------------------------
                                                                         Carrying     Fair           Carrying    Fair
                                                                          Amount      Value           Amount     Value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>            <C>         <C>   
Financial assets Fixed maturities, at market:
  U.S. Government                                                       $ 311,296    311,296         528,657   528,657
  States and political subdivisions                                       101,121    101,121          85,829    85,829
  Foreign governments                                                      36,731     36,731          37,734    37,734
  Public utilities                                                         71,982     71,982          48,237    48,237
  Corporate securities                                                  1,546,342  1,546,342       1,250,532 1,250,532
  Mortgage backed securities                                              380,664    380,664         663,891   663,891
  Collateralized mortgage obligations                                      90,155     90,155          90,330    90,330
 Equity securities                                                        512,404    512,404         442,607   442,607
 Mortgage loans                                                           457,128    495,202         318,683   333,540
 Short term investments                                                   166,366    166,366         117,124   117,124
 Policy loans                                                               7,118      7,118           5,695     5,695
 Other long term investments                                               95,746     95,746          51,863    51,863
 Investment in LifeUSA Holdings Inc.                                       80,928     68,290               0         0
 Receivables                                                              323,971    323,971         262,676   262,676
 Separate accounts assets                                               9,915,150  9,915,150      10,756,92910,756,929
Financial liabilities
 Investment contracts                                                   3,645,657  3,035,787       3,536,690 2,945,366
 Separate account liabilities                                           9,915,150  9,765,791      10,756,92910,565,205
 Dollar reverse repurchase agreements                                           0          0         369,664   369,664

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


(4) Receivables

Receivables at December 31 consist of the following:
                                                                                                   1998         1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>    
Premiums due                                                                                      $270,657     207,293
Agents balances                                                                                     10,088       3,186
Related party receivables                                                                            3,852       1,445
Reinsurance commission receivable                                                                    8,022      23,921
Scholarship enrollment fees                                                                         12,010       8,401
Due from administrators                                                                             13,271      13,630
Other                                                                                                6,071       4,800
- ---------------------------------------------------------------------------------------------------------------------------
Total receivables                                                                                 $323,971     262,676

</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 




(5) Accident and Health Claims Reserves

Accident and health claims  reserves are based on estimates which are 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, 1998 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 $9,918,  $12,479,  and $14,348 in
1998, 1997 and 1996, respectively, is summarized as follows:
<TABLE>

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>         <C>          <C>      
Balance at January 1, net of reinsurance recoverables of $141,033, 
   $124,320, and $99,292                                                             $312,886      273,813     240,602
Incurred related to:
 Current year                                                                         417,042      346,901     279,717
 Prior years                                                                          (12,217)     (12,087)    (11,642)
- ---------------------------------------------------------------------------------------------------------------------------
Total incurred                                                                        404,825      334,814     268,075
Paid related to:
 Current year                                                                         204,100      150,942     107,842
 Prior years                                                                          147,186      144,798     127,022
- ---------------------------------------------------------------------------------------------------------------------------
Total paid                                                                            351,286      295,740     234,864
Balance at December 31, net of reinsurance recoverables of $128,764,
  $141,033, and $124,320                                                             $366,425      312,887     273,813
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Due to lower than  anticipated  losses related to prior years, the provision for
claims and claim adjustment expenses decreased.


(6) Reinsurance

In the normal  course of  business,  the Company  seeks to limit its exposure to
loss on any single  insured and to recover a portion of benefits  paid by ceding
risks under excess  coverage and  coinsurance  contracts.  The Company retains a
maximum of $1 million coverage per individual life. Reinsurance contracts do not
relieve the Company from its obligations to policyholders. Failure of reinsurers
to honor their  obligations  could result in losses to the Company.  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.



<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(6) Reinsurance (cont.)
<TABLE>

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

                                                                                                             Percentage
                                                                          Assumed      Ceded                  of amount
                                                            Direct      from other   to other       Net        assumed
 Year ended                                                 amount       companies   companies    amount       to net
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>         <C>           <C>          <C>
December 31, 1998:
Life insurance in force                                  $34,118,554   98,832,792  19,483,581  113,467,765          87.1%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life                                                        244,416      224,451      93,812      375,055          59.8%
 Annuities                                                   220,812        1,820      50,385      172,247           1.1%
 Accident and health                                         479,237      294,333     267,119      506,451          58.1%
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums                                               944,465      520,604     411,316    1,053,753          49.4%
December 31, 1997:
Life insurance in force                                  $32,234,241   72,682,842  19,873,094   85,043,989          85.5%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life                                                        252,859      170,798     110,579      313,078          54.6%
 Annuities                                                   217,353        1,910      30,789      188,474           1.0%
 Accident and health                                         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                                                        235,837      133,994      37,986      331,845          40.4%
 Annuities                                                   169,503        1,153      12,769      157,887           0.7%
 Accident and health                                         396,051      207,179     226,408      376,822          55.0%
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums                                               801,391      342,326     277,163      866,554          39.5%
- ---------------------------------------------------------------------------------------------------------------------------

Included  in  reinsurance  receivables  at  December  31,  1998 are  $1,170,697,
$863,477 and $307,228  recoverable  from three  insurers who, as of December 31,
1998, were rated A+, A- and A+, respectively,  by A.M. 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.

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. During 1998
and 1997, $15,965 and $22,647, respectively, was amortized and included in other
revenue in the consolidated statements of income. Effective January 1, 1998, the
coinsurance  agreement  was amended to include  another  block of business  with
future benefit reserves of $66,000,  capitalized  deferred  acquisition costs of
$1,935 and deferred income of $750.
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(6) Reinsurance (cont.)

Of the amounts  ceded to others,  the Company  ceded life  insurance  inforce of
$2,067,664,  $1,163,533, and $381,381 in 1998, 1997 and 1996, respectively,  and
life insurance  premiums earned of $4,165,  $2,538, and $1,293 in 1998, 1997 and
1996,  respectively,  to its  ultimate  parent  Allianz  Aktiengesellshaft.  The
Company   also   ceded   accident   and  health   premiums   earned  to  Allianz
Aktiengesellshaft of $2,817, $2,467, and $1,922 in 1998, 1997 and 1996.

<TABLE>

(7) Income Taxes

Income Tax Expense

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

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>           <C>          <C>
Income tax expense attributable to operations:
 Current tax expenses                                                                 $48,410       31,571      21,936
 Deferred tax expense                                                                   2,822       28,283      30,559
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax expense attributable to operations                                   $51,232       59,854      52,495
Income tax effect on equity:
 Income tax allocated to stockholder's equity:
Attributable to unrealized gains and losses for the year                               26,127       49,748     (19,967)
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax effect on equity                                                     $77,359      109,602      32,528
- ---------------------------------------------------------------------------------------------------------------------------

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:
                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Income tax expense computed at the statutory rate                                     $52,980       60,735      53,782
Dividends received deductions and tax-exempt interest                                  (3,294)      (2,792)       (650)
Foreign tax                                                                              (133)         916      (2,723)
Interest on tax deficiency                                                                900        1,100         261
Other                                                                                     779         (105)      1,824
- ---------------------------------------------------------------------------------------------------------------------------
Income tax expense as reported                                                        $51,232       59,854      52,494
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 
<TABLE>


(7) Income Taxes (cont.)

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:

                                                                                                   1998         1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>   
 Provision for post retirement benefits                                                            $ 2,223       2,100
 Allowance for uncollectible accounts                                                                  929         929
 Policy reserves                                                                                   173,414     177,442
- ---------------------------------------------------------------------------------------------------------------------------
Total deferred tax assets                                                                          176,566     180,471
Deferred tax liabilities:
 Deferred acquisition costs                                                                        272,815     277,627
 Net unrealized gain                                                                               128,883     102,756
 Other                                                                                              32,771      28,949
- ---------------------------------------------------------------------------------------------------------------------------
Total deferred tax liabilities                                                                     434,469     409,332
Net deferred tax liability                                                                        $257,903     228,861
- ---------------------------------------------------------------------------------------------------------------------------

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

The Company files a consolidated  federal income tax return with AZOA and all of
its  wholly  owned  subsidiaries.  The  consolidated  tax  allocation  agreement
stipulates that each company  participating in the return will bear its share of
the tax liability pursuant to United States Treasury Department regulations. The
Company and each of its insurance  subsidiaries  generally  will be paid for the
tax benefit on their losses,  and any other tax  attributes,  to the extent they
could have obtained a benefit  against their  post-1990  separate return taxable
income or tax.  Income  taxes paid by the Company  were  $30,808,  $39,914,  and
$30,946 in 1998, 1997 and 1996, respectively.  At December 31, 1998 and 1997 the
Company had a tax recoverable from AZOA of $3,030 and $20,689, respectively.


(8) Related Party Transactions

The Company  reimbursed AZOA $2,495,  $2,519, and $1,743 in 1998, 1997 and 1996,
respectively,  for certain  administrative  and investment  management  services
performed.  The Company's  liability to AZOA for such services was $490 and $437
at December 31, 1998 and 1997, respectively.

The Company  shares a data center with  affiliated  insurance  companies.  Usage
charges paid to the data center by the Company were $1,019,  $2,826,  and $3,275
in 1998, 1997 and 1996,  respectively.  The Company's  liability for data center
charges was $377
and $292 at December 31, 1998 and 1997, 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.
The Company had 25 million shares of Series A preferred stock  outstanding  held
by AZOA with a dividend rate of 6.4% and a book value of $25,000. In March 1998,
the Company  redeemed and  canceled the 25 million  shares of Series A preferred
stock issued to AZOA.
</TABLE>

<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(8) Related Party Transactions (cont.)

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) Investment in LifeUSA

In 1995,  in  conjunction  with an  expanded  marketing  agreement,  the Company
provided  LifeUSA  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 converted its debenture
to equity,  extended the existing marketing  agreement between the two companies
to December 31, 2000, and agreed to acquire up to a 35% equity ownership in Life
USA. Two members of the Company's  management  were named to LifeUSA's  board of
directors  in January  1998.  The  Company  also  retains  additional  rights of
nomination to LifeUSA's  board of directors in the future based on the Company's
proportional ownership.

Acquisition  of the  Company's  equity  ownership  during 1998 was  accomplished
through the following:

 o Conversion of the $30,000 debenture for 2.43 million shares of common stock 
   (conversion price of $12.34 per share);

 o Exercise of the Company's preemptive right to purchase 241,846 shares of 
   common stock at $12.36 per share;

 o Purchase of 925,000 shares of common stock from certain members of LifeUSA 
   management at $16.44 per share;

 o Acquisition  of an  additional  1.3 million  shares of common  stock in open
   market purchases.

 o Acquisition  of 406,092 shares of common stock at $24.63 per share as part of
a commitment to purchase  $100,000 in newly issued common stock in increments of
$10,000 semi-annually over a five year period beginning in August 1998.

As of December 31, 1998, the company held 21.41% of the outstanding common stock
of LifeUSA with an  approximate  market value of $68,290.  The carrying value of
the LifeUSA investment at year-end 1998 is $80,928, which is $20,983 higher than
the current equity in net assets of $59,945.

In February 1999, the Company  purchased  395,062 shares of LifeUSA common stock
at $25.31 per share.  In addition,  the stock purchase  agreement was amended to
allow the Company to purchase an  additional  300,000  shares on the open market
for one year beyond the original agreement date.

Effective April 1, 1998, the Company began assuming business from LifeUSA. Under
this  arrangement,  the Company  assumes 12.5% of annuity  business and 16.7% of
universal  life business sold by LifeUSA.  As of December 31, 1998,  the Company
assumed $40,000 of life and annuity reserves from LifeUSA.

The company has also guaranteed a credit agreement  between LTC America Holding,
Inc., a LifeUSA  subsidiary,  and Norwest  Bank.  The agreement is for a $15,000
revolving  credit  line  with an  interest  rate of LIBOR  +.75% per annum and a
maturity date of December 21, 2003.


(10) Employee Benefit Plans

The  Company  participates  in the  Allianz  Primary  Retirement  Plan  (Primary
Retirement Plan), a defined  contribution plan. The Company makes  contributions
to a money  purchase  pension  plan on  behalf  of  eligible  participants.  All
employees,  excluding  agents,  are  eligible  to  participate  in  the  Primary
Retirement  Plan after two years of service.  The  contributions  are based on a
percentage of the participant's  salary with the participants  being 100% vested
upon eligibility.  It is the Company's policy to fund the plan costs as accrued.
Total pension  contributions  were $756,  $810, and $808 in 1998, 1997 and 1996,
respectively.
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(10) 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 75% 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 75%,  90% and 100% in 1998,  1997 and
1996, respectively.  All employees 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 $868,
$1,057,  and  $1,105  in  1998,  1997 and  1996,  respectively,  toward  planned
contributions.

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, 1998 and 1997 was $6,352 and $6,001,  respectively.
This liability is included in "Other  liabilities" in the  accompanying  balance
sheet.


(11) Statutory Financial Data and Dividend Restrictions

Statutory  accounting  is directed  toward  insurer  solvency and  protection of
policyholders.  Accordingly,  certain  items  recorded in  financial  statements
prepared under GAAP are excluded 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>


                                                          Stockholder's equity                       Net income
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>                <C>         <C>      <C> 
                                                            1998         1997               1998        1997     1996
- ---------------------------------------------------------------------------------------------------------------------------
Statutory basis                                          $ 654,371      635,711             35,188     72,343   67,995
Adjustments:
 Change in reserve basis                                  (226,145)    (255,816)            13,787    (85,110)  13,324
 Deferred acquisition costs                                930,059      927,080              2,979     63,742   36,344
 Net deferred taxes                                       (257,903)    (228,861)            (2,822)   (28,283) (30,559)
 Statutory asset valuation reserve                         178,011      151,675                  0          0        0
 Statutory interest maintenance reserve                     48,697       34,336             14,361      7,994    1,183
 Modified coinsurance reinsurance                           (2,358)     (31,953)            29,595     81,790    5,435
 Unrealized gains on investments                           158,391      124,754                  0          0        0
 Nonadmitted assets                                         14,943       14,824                  0          0        0
 Deferred income on reinsurance                           (105,465)    (115,688)                 0          0        0
 Other                                                     (52,077)     (38,470)             7,051      1,197    7,446
- ---------------------------------------------------------------------------------------------------------------------------
As reported in the accompanying consolidated
  financial statements                                  $1,340,524    1,217,592            100,139    113,673  101,168    
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  Company  is  required  to  meet  minimum   statutory  capital  and  surplus
requirements.  The  Company's  statutory  capital and surplus as of December 31,
1998 and 1997 were in compliance with these requirements.  The maximum amount of
dividends  that 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,

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

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

for the 12-month  period ending the 31st day of the next preceding year. In 1998
and 1997,  the Company paid AZOA  dividends on preferred  stock in the amount of
$729 and $1,600, respectively. A common stock dividend of $551 was paid in 1997.
Dividends of $63,678 could
be paid in 1999 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's  adjusted  capital is in excess of the Company  action level as of
December 31, 1998 and 1997.

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 Company does not currently  use  permitted  statutory
accounting  practices that have a significant impact on its statutory  financial
statements.  Furthermore,  the NAIC has completed a project to codify  statutory
accounting  practices,  the result of which will  constitute  the only source of
"prescribed" statutory accounting practices.  Accordingly, that project which is
currently in the process of state  adoption,  will 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.


(12) Commitments and Contingencies

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

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


(13) Year 2000

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.  Additional  costs  associated  with this  effort are not
expected  to be  material  and will be  expensed  as  incurred.  This "Year 2000
Computer  Problem" creates risk for the Company from unforeseen  problems in its
own computer systems and
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(13) Year 2000 (cont.)

from  third  parties  with  whom the  Company  deals on  financial  transactions
worldwide.  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  data  and  funds
electronically.


(14) 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>


                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>         <C>    
Beginning amount of cumulative translation adjustments                                $(4,448)      (3,473)     (3,455)
- ---------------------------------------------------------------------------------------------------------------------------
Aggregate adjustment for the period resulting from translation adjustments             (2,710)      (1,500)        (28)
Amount of income tax benefit for period related to aggregate adjustment                   949          525          10
- ---------------------------------------------------------------------------------------------------------------------------
Net aggregate translation included in equity                                           (1,761)        (975)        (18)
Ending amount of cumulative translation adjustments                                   $(6,209)      (4,448)     (3,473)
Canadian foreign exchange rate at end of year                                               0.6535       0.6992      0.7297
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 
<TABLE>

(15) Supplementary Insurance Information

The following table summarizes certain financial information by line of business
for 1998, 1997 and 1996:

                                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
                     acquisitio claims and  Unearned  benefits       contract   investment settlement acquisition operating
                        costs  loss expense  premiums   payable    considerations income    expenses  costs (a)  expenses
- ---------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>         <C>       <C>            <C>          <C>      <C>        <C>      <C>
 
1998:
Life                 $217,262 1,445,844     3,859     97,647          375,055     34,731   306,318   (27,291)  141,705
Annuities             694,388 3,588,491         0      1,727          172,247    158,458   135,356    23,333   151,719
Accident and health              18,409         0     49,919          671,472    506,451    23,877   393,601       979
161,128
- ---------------------------------------------------------------------------------------------------------------------------
                     $930,059 5,034,335    53,778    770,846        1,053,753    217,066   835,275    (2,979)  454,552
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
<FN>

(a) See note 1 for total gross amortization. 
</FN>

</TABLE>






                                     PART C

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits
   
      a.  Financial Statements

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

          1.  Independent Auditors' Report.
          2.  Consolidated Balance Sheets as of December 31, 1998 and 1997.
          3.  Consolidated Statements of Income for the years ended December
              31, 1998, 1997 and 1996.
          4.  Consolidated Statements of Stockholder's Equity for the years
              ended December 31, 1998, 1997 and 1996.
          5.  Consolidated Statements of Cash Flows for the years ended
              December 31, 1998, 1997 and 1996.
          6.  Notes to Consolidated Financial Statements - December 31, 1998,
              1997 and 1996.

          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, 1998.
          3.  Statements of Operations for the year ended December 31, 1998.
          4.  Statements of Changes in Net Assets for the years ended
              December 31, 1998 and 1997.
          5.  Notes to Financial Statements - December 31, 1998.


b.  Exhibits

          1.  Resolution of Board of Directors of the Company authorizing the
              establishment of the Variable Account (1)
          2.  Not Applicable
          3.  Principal Underwriter Agreement (3)
          4.  Individual Variable Annuity Contract (2)
          5.  Application for Individual Variable Annuity Contract (2)
          6.  (i)  Copy of Articles of Incorporation of the Company (1)
              (ii) Copy of the Bylaws of the Company (1)
          7.  Not Applicable
          8.  Form of Fund Participation Agreement (2)
          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 (3)
         27.  Not Applicable
  
 (1)Incorporated by reference to Post-Effective Amendment No. 2 to  Registrant's
    Form N-4 electronically filed on October 24, 1995.
 (2)Incorporated by reference to  Post-Effective  Amendment No.3 to Registrant's
    Form N-4 electronically filed on April 18, 1996
 (3)Incorporated by reference to  Post-Effective  Amendment No.5 to Registrant's
    Form N-4 electronically filed on April 25, 1997
    


Item 25.    Directors and Officers of the Depositor

The following are the Officers and Directors of the Company:

<TABLE>
<CAPTION>
   

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

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

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

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

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

Michael T. Westermeyer    Vice President, Corporate Legal Officer
1750 Hennepin Avenue      and Secretary
Minneapolis, MN 55403

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

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

Paul M. Howman            Vice President, Underwriting
1750 Hennepin Avenue
Minneapolis, MN 55403

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

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

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

Item 26.    Persons Controlled by or Under Common Control with the Depositor
            or Registrant
   
The Company Organizational chart is incorporated by reference to  Post-Effective
Amendment No. 5 (File No. 811-05618)
    

Item 27.    Number of Contract Owners
   
As of February 26, 1999, there were 15,953 qualified  Contract Owners and 36,458
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  (managers)  and  directors  (Board of
Governors) of NALAC Financial Plans, LLC:

<TABLE>
<CAPTION>

Name & Principal        Positions and Offices
Business Address        with Underwriter
- ----------------        ---------------------
<S>                     <C>
James P. Kelso          Governor
1750 Hennepin Avenue
Minneapolis, MN 55403

Thomas B. Clifford      Chief Manager and Governor
1750 Hennepin Avenue
Minneapolis, MN 55403

Michael T. Westermeyer  Secretary and Governor
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

Edward J. Bonach        Governor
1750 Hennepin Avenue
Minneapolis, MN 55403
</TABLE>
    

Item 30.    Location of Accounts and Records

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

Item 31.    Management Services

Not Applicable

Item 32.    Undertakings

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

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

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

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


                               REPRESENTATIONS

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

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

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

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

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

          
                       
                                   SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, as amended,  the Registrant  certifies that it meets the  requirements  of
Securities Act Rule 485(b) for effectiveness of this Registration  Statement and
has caused this Registration Statement to be signed on its behalf in the City of
Minneapolis and State of Minnesota, on this 26th day of April, 1999.



                                      ALLIANZ LIFE
                                      VARIABLE ACCOUNT B
                                      (Registrant)


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


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



                                      ALLIANZ LIFE INSURANCE COMPANY
                                      OF NORTH AMERICA
                                      (Depositor)


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



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

Signature and Title
<TABLE>
<CAPTION>
   
<S>                         <C>                          <C>                      
Lowell C. Anderson*         Chairman of the Board,        04/26/99
Lowell C. Anderson          President and Chief
                            Executive Officer             

Herbert F. Hansmeyer*       Director                      04/26/99
Herbert F. Hansmeyer

Michael P. Sullivan*        Director                      04/26/99
Michael P. Sullivan

Dr. Gerhard G. Rupprecht*   Director                      04/26/99
Dr. Gerhard G. Rupprecht

Edward J. Bonach*           Executive Vice President      04/26/99
Edward J. Bonach            and Chief Financial Officer

Rev. Dennis J. Dease*       Director                      04/26/99
Rev. Dennis J. Dease

James R. Campbell*          Director                      04/26/99
James R. Campbell

Robert M. Kimmitt*          Director                      04/26/99
Robert M. Kimmitt

</TABLE>
    
                                   *By  Power of Attorney

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



                                   



                                   EXHIBITS

                                      TO

                        POST-EFFECTIVE AMENDMENT NO.   9    

                                      TO

                                   FORM N-4

                       ALLIANZ LIFE VARIABLE ACCOUNT B






                              INDEX TO EXHIBITS



Exhibit                                                            Page

EX-99.B9    Opinion and Consent of Counsel

EX-99.B10   Independent Auditor's Consent

EX-99.B13   Calculation of Performance Information


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

April 19, 1999

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

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

Dear Sir or Madam:

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

We are of the following opinions:

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

2.  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  29, 1999 on the  financial
statements of Allianz Life Variable  Account B and our report dated  February 5,
1999, 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 23, 1999




<TABLE>

                                                       FRANKLIN VALUEMARK III
                                                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, 1998



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

                                                        Capital Growth
<S>   <C>                                      <C>                 <C>             <C>       <C>            <C>      
12-31-97          Purchase                     $1,000.00           $13.12966406    76.163    76.163         $1,000.00
12-31-98          Contract Fee                    (1.00)            15.57416691   (0.064)    76.099          1,185.18
12-31-98          Value before Surr                                 15.57416691     0.000    76.099          1,185.18
                  Chg
12-31-98          Surrender Charge               (51.00)            15.57416691   (3.275)    72.825          1,134.18
Cumulative and Average Annual Total Returns
                  without/with charges                                   18.62% A                              13.42% B

                                                       Growth and Income
12-31-97          Purchase                     $1,000.00           $24.55079561    40.732    40.732         $1,000.00
12-31-98          Contract Fee                    (1.00)            26.22646854   (0.038)    40.694          1,067.25
12-31-98          Value before Surr                                 26.22646854     0.000    40.694          1,067.25
                  Chg
12-31-98          Surrender Charge               (51.00)            26.22646854   (1.945)    38.749          1,016.25
Cumulative and Average Annual Total Returns
                  without/with charges                                    6.83% A                               1.63% B

                                                          High Income
12-31-97          Purchase                     $1,000.00           $21.31160694    46.923    46.923         $1,000.00
12-31-98          Contract Fee                    (1.00)            21.20849040   (0.047)    46.876            994.16
12-31-98          Value before Surr                                 21.20849040     0.000    46.876            994.16
                  Chg
12-31-98          Surrender Charge               (51.00)            21.20849040   (2.405)    44.471            943.16
Cumulative and Average Annual Total Returns
                  without/with charges                                   -0.48% A                              -5.68% B

                                                       Income Securities
12-31-97          Purchase                     $1,000.00           $25.06461193    39.897    39.897         $1,000.00
12-31-98          Contract Fee                    (1.00)            25.12170867   (0.040)    39.857          1,001.28
12-31-98          Value before Surr                                 25.12170867     0.000    39.857          1,001.28
                  Chg
12-31-98          Surrender Charge               (51.00)            25.12170867   (2.030)    37.827            950.28
Cumulative and Average Annual Total Returns
                  without/with charges                                    0.23% A                              -4.97% B

                                                         Money Market
12-31-97          Purchase                     $1,000.00           $13.86472844    72.125    72.125         $1,000.00
12-31-98          Contract Fee                    (1.00)            14.38555424   (0.070)    72.056          1,036.56
12-31-98          Value before Surr                                 14.38555424     0.000    72.056          1,036.56
                  Chg
12-31-98          Surrender Charge               (51.00)            14.38555424   (3.545)    68.511            985.56
Cumulative and Average Annual Total Returns
                  without/with charges                                    3.76% A                              -1.44% B

                                                  Mutual Discovery Securities
12-31-97          Purchase                     $1,000.00           $11.98316359    83.450    83.450         $1,000.00
12-31-98          Contract Fee                    (1.00)            11.22622113   (0.089)    83.361            935.83
12-31-98          Value before Surr                                 11.22622113     0.000    83.361            935.83
                  Chg
12-31-98          Surrender Charge               (51.00)            11.22622113   (4.543)    78.818            884.83
Cumulative and Average Annual Total Returns
                  without/with charges                                   -6.32%                               -11.52%

                                                   Mutual Shares Securities
12-31-97          Purchase                     $1,000.00           $11.99296726    83.382    83.382         $1,000.00
12-31-98          Contract Fee                    (1.00)            11.83677406   (0.084)    83.298            985.98
12-31-98          Value before Surr                                 11.83677406     0.000    83.298            985.98
                  Chg
12-31-98          Surrender Charge               (51.00)            11.83677406   (4.309)    78.989            934.98
Cumulative and Average Annual Total Returns
                  without/with charges                                   -1.30%                                -6.50%

                                                  Natural Resource Securities
12-31-97          Purchase                     $1,000.00           $11.55913365    86.512    86.512         $1,000.00
12-31-98          Contract Fee                    (1.00)             8.50546484   (0.118)    86.394            734.82
12-31-98          Value before Surr                                  8.50546484     0.000    86.394            734.82
                  Chg
12-31-98          Surrender Charge               (51.00)             8.50546484   (5.996)    80.398            683.82
Cumulative and Average Annual Total Returns
                  without/with charges                                  -26.42% A                             -31.62% B

                                                    Real Estate Securities
12-31-97          Purchase                     $1,000.00           $28.16943249    35.499    35.499         $1,000.00
12-31-98          Contract Fee                    (1.00)            23.10677956   (0.043)    35.456            819.28
12-31-98          Value before Surr                                 23.10677956     0.000    35.456            819.28
                  Chg
12-31-98          Surrender Charge               (51.00)            23.10677956   (2.207)    33.249            768.28
Cumulative and Average Annual Total Returns
                  without/with charges                                  -17.97% A                             -23.17% B

                                                       Rising Dividends
12-31-97          Purchase                     $1,000.00           $20.07430239    49.815    49.815         $1,000.00
12-31-98          Contract Fee                    (1.00)            21.16548977   (0.047)    49.768          1,053.36
12-31-98          Value before Surr                                 21.16548977     0.000    49.768          1,053.36
                  Chg
12-31-98          Surrender Charge               (51.00)            21.16548977   (2.410)    47.358          1,002.36
Cumulative and Average Annual Total Returns
                  without/with charges                                    5.44% A                               0.24% B

                                                           Small Cap
12-31-97          Purchase                     $1,000.00           $14.95194471    66.881    66.881         $1,000.00
12-31-98          Contract Fee                    (1.00)            14.59958077   (0.068)    66.812            975.43
12-31-98          Value before Surr                                 14.59958077     0.000    66.812            975.43
                  Chg
12-31-98          Surrender Charge               (51.00)            14.59958077   (3.493)    63.319            924.43
Cumulative and Average Annual Total Returns
                  without/with charges                                   -2.36%                                -7.56%

                                              Templeton Developing Markets Equity
12-31-97          Purchase                     $1,000.00           $10.34011278    96.711    96.711         $1,000.00
12-31-98          Contract Fee                    (1.00)             7.99263591   (0.125)    96.586            771.97
12-31-98          Value before Surr                                  7.99263591     0.000    96.586            771.97
                  Chg
12-31-98          Surrender Charge               (51.00)             7.99263591   (6.381)    90.205            720.97
Cumulative and Average Annual Total Returns
                  without/with charges                                  -22.70% A                             -27.90% B

                                               Templeton Global Asset Allocation
12-31-97          Purchase                     $1,000.00           $13.78572229    72.539    72.539         $1,000.00
12-31-98          Contract Fee                    (1.00)            13.58859831   (0.074)    72.465            984.70
12-31-98          Value before Surr                                 13.58859831     0.000    72.465            984.70
                  Chg
12-31-98          Surrender Charge               (51.00)            13.58859831   (3.753)    68.712            933.70
Cumulative and Average Annual Total Returns
                  without/with charges                                   -1.43% A                              -6.63% B

                                                    Templeton Global Growth
12-31-97          Purchase                     $1,000.00           $15.17626475    65.892    65.892         $1,000.00
12-31-98          Contract Fee                    (1.00)            16.30853286   (0.061)    65.831          1,073.61
12-31-98          Value before Surr                                 16.30853286     0.000    65.831          1,073.61
                  Chg
12-31-98          Surrender Charge               (51.00)            16.30853286   (3.127)    62.704          1,022.61
Cumulative and Average Annual Total Returns
                  without/with charges                                    7.46% A                               2.26% B

                                              Templeton Global Income Securities
12-31-97          Purchase                     $1,000.00           $16.95673923    58.974    58.974         $1,000.00
12-31-98          Contract Fee                    (1.00)            17.90515943   (0.056)    58.918          1,054.93
12-31-98          Value before Surr                                 17.90515943     0.000    58.918          1,054.93
                  Chg
12-31-98          Surrender Charge               (51.00)            17.90515943   (2.848)    56.069          1,003.93
Cumulative and Average Annual Total Returns
                  without/with charges                                    5.59% A                               0.39% B

                                                Templeton International Equity
12-31-97          Purchase                     $1,000.00           $17.71128511    56.461    56.461         $1,000.00
12-31-98          Contract Fee                    (1.00)            18.43652906   (0.054)    56.407          1,039.95
12-31-98          Value before Surr                                 18.43652906     0.000    56.407          1,039.95
                  Chg
12-31-98          Surrender Charge               (51.00)            18.43652906   (2.766)    53.641            988.95
Cumulative and Average Annual Total Returns
                  without/with charges                                    4.09% A                              -1.11% B

                                           Templeton International Smaller Companies
12-31-97          Purchase                     $1,000.00           $10.82516357    92.377    92.377         $1,000.00
12-31-98          Contract Fee                    (1.00)             9.36443942   (0.107)    92.271            864.06
12-31-98          Value before Surr                                  9.36443942     0.000    92.271            864.06
                  Chg
12-31-98          Surrender Charge               (51.00)             9.36443942   (5.446)    86.824            813.06
Cumulative and Average Annual Total Returns
                  without/with charges                                  -13.49% A                             -18.69% B

                                                   Templeton Pacific Growth
12-31-97          Purchase                     $1,000.00            $9.43102016   106.033   106.033         $1,000.00
12-31-98          Contract Fee                    (1.00)             8.07846316   (0.124)   105.909            855.58
12-31-98          Value before Surr                                  8.07846316     0.000   105.909            855.58
                  Chg
12-31-98          Surrender Charge               (51.00)             8.07846316   (6.313)    99.596            804.58
Cumulative and Average Annual Total Returns
                  without/with charges                                  -14.34% A                             -19.54% B

                                                  U.S. Government Securities
12-31-97          Purchase                     $1,000.00           $17.94721856    55.719    55.719         $1,000.00
12-31-98          Contract Fee                    (1.00)            19.01438042   (0.053)    55.666          1,058.46
12-31-98          Value before Surr                                 19.01438042     0.000    55.666          1,058.46
                  Chg
12-31-98          Surrender Charge               (51.00)            19.01438042   (2.682)    52.984          1,007.46
Cumulative and Average Annual Total Returns
                  without/with charges                                    5.95% A                               0.75% B

                                                        Utility Equity
12-31-97          Purchase                     $1,000.00           $25.81831690    38.732    38.732         $1,000.00
12-31-98          Contract Fee                    (1.00)            28.30779835   (0.035)    38.697          1,095.42
12-31-98          Value before Surr                                 28.30779835     0.000    38.697          1,095.42
                  Chg
12-31-98          Surrender Charge               (51.00)            28.30779835   (1.802)    36.895          1,044.42
Cumulative and Average Annual Total Returns
                  without/with charges                                    9.64% A                               4.44% B

                                                      Zero Coupon - 2000
12-31-97          Purchase                     $1,000.00           $19.51237855    51.250    51.250         $1,000.00
12-31-98          Contract Fee                    (1.00)            20.68442229   (0.048)    51.201          1,059.07
12-31-98          Value before Surr                                 20.68442229     0.000    51.201          1,059.07
                  Chg
12-31-98          Surrender Charge               (51.00)            20.68442229   (2.466)    48.736          1,008.07
Cumulative and Average Annual Total Returns
                  without/with charges                                    6.01% A                               0.81% B

                                                      Zero Coupon - 2005
12-31-97          Purchase                     $1,000.00           $22.53212008    44.381    44.381         $1,000.00
12-31-98          Contract Fee                    (1.00)            25.00286219   (0.040)    44.341          1,108.65
12-31-98          Value before Surr                                 25.00286219     0.000    44.341          1,108.65
                  Chg
12-31-98          Surrender Charge               (51.00)            25.00286219   (2.040)    42.301          1,057.65
Cumulative and Average Annual Total Returns
                  without/with charges                                   10.97% A                               5.77% B

                                                      Zero Coupon - 2010
12-31-97          Purchase                     $1,000.00           $24.73976107    40.421    40.421         $1,000.00
12-31-98          Contract Fee                    (1.00)            27.92036039   (0.036)    40.385          1,127.56
12-31-98          Value before Surr                                 27.92036039     0.000    40.385          1,127.56
                  Chg
12-31-98          Surrender Charge               (51.00)            27.92036039   (1.827)    38.558          1,076.56
Cumulative and Average Annual Total Returns
                  without/with charges                                   12.86% A                               7.66% B

                                                 
A = (Unit Value as of December 31, 1998 - Unit Value at Purchase)/Unit Value at Purchase
B = (Accumulated Value as of December 31, 1998 - Accum. Value at Purch.)/Accum. Value at Purch.
</TABLE>

<PAGE>
<TABLE>

                                                    FRANKLIN VALUEMARK III
                                                Allianz Life Variable Account B
                                    Cumulative and Average Annual Total Return Calculations

                                           Original Purchase as of December 31, 1995
                                            Valuation Date as of December 31, 1998


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

                                                        

                                                       Growth and Income
<S>   <C>                                    <C>               <C>                   <C>           <C>              <C>      
12-31-95         Purchase                    $1,000.00         $17.30965999          57.771        57.771           $1,000.00
12-31-96         Contract Fee                   (1.00)          19.48959860         (0.051)        57.720            1,124.94
12-31-97         Contract Fee                   (1.00)          24.55079561         (0.041)        57.679            1,416.07
12-31-98         Contract Fee                   (1.00)          26.22646854         (0.038)        57.641            1,511.72
12-31-98         Value before Surr                              26.22646854           0.000        57.641            1,511.72
                 Chg
12-31-98         Surrender Charge              (22.00)          26.22646854         (0.839)        56.802            1,489.72
Cumulative Total Returns without/with chrgs.                         51.51% A                                          48.97% C
Avg. Annual Total Returns without/with chrgs.                        14.86% B                                          14.21% D

                                                          High Income
12-31-95         Purchase                    $1,000.00         $17.25181285          57.965        57.965           $1,000.00
12-31-96         Contract Fee                   (1.00)          19.37479425         (0.052)        57.913            1,122.06
12-31-97         Contract Fee                   (1.00)          21.31160694         (0.047)        57.866            1,233.23
12-31-98         Contract Fee                   (1.00)          21.20849040         (0.047)        57.819            1,226.26
12-31-98         Value before Surr                              21.20849040           0.000        57.819            1,226.26
                 Chg
12-31-98         Surrender Charge              (22.00)          21.20849040         (1.037)        56.782            1,204.26
Cumulative Total Returns without/with chrgs.                         22.93% A                                          20.43% C
Avg. Annual Total Returns without/with chrgs.                         7.13% B                                           6.39% D

                                                       Income Securities
12-31-95         Purchase                    $1,000.00         $19.78534185          50.542        50.542           $1,000.00
12-31-96         Contract Fee                   (1.00)          21.70827863         (0.046)        50.496            1,096.19
12-31-97         Contract Fee                   (1.00)          25.06461193         (0.040)        50.457            1,264.67
12-31-98         Contract Fee                   (1.00)          25.12170867         (0.040)        50.417            1,266.55
12-31-98         Value before Surr                              25.12170867           0.000        50.417            1,266.55
                 Chg
12-31-98         Surrender Charge              (22.00)          25.12170867         (0.876)        49.541            1,244.55
Cumulative Total Returns without/with chrgs.                         26.97% A                                          24.46% C
Avg. Annual Total Returns without/with chrgs.                         8.29% B                                           7.57% D

                                                         Money Market
12-31-95         Purchase                    $1,000.00         $12.88349436          77.619        77.619           $1,000.00
12-31-96         Contract Fee                   (1.00)          13.35923111         (0.075)        77.544            1,035.93
12-31-97         Contract Fee                   (1.00)          13.86472844         (0.072)        77.472            1,074.12
12-31-98         Contract Fee                   (1.00)          14.38555424         (0.070)        77.402            1,113.47
12-31-98         Value before Surr                              14.38555424           0.000        77.402            1,113.47
                 Chg
12-31-98         Surrender Charge              (22.00)          14.38555424         (1.529)        75.873            1,091.47
Cumulative Total Returns without/with chrgs.                         11.66% A                                           9.15% C
Avg. Annual Total Returns without/with chrgs.                         3.74% B                                           2.96% D

                                                  
                                                  Natural Resource Securities
12-31-95         Purchase                    $1,000.00         $14.10867153          70.878        70.878           $1,000.00
12-31-96         Contract Fee                   (1.00)          14.46741645         (0.069)        70.809            1,024.43
12-31-97         Contract Fee                   (1.00)          11.55913365         (0.087)        70.723              817.49
12-31-98         Contract Fee                   (1.00)           8.50546484         (0.118)        70.605              600.53
12-31-98         Value before Surr                               8.50546484           0.000        70.605              600.53
                 Chg
12-31-98         Surrender Charge              (22.00)           8.50546484         (2.587)        68.019              578.53
Cumulative Total Returns without/with chrgs.                        -39.71% A                                         -42.15% C
Avg. Annual Total Returns without/with chrgs.                       -15.52% B                                         -16.68% D

                                                    Real Estate Securities
12-31-95         Purchase                    $1,000.00         $18.07282328          55.332        55.332           $1,000.00
12-31-96         Contract Fee                   (1.00)          23.66770609         (0.042)        55.289            1,308.57
12-31-97         Contract Fee                   (1.00)          28.16943249         (0.035)        55.254            1,556.47
12-31-98         Contract Fee                   (1.00)          23.10677956         (0.043)        55.211            1,275.74
12-31-98         Value before Surr                              23.10677956           0.000        55.211            1,275.74
                 Chg
12-31-98         Surrender Charge              (22.00)          23.10677956         (0.952)        54.259            1,253.74
Cumulative Total Returns without/with chrgs.                         27.85% A                                          25.37% C
Avg. Annual Total Returns without/with chrgs.                         8.54% B                                           7.83% D

                                                       Rising Dividends
12-31-95         Purchase                    $1,000.00         $12.49836348          80.010        80.010           $1,000.00
12-31-96         Contract Fee                   (1.00)          15.30299222         (0.065)        79.945            1,223.40
12-31-97         Contract Fee                   (1.00)          20.07430239         (0.050)        79.895            1,603.84
12-31-98         Contract Fee                   (1.00)          21.16548977         (0.047)        79.848            1,690.02
12-31-98         Value before Surr                              21.16548977           0.000        79.848            1,690.02
                 Chg
12-31-98         Surrender Charge              (22.00)          21.16548977         (1.039)        78.809            1,668.02
Cumulative Total Returns without/with chrgs.                         69.35% A                                          66.80% C
Avg. Annual Total Returns without/with chrgs.                        19.20% B                                          18.60% D

                                                           Small Cap
12-31-95         Purchase                    $1,000.00         $10.14638787          98.557        98.557           $1,000.00
12-31-96         Contract Fee                   (1.00)          12.91274591         (0.077)        98.480            1,271.64
12-31-97         Contract Fee                   (1.00)          14.95194471         (0.067)        98.413            1,471.46
12-31-98         Contract Fee                   (1.00)          14.59958077         (0.068)        98.344            1,435.79
12-31-98         Value before Surr                              14.59958077           0.000        98.344            1,435.79
                 Chg
12-31-98         Surrender Charge              (22.00)          14.59958077         (1.507)        96.838            1,413.79
Cumulative Total Returns without/with charges                        43.89%                                            41.38%
Average Annual Total Returns without/with charges                    12.90%                                            12.23%

                                              Templeton Developing Markets Equity
12-31-95         Purchase                    $1,000.00          $9.58170209         104.366       104.366           $1,000.00
12-31-96         Contract Fee                   (1.00)          11.48724479         (0.087)       104.279            1,197.87
12-31-97         Contract Fee                   (1.00)          10.34011278         (0.097)       104.182            1,077.25
12-31-98         Contract Fee                   (1.00)           7.99263591         (0.125)       104.057              831.69
12-31-98         Value before Surr                               7.99263591           0.000       104.057              831.69
                 Chg
12-31-98         Surrender Charge              (22.00)           7.99263591         (2.753)       101.304              809.69
Cumulative Total Returns without/with chrgs.                        -16.58% A                                         -19.03% C
Avg. Annual Total Returns without/with chrgs.                        -5.87% B                                          -6.80% D

                                               Templeton Global Asset Allocation
12-31-95         Purchase                    $1,000.00         $10.59122588          94.418        94.418           $1,000.00
12-31-96         Contract Fee                   (1.00)          12.51416879         (0.080)        94.338            1,180.56
12-31-97         Contract Fee                   (1.00)          13.78572229         (0.073)        94.265            1,299.52
12-31-98         Contract Fee                   (1.00)          13.58859831         (0.074)        94.192            1,279.93
12-31-98         Value before Surr                              13.58859831           0.000        94.192            1,279.93
                 Chg
12-31-98         Surrender Charge              (22.00)          13.58859831         (1.619)        92.573            1,257.93
Cumulative Total Returns without/with chrgs.                         28.30% A                                          25.79% C
Avg. Annual Total Returns without/with chrgs.                         8.66% B                                           7.95% D

                                                    Templeton Global Growth
12-31-95         Purchase                    $1,000.00         $11.33894840          88.192        88.192           $1,000.00
12-31-96         Contract Fee                   (1.00)          13.55953972         (0.074)        88.118            1,194.84
12-31-97         Contract Fee                   (1.00)          15.17626475         (0.066)        88.052            1,336.30
12-31-98         Contract Fee                   (1.00)          16.30853286         (0.061)        87.991            1,435.00
12-31-98         Value before Surr                              16.30853286           0.000        87.991            1,435.00
                 Chg
12-31-98         Surrender Charge              (22.00)          16.30853286         (1.349)        86.642            1,413.00
Cumulative Total Returns without/with chrgs.                         43.83% A                                          41.30% C
Avg. Annual Total Returns without/with chrgs.                        12.88% B                                          12.21% D

                                              Templeton Global Income Securities
12-31-95         Purchase                    $1,000.00         $15.52246997          64.423        64.423           $1,000.00
12-31-96         Contract Fee                   (1.00)          16.78052472         (0.060)        64.363            1,080.05
12-31-97         Contract Fee                   (1.00)          16.95673923         (0.059)        64.304            1,090.39
12-31-98         Contract Fee                   (1.00)          17.90515943         (0.056)        64.248            1,150.38
12-31-98         Value before Surr                              17.90515943           0.000        64.248            1,150.38
                 Chg
12-31-98         Surrender Charge              (22.00)          17.90515943         (1.229)        63.020            1,128.38
Cumulative Total Returns without/with chrgs.                         15.35% A                                          12.84% C
Avg. Annual Total Returns without/with chrgs.                         4.88% B                                           4.11% D

                                                Templeton International Equity
12-31-95         Purchase                    $1,000.00         $13.26267921          75.400        75.400           $1,000.00
12-31-96         Contract Fee                   (1.00)          16.08142393         (0.062)        75.337            1,211.53
12-31-97         Contract Fee                   (1.00)          17.71128511         (0.056)        75.281            1,333.32
12-31-98         Contract Fee                   (1.00)          18.43652906         (0.054)        75.227            1,386.92
12-31-98         Value before Surr                              18.43652906           0.000        75.227            1,386.92
                 Chg
12-31-98         Surrender Charge              (22.00)          18.43652906         (1.193)        74.033            1,364.92
Cumulative Total Returns without/with chrgs.                         39.01% A                                          36.49% C
Avg. Annual Total Returns without/with chrgs.                        11.60% B                                          10.93% D

                                           
                                                   Templeton Pacific Growth
12-31-95         Purchase                    $1,000.00         $13.63037545          73.366        73.366           $1,000.00
12-31-96         Contract Fee                   (1.00)          14.93159316         (0.067)        73.299            1,094.46
12-31-97         Contract Fee                   (1.00)           9.43102016         (0.106)        73.193              690.28
12-31-98         Contract Fee                   (1.00)           8.07846316         (0.124)        73.069              590.28
12-31-98         Value before Surr                               8.07846316           0.000        73.069              590.28
                 Chg
12-31-98         Surrender Charge              (22.00)           8.07846316         (2.723)        70.345              568.28
Cumulative Total Returns without/with chrgs.                        -40.73% A                                         -43.17% C
Avg. Annual Total Returns without/with chrgs.                       -16.00% B                                         -17.17% D

                                                  U.S. Government Securities
12-31-95         Purchase                    $1,000.00         $16.29770051          61.358        61.358           $1,000.00
12-31-96         Contract Fee                   (1.00)          16.65018339         (0.060)        61.298            1,020.63
12-31-97         Contract Fee                   (1.00)          17.94721856         (0.056)        61.243            1,099.13
12-31-98         Contract Fee                   (1.00)          19.01438042         (0.053)        61.190            1,163.49
12-31-98         Value before Surr                              19.01438042           0.000        61.190            1,163.49
                 Chg
12-31-98         Surrender Charge              (22.00)          19.01438042         (1.157)        60.033            1,141.49
Cumulative Total Returns without/with chrgs.                         16.67% A                                          14.15% C
Avg. Annual Total Returns without/with chrgs.                         5.27% B                                           4.51% D

                                                        Utility Equity
12-31-95         Purchase                    $1,000.00         $19.56451758          51.113        51.113           $1,000.00
12-31-96         Contract Fee                   (1.00)          20.65439774         (0.048)        51.065            1,054.71
12-31-97         Contract Fee                   (1.00)          25.81831690         (0.039)        51.026            1,317.40
12-31-98         Contract Fee                   (1.00)          28.30779835         (0.035)        50.990            1,443.43
12-31-98         Value before Surr                              28.30779835           0.000        50.990            1,443.43
                 Chg
12-31-98         Surrender Charge              (22.00)          28.30779835         (0.777)        50.213            1,421.43
Cumulative Total Returns without/with chrgs.                         44.69% A                                          42.14% C
Avg. Annual Total Returns without/with chrgs.                        13.10% B                                          12.44% D

                                                      Zero Coupon - 2000
12-31-95         Purchase                    $1,000.00         $18.29362036          54.664        54.664           $1,000.00
12-31-96         Contract Fee                   (1.00)          18.47475298         (0.054)        54.610            1,008.90
12-31-97         Contract Fee                   (1.00)          19.51237855         (0.051)        54.558            1,064.57
12-31-98         Contract Fee                   (1.00)          20.68442229         (0.048)        54.510            1,127.51
12-31-98         Value before Surr                              20.68442229           0.000        54.510            1,127.51
                 Chg
12-31-98         Surrender Charge              (22.00)          20.68442229         (1.064)        53.447            1,105.51
Cumulative Total Returns without/with chrgs.                         13.07% A                                          10.55% C
Avg. Annual Total Returns without/with chrgs.                         4.18% B                                           3.40% D

                                                      Zero Coupon - 2005
12-31-95         Purchase                    $1,000.00         $20.91363234          47.816        47.816           $1,000.00
12-31-96         Contract Fee                   (1.00)          20.51665706         (0.049)        47.767              980.02
12-31-97         Contract Fee                   (1.00)          22.53212008         (0.044)        47.723            1,075.29
12-31-98         Contract Fee                   (1.00)          25.00286219         (0.040)        47.683            1,192.20
12-31-98         Value before Surr                              25.00286219           0.000        47.683            1,192.20
                 Chg
12-31-98         Surrender Charge              (22.00)          25.00286219         (0.880)        46.803            1,170.20
Cumulative Total Returns without/with chrgs.                         19.55% A                                          17.02% C
Avg. Annual Total Returns without/with chrgs.                         6.13% B                                           5.38% D

                                                      Zero Coupon - 2010
12-31-95         Purchase                    $1,000.00         $22.43134838          44.580        44.580           $1,000.00
12-31-96         Contract Fee                   (1.00)          21.52246902         (0.046)        44.534              958.48
12-31-97         Contract Fee                   (1.00)          24.73976107         (0.040)        44.494            1,100.76
12-31-98         Contract Fee                   (1.00)          27.92036039         (0.036)        44.458            1,241.28
12-31-98         Value before Surr                              27.92036039           0.000        44.458            1,241.28
                 Chg
12-31-98         Surrender Charge              (22.00)          27.92036039         (0.788)        43.670            1,219.28
Cumulative Total Returns without/with chrgs.                         24.47% A                                          21.93% C
Avg. Annual Total Returns without/with chrgs.                         7.57% B                                           6.83% D

                                                 

A = (Unit Value as of December 31, 1998 - Unit Value at Purchase)/Unit Value at Purchase
B = [(A+1)^(1/3 Years)]-1
C = (Accumulated Value as of December 31, 1998 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/3 Years)]-1
</TABLE>

<PAGE>

<TABLE>

                                             FRANKLIN VALUEMARK III
                                        Allianz Life Variable Account B
                            Cumulative and Average Annual Total Return Calculations

                                   Original Purchase as of December 31, 1993
                                     Valuation Date as of December 31, 1998


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

                                                 
                                               Growth and Income
<S>   <C>                                   <C>                <C>             <C>      <C>          <C>      
12-31-93          Purchase                  $1,000.00          $13.67694811    73.116   73.116       $1,000.00
12-31-94          Contract Fee                 (1.00)           13.21462941   (0.076)   73.040          965.20
12-31-95          Contract Fee                 (1.00)           17.30965999   (0.058)   72.982        1,263.30
12-31-96          Contract Fee                 (1.00)           19.48959860   (0.051)   72.931        1,421.40
12-31-97          Contract Fee                 (1.00)           24.55079561   (0.041)   72.890        1,789.51
12-31-98          Contract Fee                 (1.00)           26.22646854   (0.038)   72.852        1,910.65
12-31-98          Value before Surr                             26.22646854     0.000   72.852        1,910.65
                  Chg
12-31-98          Surrender Charge             (3.75)           26.22646854   (0.143)   72.709        1,906.90
Cumulative Total Returns without/with chrgs.                         91.76% A                           90.69% C
Avg. Annual Total Returns without/with chrgs.                        13.91% B                           13.78% D

                                                  High Income
12-31-93          Purchase                  $1,000.00          $15.15511991    65.984   65.984       $1,000.00
12-31-94          Contract Fee                 (1.00)           14.60759128   (0.068)   65.916          962.87
12-31-95          Contract Fee                 (1.00)           17.25181285   (0.058)   65.858        1,136.17
12-31-96          Contract Fee                 (1.00)           19.37479425   (0.052)   65.806        1,274.98
12-31-97          Contract Fee                 (1.00)           21.31160694   (0.047)   65.759        1,401.44
12-31-98          Contract Fee                 (1.00)           21.20849040   (0.047)   65.712        1,393.66
12-31-98          Value before Surr                             21.20849040     0.000   65.712        1,393.66
                  Chg
12-31-98          Surrender Charge             (3.75)           21.20849040   (0.177)   65.535        1,389.91
Cumulative Total Returns without/with chrgs.                         39.94% A                           38.99% C
Avg. Annual Total Returns without/with chrgs.                         6.95% B                            6.81% D

                                               Income Securities
12-31-93          Purchase                  $1,000.00          $17.73437317    56.388   56.388       $1,000.00
12-31-94          Contract Fee                 (1.00)           16.39171653   (0.061)   56.327          923.29
12-31-95          Contract Fee                 (1.00)           19.78534185   (0.051)   56.276        1,113.44
12-31-96          Contract Fee                 (1.00)           21.70827863   (0.046)   56.230        1,220.66
12-31-97          Contract Fee                 (1.00)           25.06461193   (0.040)   56.190        1,408.38
12-31-98          Contract Fee                 (1.00)           25.12170867   (0.040)   56.150        1,410.59
12-31-98          Value before Surr                             25.12170867     0.000   56.150        1,410.59
                  Chg
12-31-98          Surrender Charge             (3.75)           25.12170867   (0.149)   56.001        1,406.84
Cumulative Total Returns without/with chrgs.                         41.66% A                           40.68% C
Avg. Annual Total Returns without/with chrgs.                         7.21% B                            7.07% D

                                                  Money Market
12-31-93          Purchase                  $1,000.00          $12.06579747    82.879   82.879       $1,000.00
12-31-94          Contract Fee                 (1.00)           12.35398427   (0.081)   82.798        1,022.88
12-31-95          Contract Fee                 (1.00)           12.88349436   (0.078)   82.720        1,065.73
12-31-96          Contract Fee                 (1.00)           13.35923111   (0.075)   82.645        1,104.08
12-31-97          Contract Fee                 (1.00)           13.86472844   (0.072)   82.573        1,144.86
12-31-98          Contract Fee                 (1.00)           14.38555424   (0.070)   82.504        1,186.86
12-31-98          Value before Surr                             14.38555424     0.000   82.504        1,186.86
                  Chg
12-31-98          Surrender Charge             (3.75)           14.38555424   (0.261)   82.243        1,183.11
Cumulative Total Returns without/with chrgs.                         19.23% A                           18.31% C
Avg. Annual Total Returns without/with chrgs.                         3.58% B                            3.42% D

                                          
                                          Natural Resource Securities
12-31-93          Purchase                  $1,000.00          $14.46354903    69.139   69.139       $1,000.00
12-31-94          Contract Fee                 (1.00)           13.97879422   (0.072)   69.068          965.48
12-31-95          Contract Fee                 (1.00)           14.10867153   (0.071)   68.997          973.45
12-31-96          Contract Fee                 (1.00)           14.46741645   (0.069)   68.928          997.21
12-31-97          Contract Fee                 (1.00)           11.55913365   (0.087)   68.841          795.75
12-31-98          Contract Fee                 (1.00)            8.50546484   (0.118)   68.724          584.53
12-31-98          Value before Surr                              8.50546484     0.000   68.724          584.53
                  Chg
12-31-98          Surrender Charge             (3.75)            8.50546484   (0.441)   68.283          580.78
Cumulative Total Returns without/with chrgs.                        -41.19% A                          -41.92% C
Avg. Annual Total Returns without/with chrgs.                       -10.07% B                          -10.30% D

                                             Real Estate Securities
12-31-93          Purchase                  $1,000.00          $15.36898235    65.066   65.066       $1,000.00
12-31-94          Contract Fee                 (1.00)           15.59407180   (0.064)   65.002        1,013.65
12-31-95          Contract Fee                 (1.00)           18.07282328   (0.055)   64.947        1,173.77
12-31-96          Contract Fee                 (1.00)           23.66770609   (0.042)   64.904        1,536.14
12-31-97          Contract Fee                 (1.00)           28.16943249   (0.035)   64.869        1,827.32
12-31-98          Contract Fee                 (1.00)           23.10677956   (0.043)   64.826        1,497.91
12-31-98          Value before Surr                             23.10677956     0.000   64.826        1,497.91
                  Chg
12-31-98          Surrender Charge             (3.75)           23.10677956   (0.162)   64.663        1,494.16
Cumulative Total Returns without/with chrgs.                         50.35% A                           49.42% C
Avg. Annual Total Returns without/with chrgs.                         8.50% B                            8.36% D

                                                Rising Dividends
12-31-93          Purchase                  $1,000.00          $10.32720317    96.832   96.832       $1,000.00
12-31-94          Contract Fee                 (1.00)            9.76873744   (0.102)   96.729         $944.92
12-31-95          Contract Fee                 (1.00)           12.49836348   (0.080)   96.649       $1,207.96
12-31-96          Contract Fee                 (1.00)           15.30299222   (0.065)   96.584        1,478.02
12-31-97          Contract Fee                 (1.00)           20.07430239   (0.050)   96.534        1,937.85
12-31-98          Contract Fee                 (1.00)           21.16548977   (0.047)   96.487        2,042.19
12-31-98          Value before Surr                             21.16548977     0.000   96.487        2,042.19
                  Chg
12-31-98          Surrender Charge             (3.75)           21.16548977   (0.177)   96.310        2,038.44
Cumulative Total Returns without/with chrgs.                        104.95% A                          103.84% C
Avg. Annual Total Rtns. without/with chrgs.                          15.43% B                           15.31% D

                                                   
                                       Templeton Global Income Securities
12-31-93          Purchase                  $1,000.00          $14.64984870    68.260   68.260       $1,000.00
12-31-94          Contract Fee                 (1.00)           13.72629720   (0.073)   68.187          935.96
12-31-95          Contract Fee                 (1.00)           15.52246997   (0.064)   68.123        1,057.43
12-31-96          Contract Fee                 (1.00)           16.78052472   (0.060)   68.063        1,142.14
12-31-97          Contract Fee                 (1.00)           16.95673923   (0.059)   68.004        1,153.13
12-31-98          Contract Fee                 (1.00)           17.90515943   (0.056)   67.948        1,216.63
12-31-98          Value before Surr                             17.90515943     0.000   67.948        1,216.63
                  Chg
12-31-98          Surrender Charge             (3.75)           17.90515943   (0.209)   67.739        1,212.88
Cumulative Total Returns without/with chrgs.                         22.22% A                           21.29% C
Avg. Annual Total Returns without/with chrgs.                         4.09% B                            3.94% D

                                         Templeton International Equity
12-31-93          Purchase                  $1,000.00          $12.22565227    81.795   81.795       $1,000.00
12-31-94          Contract Fee                 (1.00)           12.16131942   (0.082)   81.713          993.74
12-31-95          Contract Fee                 (1.00)           13.26267921   (0.075)   81.638        1,082.73
12-31-96          Contract Fee                 (1.00)           16.08142393   (0.062)   81.575        1,311.85
12-31-97          Contract Fee                 (1.00)           17.71128511   (0.056)   81.519        1,443.81
12-31-98          Contract Fee                 (1.00)           18.43652906   (0.054)   81.465        1,501.93
12-31-98          Value before Surr                             18.43652906     0.000   81.465        1,501.93
                  Chg
12-31-98          Surrender Charge             (3.75)           18.43652906   (0.203)   81.261        1,498.18
Cumulative Total Returns without/with chrgs.                         50.80% A                           49.82% C
Avg. Annual Total Rtns. without/with chrgs.                           8.56% B                            8.42% D

                                   
                                            Templeton Pacific Growth
12-31-93          Purchase                  $1,000.00          $14.23330574    70.258   70.258       $1,000.00
12-31-94          Contract Fee                 (1.00)           12.80173310   (0.078)   70.180          898.42
12-31-95          Contract Fee                 (1.00)           13.63037545   (0.073)   70.106          955.57
12-31-96          Contract Fee                 (1.00)           14.93159316   (0.067)   70.039        1,045.80
12-31-97          Contract Fee                 (1.00)            9.43102016   (0.106)   69.933          659.54
12-31-98          Contract Fee                 (1.00)            8.07846316   (0.124)   69.809          563.95
12-31-98          Value before Surr                              8.07846316     0.000   69.809          563.95
                  Chg
12-31-98          Surrender Charge             (3.75)            8.07846316   (0.464)   69.345          560.20
Cumulative Total Returns without/with chrgs.                        -43.24% A                          -43.98% C
Avg. Annual Total Rtns. without/with chrgs.                         -10.71% B                          -10.94% D

                                           U.S. Government Securities
12-31-93          Purchase                  $1,000.00          $14.69826319    68.035   68.035       $1,000.00
12-31-94          Contract Fee                 (1.00)           13.83490825   (0.072)   67.963          940.26
12-31-95          Contract Fee                 (1.00)           16.29770051   (0.061)   67.902        1,106.64
12-31-96          Contract Fee                 (1.00)           16.65018339   (0.060)   67.842        1,129.57
12-31-97          Contract Fee                 (1.00)           17.94721856   (0.056)   67.786        1,216.57
12-31-98          Contract Fee                 (1.00)           19.01438042   (0.053)   67.733        1,287.91
12-31-98          Value before Surr                             19.01438042     0.000   67.733        1,287.91
                  Chg
12-31-98          Surrender Charge             (3.75)           19.01438042   (0.197)   67.536        1,284.16
Cumulative Total Returns without/with chrgs.                         29.36% A                           28.42% C
Avg. Annual Total Returns without/with chrgs.                         5.28% B                            5.13% D

                                                 Utility Equity
12-31-93          Purchase                  $1,000.00          $17.31879581    57.741   57.741       $1,000.00
12-31-94          Contract Fee                 (1.00)           15.10395032   (0.066)   57.675          871.11
12-31-95          Contract Fee                 (1.00)           19.56451758   (0.051)   57.623        1,127.37
12-31-96          Contract Fee                 (1.00)           20.65439774   (0.048)   57.575        1,189.18
12-31-97          Contract Fee                 (1.00)           25.81831690   (0.039)   57.536        1,485.49
12-31-98          Contract Fee                 (1.00)           28.30779835   (0.035)   57.501        1,627.73
12-31-98          Value before Surr                             28.30779835     0.000   57.501        1,627.73
                  Chg
12-31-98          Surrender Charge             (3.75)           28.30779835   (0.132)   57.368        1,623.98
Cumulative Total Returns without/with chrgs.                         63.45% A                           62.40% C
Avg. Annual Total Returns without/with chrgs.                        10.33% B                           10.18% D

                                               Zero Coupon - 2000
12-31-93          Purchase                  $1,000.00          $16.71742785    59.818   59.818       $1,000.00
12-31-94          Contract Fee                 (1.00)           15.37318118   (0.065)   59.753          918.59
12-31-95          Contract Fee                 (1.00)           18.29362036   (0.055)   59.698        1,092.09
12-31-96          Contract Fee                 (1.00)           18.47475298   (0.054)   59.644        1,101.91
12-31-97          Contract Fee                 (1.00)           19.51237855   (0.051)   59.593        1,162.80
12-31-98          Contract Fee                 (1.00)           20.68442229   (0.048)   59.544        1,231.64
12-31-98          Value before Surr                             20.68442229     0.000   59.544        1,231.64
                  Chg
12-31-98          Surrender Charge             (3.75)           20.68442229   (0.181)   59.363        1,227.89
Cumulative Total Returns without/with chrgs.                         23.73% A                           22.79% C
Avg. Annual Total Returns without/with chrgs.                         4.35% B                            4.19% D

                                               Zero Coupon - 2005
12-31-93          Purchase                  $1,000.00          $18.04995514    55.402   55.402       $1,000.00
12-31-94          Contract Fee                 (1.00)           16.09601101   (0.062)   55.340          890.75
12-31-95          Contract Fee                 (1.00)           20.91363234   (0.048)   55.292        1,156.35
12-31-96          Contract Fee                 (1.00)           20.51665706   (0.049)   55.243        1,133.40
12-31-97          Contract Fee                 (1.00)           22.53212008   (0.044)   55.199        1,243.74
12-31-98          Contract Fee                 (1.00)           25.00286219   (0.040)   55.159        1,379.13
12-31-98          Value before Surr                             25.00286219     0.000   55.159        1,379.13
                  Chg
12-31-98          Surrender Charge             (3.75)           25.00286219   (0.150)   55.009        1,375.38
Cumulative Total Returns without/with chrgs.                         38.52% A                           37.54% C
Avg. Annual Total Returns without/with chrgs.                         6.73% B                            6.58% D

                                               Zero Coupon - 2010
12-31-93          Purchase                  $1,000.00          $18.14448916    55.113   55.113       $1,000.00
12-31-94          Contract Fee                 (1.00)           15.92982416   (0.063)   55.050          876.94
12-31-95          Contract Fee                 (1.00)           22.43134838   (0.045)   55.006        1,233.85
12-31-96          Contract Fee                 (1.00)           21.52246902   (0.046)   54.959        1,182.86
12-31-97          Contract Fee                 (1.00)           24.73976107   (0.040)   54.919        1,358.68
12-31-98          Contract Fee                 (1.00)           27.92036039   (0.036)   54.883        1,532.36
12-31-98          Value before Surr                             27.92036039     0.000   54.883        1,532.36
                  Chg
12-31-98          Surrender Charge             (3.75)           27.92036039   (0.134)   54.749        1,528.61
Cumulative Total Returns without/with chrgs.                         53.88% A                           52.86% C
Avg. Annual Total Returns without/with chrgs.                         9.00% B                            8.86% D

                                         



A = (Unit Value as of December 31, 1998 - Unit Value at Purchase)/Unit Value at
Purchase
B = [(A+1)^(1/5 Years)]-1
C = (Accumulated Value as of December 31, 1998 - Accum. Value at Purch.)/Accum. Value at
Purch.
D = [(C+1)^(1/5 Years)]-1
</TABLE>

<PAGE>
<TABLE>


                                            FRANKLIN VALUEMARK III
                                        Allianz Life Variable Account B
                            Cumulative and Average Annual Total Return Calculations

                                 Original Purchase as of Sub-Account Inception
                                    Valuation Date as of December 31, 1998


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

                                                Capital Growth
<S> <C>                                     <C>            <C>              <C>         <C>        <C>      
5-1-96            Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
5-1-97            Contract Fee                 (1.00)       11.18234032     (0.089)      99.911     1,117.23
5-1-98            Contract Fee                 (1.00)       14.64647972     (0.068)      99.842     1,462.34
12-31-98          Contract Fee                 (1.00)       15.57416691     (0.064)      99.778     1,553.96
12-31-98          Value before Surr                         15.57416691       0.000      99.778     1,553.96
                  Chg
12-31-98          Surrender Charge            (22.00)       15.57416691     (1.413)      98.365     1,531.96
Cumulative Total Returns without/with chgs.                      55.74% A                             53.20% C
Avg. Annual Total Returns without/with chgs.                     18.06% B                             17.33% D

                                               Growth and Income
1-24-89           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90           Contract Fee                 (1.00)        9.60621064     (0.104)      99.896       959.62
1-24-91           Contract Fee                 (1.00)       10.04911751     (0.100)      99.796     1,002.87
1-24-92           Contract Fee                 (1.00)       12.19460473     (0.082)      99.714     1,215.98
1-24-93           Contract Fee                 (1.00)       12.62194644     (0.079)      99.635     1,257.59
1-24-94           Contract Fee                 (1.00)       14.16249217     (0.071)      99.565     1,410.08
1-24-95           Contract Fee                 (1.00)       13.34952632     (0.075)      99.490     1,328.14
1-24-96           Contract Fee                 (1.00)       17.36302808     (0.058)      99.432     1,726.44
1-24-97           Contract Fee                 (1.00)       19.93765368     (0.050)      99.382     1,981.44
1-24-98           Contract Fee                 (1.00)       24.03879635     (0.042)      99.340     2,388.02
12-31-98          Value before Surr                         26.22646854       0.000      99.340     2,605.35
                  Chg
12-31-98          Contract Fee                 (1.00)       26.22646854     (0.038)      99.302     2,604.35
12-31-98          Surrender Charge               0.00       26.22646854       0.000      99.302     2,604.35
Cumulative Total Returns without/with chgs.                     162.26% A                            160.43% C
Avg. Annual Total Returns without/with chgs.                     10.19% B                             10.11% D

                                                  High Income
1-24-89           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90           Contract Fee                 (1.00)        9.99164502     (0.100)      99.900       998.16
1-24-91           Contract Fee                 (1.00)        8.99722270     (0.111)      99.789       897.82
1-24-92           Contract Fee                 (1.00)       11.88821941     (0.084)      99.705     1,185.31
1-24-93           Contract Fee                 (1.00)       13.44703876     (0.074)      99.630     1,339.73
1-24-94           Contract Fee                 (1.00)       15.36027784     (0.065)      99.565     1,529.35
1-24-95           Contract Fee                 (1.00)       14.72506391     (0.068)      99.497     1,465.10
1-24-96           Contract Fee                 (1.00)       17.51218685     (0.057)      99.440     1,741.41
1-24-97           Contract Fee                 (1.00)       19.46632780     (0.051)      99.389     1,934.73
1-24-98           Contract Fee                 (1.00)       21.49896803     (0.047)      99.342     2,135.76
12-31-98          Value before Surr                         21.20849040       0.000      99.342     2,106.90
                  Chg
12-31-98          Contract Fee                 (1.00)       21.20849040     (0.047)      99.295     2,105.90
12-31-98          Surrender Charge               0.00       21.20849040       0.000      99.295     2,105.90
Cumulative Total Returns without/with chgs.                     112.08% A                            110.59% C
Avg. Annual Total Returns without/with chgs.                      7.86% B                              7.78% D

                                               Income Securities
1-24-89           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90           Contract Fee                 (1.00)       10.71309911     (0.093)      99.907     1,070.31
1-24-91           Contract Fee                 (1.00)        9.95244729     (0.100)      99.806       993.32
1-24-92           Contract Fee                 (1.00)       14.03346495     (0.071)      99.735     1,399.63
1-24-93           Contract Fee                 (1.00)       15.36060973     (0.065)      99.670     1,530.99
1-24-94           Contract Fee                 (1.00)       17.72926867     (0.056)      99.613     1,766.07
1-24-95           Contract Fee                 (1.00)       16.36456157     (0.061)      99.552     1,629.13
1-24-96           Contract Fee                 (1.00)       20.20965612     (0.049)      99.503     2,010.92
1-24-97           Contract Fee                 (1.00)       21.90254020     (0.046)      99.457     2,178.36
1-24-98           Contract Fee                 (1.00)       24.74259869     (0.040)      99.417     2,459.83
12-31-98          Value before Surr                         25.12170867       0.000      99.417     2,497.52
                  Chg
12-31-98          Contract Fee                 (1.00)       25.12170867     (0.040)      99.377     2,496.52
12-31-98          Surrender Charge               0.00       25.12170867       0.000      99.377     2,496.52
Cumulative Total Returns without/with chgs.                     151.22% A                            149.65% C
Avg. Annual Total Returns without/with chgs.                      9.71% B                              9.64% D

                                                Money Market
1-24-89           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90           Contract Fee                 (1.00)       10.67978818     (0.094)      99.906     1,066.98
1-24-91           Contract Fee                 (1.00)       11.32877884     (0.088)      99.818     1,130.82
1-24-92           Contract Fee                 (1.00)       11.75876120     (0.085)      99.733     1,172.74
1-24-93           Contract Fee                 (1.00)       11.94119334     (0.084)      99.649     1,189.93
1-24-94           Contract Fee                 (1.00)       12.07592840     (0.083)      99.566     1,202.36
1-24-95           Contract Fee                 (1.00)       12.38828249     (0.081)      99.486     1,232.46
1-24-96           Contract Fee                 (1.00)       12.92030455     (0.077)      99.408     1,284.39
1-24-97           Contract Fee                 (1.00)       13.39088993     (0.075)      99.334     1,330.17
1-24-98           Contract Fee                 (1.00)       13.89829761     (0.072)      99.262     1,379.57
12-31-98          Value before Surr                         14.38555424       0.000      99.262     1,427.94
                  Chg
12-31-98          Contract Fee                 (1.00)       14.38555424     (0.070)      99.192     1,426.94
12-31-98          Surrender Charge               0.00       14.38555424       0.000      99.192     1,426.94
Cumulative Total Returns without/with chgs.                      43.86% A                             42.69% C
Avg. Annual Total Returns without/with chgs.                      3.73% B                              3.64% D

                                        Mutual Discovery Securities
11-8-96           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
11-8-97           Contract Fee                 (1.00)       11.84027297     (0.084)      99.916     1,183.03
11-8-98           Contract Fee                 (1.00)       10.96095902     (0.091)      99.824     1,094.17
12-31-98          Contract Fee                 (1.00)       11.22622113     (0.089)      99.735     1,119.65
12-31-98          Value before Surr                         11.22622113       0.000      99.735     1,119.65
                  Chg
12-31-98          Surrender Charge            (22.00)       11.22622113     (1.960)      97.776     1,097.65
Cumulative Total Returns without/with chgs.                      12.26% A                              9.76% C
Avg. Annual Total Returns without/with chgs.                      5.54% B                              4.44% D


                                          Mutual Shares Securities
11-8-96           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
11-8-97           Contract Fee                 (1.00)       11.76129584     (0.085)      99.915     1,175.13
11-8-98           Contract Fee                 (1.00)       11.59398963     (0.086)      99.829     1,157.41
12-31-98          Contract Fee                 (1.00)       11.83677406     (0.084)      99.744     1,180.65
12-31-98          Value before Surr                         11.83677406       0.000      99.744     1,180.65
                  Chg
12-31-98          Surrender Charge            (22.00)       11.83677406     (1.859)      97.886     1,158.65
Cumulative Total Returns without/with chgs.                      18.37% A                             15.87% C
Avg. Annual Total Returns without/with chgs.                      8.18% B                              7.11% D

                                        Natural Resource Securities
1-24-89           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90           Contract Fee                 (1.00)       12.89722725     (0.078)      99.922     1,288.72
1-24-91           Contract Fee                 (1.00)        9.78594476     (0.102)      99.820       976.84
1-24-92           Contract Fee                 (1.00)       10.94243678     (0.091)      99.729     1,091.28
1-24-93           Contract Fee                 (1.00)        9.15485419     (0.109)      99.620       912.00
1-24-94           Contract Fee                 (1.00)       14.48022000     (0.069)      99.551     1,441.51
1-24-95           Contract Fee                 (1.00)       13.03370860     (0.077)      99.474     1,296.51
1-24-96           Contract Fee                 (1.00)       15.98656882     (0.063)      99.411     1,589.25
1-24-97           Contract Fee                 (1.00)       13.82698418     (0.072)      99.339     1,373.56
1-24-98           Contract Fee                 (1.00)       10.60761568     (0.094)      99.245     1,052.75
12-31-98          Value before Surr                          8.50546484       0.000      99.245       844.12
                  Chg
12-31-98          Contract Fee                 (1.00)        8.50546484     (0.118)      99.127       843.12
12-31-98          Surrender Charge               0.00        8.50546484       0.000      99.127       843.12
Cumulative Total Returns without/with chgs.                     -14.95% A                            -15.69% C
Avg. Annual Total Returns without/with chgs.                     -1.62% B                             -1.70% D

                                           Real Estate Securities
1-24-89           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90           Contract Fee                 (1.00)       10.13988901     (0.099)      99.901     1,012.99
1-24-91           Contract Fee                 (1.00)        9.37706788     (0.107)      99.795       935.78
1-24-92           Contract Fee                 (1.00)       12.28427530     (0.081)      99.713     1,224.91
1-24-93           Contract Fee                 (1.00)       13.54478625     (0.074)      99.640     1,349.60
1-24-94           Contract Fee                 (1.00)       15.37525910     (0.065)      99.574     1,530.98
1-24-95           Contract Fee                 (1.00)       15.00928122     (0.067)      99.508     1,493.54
1-24-96           Contract Fee                 (1.00)       18.15857148     (0.055)      99.453     1,805.92
1-24-97           Contract Fee                 (1.00)       23.95551361     (0.042)      99.411     2,381.44
1-24-98           Contract Fee                 (1.00)       28.04564576     (0.036)      99.375     2,787.05
12-31-98          Value before Surr Chg                     23.10677956       0.000      99.375     2,296.24
12-31-98          Contract Fee                 (1.00)       23.10677956     (0.043)      99.332     2,295.24
12-31-98          Surrender Charge               0.00       23.10677956       0.000      99.332     2,295.24
Cumulative Total Returns without/with chgs.                     131.07% A                            129.52% C
Avg. Annual Total Returns without/with chgs.                      8.79% B                              8.72% D

                                              Rising Dividends
1-27-92           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-27-93           Contract Fee                 (1.00)       10.69831588     (0.093)      99.907     1,068.83
1-27-94           Contract Fee                 (1.00)       10.38483458     (0.096)      99.810     1,036.51
1-27-95           Contract Fee                 (1.00)        9.97357882     (0.100)      99.710       994.47
1-27-96           Contract Fee                 (1.00)       12.53425589     (0.080)      99.630     1,248.79
1-27-97           Contract Fee                 (1.00)       15.27722507     (0.065)      99.565     1,521.07
1-27-98           Contract Fee                 (1.00)       19.83953724     (0.050)      99.514     1,974.32
12-31-98          Value before Surr                         21.16548977       0.000      99.514     2,106.27
                  Chg
12-31-98          Contract Fee                 (1.00)       21.16548977     (0.047)      99.467     2,105.27
12-31-98          Surrender Charge               0.00       21.16548977       0.000      99.467     2,105.27
Cumulative Total Returns without/with chgs.                     111.65% A                            110.53% C
Avg. Annual Total Returns without/with chgs.                     11.42% B                             11.34% D

                                                 Small Cap
11-1-95           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
11-1-96           Contract Fee                 (1.00)       12.15810442     (0.082)      99.918     1,214.81
11-1-97           Contract Fee                 (1.00)       15.56454139     (0.064)      99.854     1,554.17
11-1-98           Contract Fee                 (1.00)       12.53305565     (0.080)      99.774     1,250.47
12-31-98          Value before Surr                         14.59958077       0.000      99.774     1,456.65
                  Chg
12-31-98          Contract Fee                 (1.00)       14.59958077     (0.068)      99.705     1,455.65
12-31-98          Surrender Charge            (12.00)       14.59958077     (0.822)      98.883     1,443.65
Cumulative Total Returns without/with chgs.                      46.00% A                             44.37% C
Avg. Annual Total Returns without/with chgs.                     12.69% B                             12.29% D

                                      Templeton Developing Markets Equity
3-15-94           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
3-15-95           Contract Fee                 (1.00)        8.62834892     (0.116)      99.884       861.83
3-15-96           Contract Fee                 (1.00)       10.29583833     (0.097)      99.787     1,027.39
3-15-97           Contract Fee                 (1.00)       12.45337068     (0.080)      99.707     1,241.68
3-15-98           Contract Fee                 (1.00)       10.55209904     (0.095)      99.612     1,051.11
12-31-98          Value before Surr                          7.99263591       0.000      99.612       796.16
                  Chg
12-31-98          Contract Fee                 (1.00)        7.99263591     (0.125)      99.487       795.16
12-31-98          Surrender Charge             (3.75)        7.99263591     (0.469)      99.018       791.41
Cumulative Total Returns without/with chgs.                     -20.07% A                            -20.86% C
Avg. Annual Total Returns without/with chgs.                     -4.56% B                             -4.76% D

                                     Templeton Global Asset Allocation
5-1-95            Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
5-1-96            Contract Fee                 (1.00)       11.25238520     (0.089)      99.911     1,124.24
5-1-97            Contract Fee                 (1.00)       12.77282148     (0.078)      99.833     1,275.15
5-1-98            Contract Fee                 (1.00)       14.99206191     (0.067)      99.766     1,495.70
12-31-98          Value before Surr                         13.58859831       0.000      99.766     1,355.68
                  Chg
12-31-98          Contract Fee                 (1.00)       13.58859831     (0.074)      99.693     1,354.68
12-31-98          Surrender Charge            (12.00)       13.58859831     (0.883)      98.809     1,342.68
Cumulative Total Returns without/with chgs.                      35.89% A                             34.27% C
Avg. Annual Total Returns without/with chgs.                      8.71% B                              8.36% D

                                          Templeton Global Growth
3-15-94           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
3-15-95           Contract Fee                 (1.00)       10.10361218     (0.099)      99.901     1,009.36
3-15-96           Contract Fee                 (1.00)       11.81545835     (0.085)      99.816     1,179.38
3-15-97           Contract Fee                 (1.00)       14.09972316     (0.071)      99.745     1,406.38
3-15-98           Contract Fee                 (1.00)       16.74256384     (0.060)      99.686     1,668.99
12-31-98          Value before Surr                         16.30853286       0.000      99.686     1,625.73
                  Chg
12-31-98          Contract Fee                 (1.00)       16.30853286     (0.061)      99.624     1,624.73
12-31-98          Surrender Charge             (3.75)       16.30853286     (0.230)      99.394     1,620.98
Cumulative Total Returns without/with chgs.                      63.09% A                             62.10% C
Avg. Annual Total Returns without/with chgs.                     10.73% B                             10.59% D

                                     Templeton Global Income Securities
1-24-89           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90           Contract Fee                 (1.00)       10.86134310     (0.092)      99.908     1,085.13
1-24-91           Contract Fee                 (1.00)       11.78457305     (0.085)      99.823     1,176.37
1-24-92           Contract Fee                 (1.00)       12.96036211     (0.077)      99.746     1,292.74
1-24-93           Contract Fee                 (1.00)       12.79597793     (0.078)      99.668     1,275.35
1-24-94           Contract Fee                 (1.00)       14.83430587     (0.067)      99.600     1,477.50
1-24-95           Contract Fee                 (1.00)       13.57814674     (0.074)      99.527     1,351.39
1-24-96           Contract Fee                 (1.00)       15.44939311     (0.065)      99.462     1,536.63
1-24-97           Contract Fee                 (1.00)       16.58044652     (0.060)      99.402     1,648.12
1-24-98           Contract Fee                 (1.00)       17.07240899     (0.059)      99.343     1,696.03
12-31-98          Value before Surr                         17.90515943       0.000      99.343     1,778.75
                  Chg
12-31-98          Contract Fee                 (1.00)       17.90515943     (0.056)      99.287     1,777.75
12-31-98          Surrender Charge               0.00       17.90515943       0.000      99.287     1,777.75
Cumulative Total Returns without/with chgs.                      79.05% A                             77.78% C
Avg. Annual Total Returns without/with chgs.                      6.04% B                              5.96% D

                                       Templeton International Equity
1-27-92           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-27-93           Contract Fee                 (1.00)        9.54360836     (0.105)      99.895       953.36
1-27-94           Contract Fee                 (1.00)       12.87738433     (0.078)      99.818     1,285.39
1-27-95           Contract Fee                 (1.00)       11.94433728     (0.084)      99.734     1,191.25
1-27-96           Contract Fee                 (1.00)       13.57666972     (0.074)      99.660     1,353.05
1-27-97           Contract Fee                 (1.00)       16.22074645     (0.062)      99.599     1,615.56
1-27-98           Contract Fee                 (1.00)       17.53929087     (0.057)      99.542     1,745.89
12-31-98          Value before Surr                         18.43652906       0.000      99.542     1,835.20
                  Chg
12-31-98          Contract Fee                 (1.00)       18.43652906     (0.054)      99.487     1,834.20
12-31-98          Surrender Charge               0.00       18.43652906       0.000      99.487     1,834.20
Cumulative Total Returns without/with chgs.                      84.37% A                             83.42% C
Avg. Annual Total Returns without/with chgs.                      9.23% B                              9.15% D

                                 Templeton International Smaller Companies
5-1-96            Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
5-1-97            Contract Fee                 (1.00)       11.33025487     (0.088)      99.912     1,132.03
5-1-98            Contract Fee                 (1.00)       12.05591756     (0.083)      99.829     1,203.53
12-31-98          Value before Surr                          9.36443942       0.000      99.829       934.84
                  Chg
12-31-98          Contract Fee                 (1.00)        9.36443942     (0.107)      99.722       933.84
12-31-98          Surrender Charge            (22.00)        9.36443942     (2.349)      97.373       911.84
Cumulative Total Returns without/with chgs.                      -6.36% A                             -8.82% C
Avg. Annual Total Returns without/with chgs.                     -2.43% B                             -3.40% D

                                          Templeton Pacific Growth
1-27-92           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-27-93           Contract Fee                 (1.00)        9.92851087     (0.101)      99.899       991.85
1-27-94           Contract Fee                 (1.00)       14.10178760     (0.071)      99.828     1,407.76
1-27-95           Contract Fee                 (1.00)       11.94769270     (0.084)      99.745     1,191.72
1-27-96           Contract Fee                 (1.00)       14.49670523     (0.069)      99.676     1,444.97
1-27-97           Contract Fee                 (1.00)       14.65338680     (0.068)      99.607     1,459.59
1-27-98           Contract Fee                 (1.00)        8.46694943     (0.118)      99.489       842.37
12-31-98          Value before Surr                          8.07846316       0.000      99.489       803.72
                  Chg
12-31-98          Contract Fee                 (1.00)        8.07846316     (0.124)      99.366       802.72
12-31-98          Surrender Charge               0.00        8.07846316       0.000      99.366       802.72
Cumulative Total Returns without/with chgs.                     -19.22% A                            -19.73% C
Avg. Annual Total Returns without/with chgs.                     -3.03% B                             -3.12% D

                                         U.S. Government Securities
3-14-89           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
3-14-90           Contract Fee                 (1.00)       10.30827187     (0.097)      99.903     1,029.83
3-14-91           Contract Fee                 (1.00)       11.46249369     (0.087)      99.816     1,144.14
3-14-92           Contract Fee                 (1.00)       12.40064739     (0.081)      99.735     1,236.78
3-14-93           Contract Fee                 (1.00)       14.10187466     (0.071)      99.664     1,405.45
3-14-94           Contract Fee                 (1.00)       14.26756989     (0.070)      99.594     1,420.97
3-14-95           Contract Fee                 (1.00)       14.67370156     (0.068)      99.526     1,460.41
3-14-96           Contract Fee                 (1.00)       15.92525376     (0.063)      99.463     1,583.98
3-14-97           Contract Fee                 (1.00)       16.72689010     (0.060)      99.403     1,662.71
3-14-98           Contract Fee                 (1.00)       18.19344503     (0.055)      99.348     1,807.49
12-31-98          Value before Surr                         19.01438042       0.000      99.348     1,889.05
                  Chg
12-31-98          Contract Fee                 (1.00)       19.01438042     (0.053)      99.296     1,888.05
12-31-98          Surrender Charge               0.00       19.01438042       0.000      99.296     1,888.05
Cumulative Total Returns without/with chgs.                      90.14% A                             88.80% C
Avg. Annual Total Returns without/with chgs.                      6.77% B                              6.70% D

                                               Utility Equity
1-24-89           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
1-24-90           Contract Fee                 (1.00)       11.48396786     (0.087)      99.913     1,147.40
1-24-91           Contract Fee                 (1.00)       11.97256112     (0.084)      99.829     1,195.21
1-24-92           Contract Fee                 (1.00)       14.23979461     (0.070)      99.759     1,420.55
1-24-93           Contract Fee                 (1.00)       15.97559846     (0.063)      99.697     1,592.71
1-24-94           Contract Fee                 (1.00)       16.50535338     (0.061)      99.636     1,644.53
1-24-95           Contract Fee                 (1.00)       15.57082971     (0.064)      99.572     1,550.42
1-24-96           Contract Fee                 (1.00)       19.81799066     (0.050)      99.521     1,972.31
1-24-97           Contract Fee                 (1.00)       20.96455989     (0.048)      99.474     2,085.42
1-24-98           Contract Fee                 (1.00)       25.18650535     (0.040)      99.434     2,504.39
12-31-98          Value before Surr                         28.30779835       0.000      99.434     2,814.75
                  Chg
12-31-98          Contract Fee                 (1.00)       28.30779835     (0.035)      99.399     2,813.75
12-31-98          Surrender Charge               0.00       28.30779835       0.000      99.399     2,813.75
Cumulative Total Returns without/with chgs.                     183.08% A                            181.38% C
Avg. Annual Total Returns without/with chgs.                     11.04% B                             10.97% D

                                             Zero Coupon - 2000
3-14-89           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
3-14-90           Contract Fee                 (1.00)       10.38718687     (0.096)      99.904     1,037.72
3-14-91           Contract Fee                 (1.00)       11.51435997     (0.087)      99.817     1,149.33
3-14-92           Contract Fee                 (1.00)       12.66478418     (0.079)      99.738     1,263.16
3-14-93           Contract Fee                 (1.00)       15.54092694     (0.064)      99.674     1,549.02
3-14-94           Contract Fee                 (1.00)       16.04445243     (0.062)      99.611     1,598.21
3-14-95           Contract Fee                 (1.00)       16.25253463     (0.062)      99.550     1,617.94
3-14-96           Contract Fee                 (1.00)       17.85770371     (0.056)      99.494     1,776.73
3-14-97           Contract Fee                 (1.00)       18.44735099     (0.054)      99.440     1,834.40
3-14-98           Contract Fee                 (1.00)       19.76702265     (0.051)      99.389     1,964.62
12-31-98          Value before Surr                         20.68442229       0.000      99.389     2,055.80
                  Chg
12-31-98          Contract Fee                 (1.00)       20.68442229     (0.048)      99.341     2,054.80
12-31-98          Surrender Charge               0.00       20.68442229       0.000      99.341     2,054.80
Cumulative Total Returns without/with chgs.                     106.84% A                            105.48% C
Avg. Annual Total Returns without/with chgs.                      7.69% B                              7.62% D

                                             Zero Coupon - 2005
3-14-89           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
3-14-90           Contract Fee                 (1.00)       10.39705125     (0.096)      99.904     1,038.71
3-14-91           Contract Fee                 (1.00)       11.55409702     (0.087)      99.817     1,153.30
3-14-92           Contract Fee                 (1.00)       12.66096149     (0.079)      99.738     1,262.78
3-14-93           Contract Fee                 (1.00)       16.42515250     (0.061)      99.677     1,637.22
3-14-94           Contract Fee                 (1.00)       16.93608169     (0.059)      99.618     1,687.14
3-14-95           Contract Fee                 (1.00)       17.21684038     (0.058)      99.560     1,714.11
3-14-96           Contract Fee                 (1.00)       19.49696512     (0.051)      99.509     1,940.12
3-14-97           Contract Fee                 (1.00)       20.18399547     (0.050)      99.459     2,007.49
3-14-98           Contract Fee                 (1.00)       22.91805949     (0.044)      99.416     2,278.42
12-31-98          Value before Surr                         25.00286219       0.000      99.416     2,485.68
                  Chg
12-31-98          Contract Fee                 (1.00)       25.00286219     (0.040)      99.376     2,484.68
12-31-98          Surrender Charge               0.00       25.00286219       0.000      99.376     2,484.68
Cumulative Total Returns without/with chgs.                     150.03% A                            148.47% C
Avg. Annual Total Returns without/with chgs.                      9.80% B                              9.73% D

                                             Zero Coupon - 2010
3-14-89           Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
3-14-90           Contract Fee                 (1.00)       10.26881437     (0.097)      99.903     1,025.88
3-14-91           Contract Fee                 (1.00)       11.36823998     (0.088)      99.815     1,134.72
3-14-92           Contract Fee                 (1.00)       12.29280886     (0.081)      99.733     1,226.00
3-14-93           Contract Fee                 (1.00)       16.18583635     (0.062)      99.672     1,613.27
3-14-94           Contract Fee                 (1.00)       16.90519720     (0.059)      99.612     1,683.97
3-14-95           Contract Fee                 (1.00)       17.12909328     (0.058)      99.554     1,705.27
3-14-96           Contract Fee                 (1.00)       19.99802778     (0.050)      99.504     1,989.88
3-14-97           Contract Fee                 (1.00)       20.76400623     (0.048)      99.456     2,065.10
3-14-98           Contract Fee                 (1.00)       25.18350257     (0.040)      99.416     2,503.65
12-31-98          Value before Surr                         27.92036039       0.000      99.416     2,775.73
                  Chg
12-31-98          Contract Fee                 (1.00)       27.92036039     (0.036)      99.380     2,774.73
12-31-98          Surrender Charge               0.00       27.92036039       0.000      99.380     2,774.73
Cumulative Total Returns without/with chgs.                     179.20% A                            177.47% C
Avg. Annual Total Returns without/with chgs.                     11.04% B                             10.97% D

                                       Global Health Care Securities
5-1-98            Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
12-31-98          Value before Surr                         10.61022997       0.000     100.000     1,061.02
                  Chg
12-31-98          Contract Fee                 (1.00)       10.61022997     (0.094)      99.906     1,060.02
12-31-98          Surrender Charge            (51.00)       10.61022997     (4.807)      95.099     1,009.02
Cumulative Total Returns without/with chgs.                       6.10% A                              0.90% C
Avg. Annual Total Returns without/with chgs.                      9.27% B                              1.35% D

                                              Value Securities
5-1-98            Purchase                  $1,000.00      $10.00000000     100.000     100.000    $1,000.00
12-31-98          Value before Surr                          7.71743151       0.000     100.000       771.74
                  Chg
12-31-98          Contract Fee                 (1.00)        7.71743151     (0.130)      99.870       770.74
12-31-98          Surrender Charge            (51.00)        7.71743151     (6.608)      93.262       719.74
Cumulative Total Returns without/with chgs.                     -22.83% A                            -28.03% C
Avg. Annual Total Returns without/with chgs.                    -32.13% B                            -38.86% D



A = (Unit Value as of December 31, 1998 - Unit Value at Purchase)/Unit Value at Purchase
B = [(A+1)^(1/Years since
Inception)]-1
C = (Accumulated Value as of December 31, 1998 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/Years since
Inception)]-1
</TABLE>


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