ALLIANZ LIFE VARIABLE ACCOUNT B
485BPOS, 1999-04-29
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                                                    File Nos.   333-06709
                                                                811-05618
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OF 1933                   ( )
            Pre-Effective  Amendment No.                                   ( )
            Post-Effective  Amendment No.    3                             (X)

REGISTRATION  STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
            Amendment  No.    45                                           (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>
<S>       <C>                                            <C>
Item No.                                                 Location
- --------                                                 -----------------------

          PART A

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

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

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


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


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

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

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

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

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

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

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

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

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

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




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

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

          PART B

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

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

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

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

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

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

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

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

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




                                 PART C

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

<PAGE>
                                 PART A
                                                                                
                                                                                
Profile of the Franklin Valuemark IV
Variable Annuity Contract
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
- --------------------------------------------------------------------------------



May 1, 1999

This profile is a summary of some of the more  important  points that you should
consider and know before  purchasing the Franklin  Valuemark IV variable annuity
contract  with a fixed  account.  The  Contract is more fully  described  in the
prospectus  which   accompanies   this  profile.   Please  read  the  prospectus
carefully.




1. THE FRANKLIN VALUEMARK IV VARIABLE ANNUITY CONTRACT
- --------------------------------------------------------------------------------

The Franklin Valuemark IV variable annuity contract with a fixed account offered
by Allianz Life Insurance  Company of North America (Allianz Life) is a contract
between you, the owner, and Allianz Life, an insurance company.  In this profile
and the  prospectus,  "we",  "us" and "our" refers to Allianz Life. The Contract
provides a means for investing on a tax-deferred basis. The Contract 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.  A list of the  available  portfolios  is  contained  in  Section 4.
Depending  upon market  conditions,  you can make or lose money in the  Contract
based on the portfolios' investment performance.  The portfolios are designed to
offer a better return than the fixed account, however, this is not guaranteed.

The fixed  account  offers an interest  rate that is guaranteed by Allianz Life.
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.  If you select the fixed account,  your money will be held in
our general account with principal and interest backed by Allianz Life.

Currently,  you can put your money in 10 investment  choices (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 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.  The amount
of the payments you may receive during the payout phase depends,  in part,  upon
the  amount of money you are able to  accumulate  in your  Contract  during  the
accumulation phase.


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

You can receive monthly annuity  payments from your Contract by selecting one of
the following annuity options (all of these options assume you are the owner and
the annuitant):

(1) payments for your life;

(2) payments for your life,  but if you die before  payments  have been made for
the guaranteed period you selected,  payments will continue to you or any person
you  designate  for the  remainder  of the  guaranteed  period  (5, 10, 15 or 20
years);

(3) payments  during the joint  lifetime of you and the joint  annuitant -- when
either of you die, payments will continue as long as the survivor lives;

(4) payments  during the joint lifetime of you and the joint  annuitant,  but if
you and  the  joint  annuitant  die  before  payments  have  been  made  for the
guaranteed period you selected,  payments will continue to you or any person you
designate  for the remainder of the  guaranteed  period (5, 10, 15 or 20 years);
and

(5)  payments  during your life  ending with the last  payment due prior to your
death with a  guarantee  that at your death  Allianz  Life will make a refund to
your  beneficiary  if the value of the  payments  made is less  than the  amount
applied to the annuity option.

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.


3. PURCHASE
- --------------------------------------------------------------------------------

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




4. 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 this Contract.

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

The  portfolios are fully  described in the attached  Franklin  Valuemark  Funds
prospectus. You can make or lose money based on the portfolios' performance.



5. EXPENSES

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

o The annual  insurance  charges  total 1.49% of the average daily value of your
Contract  allocated to the variable options during the accumulation phase (1.40%
during the payout phase).

o Each year Allianz Life also  deducts a $30  contract  maintenance  charge from
your Contract. Allianz Life currently waives this charge if the cumulative value
of all your  Franklin  Valuemark IV Contracts  (registered  with the same social
security number) are at least $50,000 (except in New Jersey).

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 7 year contingent deferred
sales charge period. The charge is:

                                Contingent deferred
                                   sales charge
         Years since             (as a percentage
      purchase payment         of purchase payments)
- --------------------------------------------------------------------------------

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

Each year after the first Contract year, you can make partial  withdrawals of up
to a total of 15% of the value of your Contract and Allianz Life will not deduct
the contingent deferred sales charge.

Under certain circumstances,  after the first year, Allianz Life will permit you
to access your money in the Contract  without  deducting a  contingent  deferred
sales charge:

1) if you become confined to a nursing home;

2) if you become terminally ill; or

3) if you become disabled.

Also, if you are unemployed for at least 90 consecutive days, you can take up to
50% of your money out of the Contract  without  incurring a contingent  deferred
sales charge.

These options vary from state to state and may not be available in all states.

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.

We have provided the following chart to help you understand the expenses in your
Contract. The column "Total Annual Expenses" shows the total of the $30 contract
maintenance  charge (which has been converted to a percentage and is represented
as .10%  below),  the 1.49%  insurance  charges and the total  annual  portfolio
expenses for each portfolio.

The next two columns  show you two  examples of the  expenses,  in dollars,  you
would pay under a Contract.  The examples  assume that you invested  $1,000 in a
Contract which earns 5% annually and that you surrender  your  Contract:  (1) at
the end of year 1, and (2) at the end of year 10.  For year 1, the Total  Annual
Expenses are assessed as well as the contingent  deferred sales charge. For year
10, the Total Annual  Expenses are assessed  but no  contingent  deferred  sales
charge is deducted.

The premium tax is assumed to be 0% in both examples.


<TABLE>
<CAPTION>

These are just examples.  They do not represent past or future  expenses or returns.  Actual  expenses may be higher or lower than
those shown.

                                                                                           EXAMPLES:
                                      Total Annual    Total Annual
                                        Insurance   Class 1 Portfolio  Total Annual        Expenses at end of:
Variable Option                          Charges        Expenses         Expenses         1 Year        10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>             <C>              <C>           <C>
Capital Growth                            1.59%            .77%            2.36%            $84           $270

Global Health Care Securities1            1.59%            .84%            2.43%            $85           $277

Global Utilities Securities               1.59%            .50%            2.09%            $81           $242

Growth and Income                         1.59%            .49%            2.08%            $81           $241

High Income                               1.59%            .53%            2.12%            $82           $245

Income Securities                         1.59%            .49%            2.08%            $81           $241

Money Market                              1.59%            .53%            2.12%            $82           $245

Mutual Discovery Securities               1.59%           1.00%            2.59%            $86           $293

Mutual Shares Securities                  1.59%            .77%            2.36%            $84           $270

Natural Resources Securities              1.59%            .64%            2.23%            $83           $256

Real Estate Securities                    1.59%            .54%            2.13%            $82           $246

Rising Dividends                          1.59%            .72%            2.31%            $83           $264

Small Cap                                 1.59%            .77%            2.36%            $84           $270

Templeton Developing Markets Equity       1.59%           1.41%            3.00%            $90           $332

Templeton Global Asset Allocation         1.59%            .84%            2.43%            $85           $277

Templeton Global Growth                   1.59%            .88%            2.47%            $85           $281

Templeton Global Income Securities        1.59%            .63%            2.22%            $83           $255

Templeton International Equity            1.59%            .88%            2.47%            $85           $281

Templeton International Smaller Companies 1.59%           1.10%            2.69%            $87           $302

Templeton Pacific Growth                  1.59%           1.10%            2.69%            $87           $302

U.S. Government Securities                1.59%            .50%            2.09%            $81           $242

Value Securities1                         1.59%            .83%            2.42%            $85           $276

Zero Coupon 2000                          1.59%            .66%            2.25%            $83           $258

Zero Coupon 2005                          1.59%            .66%            2.25%            $83           $258

Zero Coupon 2010                          1.59%            .66%            2.25%            $83           $258
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1. Estimated for 1999
</FN>
</TABLE>

For more  detailed  information,  see the Fee  Table in the  prospectus  for the
Contract.

6. 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.


7. ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

You may make a withdrawal at any time during the accumulation phase. Any partial
withdrawal  must be for at least $500. You may request a withdrawal or elect the
Systematic  Withdrawal Program or Minimum Distribution Program which are briefly
described  in Section 10 of this  profile.  After the first  year,  you can make
multiple  withdrawals  up to a total of 15% of the value of your  Contract  each
year without charge from Allianz Life. Withdrawals in excess of that amount will
be subject to a 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.  Withdrawals  in  excess  of the 15% free
withdrawal  will be charged a contingent  deferred  sales charge which  declines
from 6% to 0%  depending  upon the  number  of  complete  years we have had your
payment.  After  Allianz Life has had a payment for 7 years,  there is no charge
for withdrawals  related to that payment.  Each purchase payment you add to your
Contract has its own 7 year contingent  deferred sales charge period. Of course,
you may also have to pay income tax and a tax  penalty on any money you take out
of the Contract.



8. PERFORMANCE

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

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


Calendar Year

Variable Option                    1998     1997      1996     1995      1994     1993      1992     1991      1990
- -------------------------------------------------------------------------------------------------------------------
<S>                              <C>      <C>       <C>      <C>      <C>       <C>       <C>      <C>      <C>    
Capital Growth                   18.41%   16.46%        NA       NA        NA       NA        NA       NA        NA

Global Utilities Securities       9.44%   24.79%     5.47%   29.32%   -12.97%    8.80%     7.00%   22.66%     0.25%

Growth and Income                 6.63%   25.76%    12.39%   30.77%    -3.57%    8.58%     5.03%   21.69%    -3.89%

High Income                       -.67%    9.80%    12.10%   17.90%    -3.80%   13.94%    14.43%   28.12%   -10.12%

Income Securities                  .04%   15.26%     9.52%   20.49%    -7.75%   16.76%    11.45%   37.76%    -8.91%

Money Market                      3.56%    3.59%     3.50%    4.09%     2.20%    0.93%     1.43%    3.82%     5.93%

Mutual Discovery Securities      -6.50%   17.50%        NA       NA        NA       NA        NA       NA        NA

Mutual Shares Securities         -1.49%   15.89%        NA       NA        NA       NA        NA       NA        NA

Natural Resources Securities    -26.58%  -20.27%     2.35%    0.74%    -3.54%   53.23%   -11.56%    2.19%   -15.36%

Real Estate Securities          -18.15%   18.81%    30.74%   15.69%     1.27%   17.16%    10.33%   31.43%   -13.37%

Rising Dividends                  5.24%   30.96%    22.23%   27.73%    -5.59%   -4.98%        NA       NA        NA

Small Cap                        -2.54%   15.59%    27.05%       NA        NA       NA        NA       NA        NA

Templeton Developing
Markets Equity                  -22.87%  -10.17%    19.68%    1.16%        NA       NA        NA       NA        NA

Templeton Global Asset Allocation-1.62%    9.96%    17.95%       NA        NA       NA        NA       NA        NA

Templeton Global Growth           7.26%   11.72%    19.38%   10.96%        NA       NA        NA       NA        NA

Templeton Global Income Securities5.40%    0.86%     7.91%   12.88%    -6.49%   14.86%    -1.96%   10.53%     8.06%

Templeton International Equity    3.90%    9.94%    21.04%    8.86%    -0.72%   26.58%        NA       NA        NA

Templeton International
Smaller Companies               -13.67%   -3.06%        NA       NA        NA       NA        NA       NA        NA

Templeton Pacific Growth        -14.52%  -37.00%     9.35%    6.28%   -10.24%   45.59%        NA       NA        NA

U.S. Government Securities        5.75%    7.59%     1.97%   17.60%    -6.06%    7.99%     5.97%   14.07%     7.21%

Zero Coupon 2000                  5.81%    5.42%     0.80%   18.79%    -8.22%   14.34%     7.35%   18.35%     4.23%

Zero Coupon 2005                 10.77%    9.62%    -2.09%   29.71%   -11.01%   20.33%     9.07%   18.50%     1.02%

Zero Coupon 2010                 12.65%   14.75%    -4.24%   40.59%   -12.38%   23.48%     8.61%   18.16%    -1.02%

</TABLE>
<PAGE>

9. DEATH BENEFIT

If you die during the  accumulation  phase, the person you have selected as your
beneficiary will receive a death benefit. This death benefit will be the greater
of:

1) the  current  value of your  Contract,  less any taxes,  on the day all claim
proofs and payment  election forms are received by Allianz Life at the Valuemark
Service Center; or

2) (if applicable) the guaranteed  minimum death benefit,  less any taxes, as of
the day you die. During the first year, the guaranteed  minimum death benefit is
equal to the payments  you have made,  less any money you have taken out and any
charges  paid on the money you have taken  out.  After the first year and before
your 81st birthday (76th birthday for deaths occurring in Washington, or in most
other states before  11/1/98),  the  guaranteed  minimum death benefit as of the
date of death is the greater of:

    A)  payments  you have made,  less any money you have taken out and  charges
paid on the money you have taken out,  increased by 5% per year on each Contract
anniversary; or

    B) the highest of the Contract values for each six year Contract anniversary
determined by the Contract value on such six year  anniversary plus any payments
made, less any money taken out since that Contract anniversary, and charges paid
on the money you have taken out.

Different  rules will apply after your 81st birthday  (76th  birthday for deaths
occurring in Washington, or in most other states before 11/1/98).


10. OTHER INFORMATION
- --------------------------------------------------------------------------------

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

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

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

ADDITIONAL FEATURES

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

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.

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. 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 to maintain your specified allocation mix.
  This can be done quarterly, semi-annually or annually.

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 generally after age 701/2.

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


11. INQUIRIES
- --------------------------------------------------------------------------------

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

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

<PAGE>
                                                                                
            THE FRANKLIN VALUEMARK IV VARIABLE ANNUITY CONTRACT
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
- --------------------------------------------------------------------------------
This prospectus  describes the Franklin  Valuemark IV Variable  Annuity Contract
with a Fixed Account offered by Allianz Life Insurance  Company of North America
(Allianz Life).

The  annuity  has 25  Variable  Options,  each of  which  invests  in one of the
Portfolios  of Franklin  Valuemark  Funds listed  below,  and a Fixed Account of
Allianz Life. You can select up to 10 investment  choices (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  IV Variable
Annuity Contract with a Fixed Account.

To learn more about the  annuity  offered by this  prospectus,  you can obtain a
copy of the Statement of Additional Information (SAI) dated May 1, 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 20 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 IV 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  IV refer to
Valuemark IV.

Dated: May 1, 1999



TABLE OF CONTENTS


Index of Terms                                      3

Fee Table                                           4

1. The Franklin Valuemark IV
Variable Annuity Contract
    Contract Owner                                  8
    Joint Owner                                     8
    Annuitant                                       8
    Beneficiary                                     8
    Assignment                                      8

2. Annuity Payments (The Payout Phase)              9
    Annuity Options                                 9

3. Purchase                                        10
    Purchase Payments                              10
    Automatic Investment Plan                      10
    Allocation of Purchase Payments                10
    Free Look                                      10
    Accumulation Units                             10

4. Investment Options                              11
    Transfers                                      12
    Dollar Cost Averaging Program                  12
    Flexible Rebalancing                           13
    Voting Privileges                              13
    Substitution                                   13

5. Expenses                                        13
    Insurance Charges                              13
     Mortality and Expense Risk Charge             13
     Administrative Charge                         13
    Contract Maintenance Charge                    14
    Contingent Deferred Sales Charge               14
     Waiver of Contingent Deferred
  Sales Charge Benefits                            14
 Reduction or Elimination of the
 Contingent Deferred Sales Charge   15
    Transfer Fee                                   15
    Premium Taxes                                  15
    Income Taxes                                   15
    Portfolio Expenses                             15

6. Taxes                                           15
    Annuity Contracts in General                   15
    Qualified and Non-Qualified Contracts          16
    Multiple Contracts                             16
    Withdrawals - Non-Qualified Contracts          16
    Withdrawals - Qualified Contracts              16
    Withdrawals - Tax-Sheltered Annuities          16
    Diversification                                16

7. Access to Your Money                            17
    Systematic Withdrawal Program                  17
    Minimum Distribution Program                   17
    Suspension of Payments or Transfers            17

8. Performance                                     18

9. Death Benefit                                   18
    Upon Your Death                                18
    Death of Annuitant                             19

10. Other Information                              19
    Allianz Life                                   19
    Year 2000                                      20
    The Separate Account                           20
    Distribution                                   20
    Administration                                 20
    Financial Statements                           20

Table of Contents of the
Statement of Additional Information                20

Appendix                                           21

<PAGE>

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


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

                                                      Page

Accumulation Phase                                     8

Accumulation Unit                                     10

Annuitant                                              8

Annuity Options                                        9

Annuity Payments                                       9

Annuity Unit                                          11

Beneficiary                                            8

Contract                                               8

Contract Owner                                         8

Fixed Account                                          8

                                                    Page

Income Date                                            8

Joint Owner                                            8

Non-Qualified .                                       16

Payout Phase                                           9

Portfolios                                            11

Purchase Payment                                      10

Qualified                                             16

Tax Deferral                                           8

Variable Option                                        8



<PAGE>


FEE TABLE

The purpose of this Fee Table is to help you  understand the costs of investing,
directly or indirectly,  in the Variable Options under 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)

                                  Years Since
                               Purchase Payment   Charge
- -----------------------------------------------------------------
                                      0-1           6%
                                      1-2           6%
                                      2-3           6%
                                      3-4           5%
                                      4-5           4%
                                      5-6           3%
                                      6-7           2%
                                      7 +           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***                1.34%

Administrative Charge                                .15%
                                        ---------------------------

Total Separate Account Annual Expenses              1.49%

*Each  year  after  the  first  Contract  year,  you may make  multiple  partial
withdrawals  of up to a  total  of 15% of the  value  of  your  Contract  and no
contingent  deferred  sales charge will be assessed.  See Section 7 - "Access to
Your Money" for additional options.  **During the Accumulation Phase, the charge
is waived if the value of your  Contract  is at least  $50,000.  If you own more
than one  Franklin  Valuemark  IV  Contract  (registered  with  the same  social
security  number),  we will determine the total value of all your Contracts.  If
the total value of all your Contracts is at least $50,000,  the charge is waived
(except in New Jersey).  Currently,  the charge is also waived during the Payout
Phase if the  value of your  Contract  at the  Income  Date is at least  $50,000
(except in New Jersey). 

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


<PAGE>

<TABLE>
<CAPTION>

FRANKLIN VALUEMARK FUNDS' ANNUAL EXPENSES: 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                                  Total Annual
                                                     Administration Fees1       Other 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 above
for these Portfolios are therefore estimated for 1999.
</FN>
</TABLE>


<PAGE>


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  Section 5 -  "Expenses"  and the  Franklin
Valuemark Funds prospectus.
<TABLE>
<CAPTION>

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

                                                        1 Year           3 Years           5 Years         10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>               <C>              <C> 
Capital Growth Fund                                       $84             $125              $160             $270

Global Health Care Securities Fund*                       $85             $127              $164             $277

Global Utilities Securities Fund                          $81             $116              $146             $242

Growth and Income Fund                                    $81             $116              $146             $241

High Income Fund                                          $82             $117              $148             $245

Income Securities Fund                                    $81             $116              $146             $241

Money Market Fund                                         $82             $117              $148             $245

Mutual Discovery Securities Fund                          $86             $132              $172             $293

Mutual Shares Securities Fund                             $84             $125              $160             $270

Natural Resources Securities Fund                         $83             $121              $153             $256

Real Estate Securities Fund                               $82             $118              $148             $246

Rising Dividends Fund                                     $83             $123              $157             $264

Small Cap Fund                                            $84             $125              $160             $270

Templeton Developing Markets Equity Fund                  $90             $144              $192             $332

Templeton Global Asset Allocation Fund                    $85             $127              $164             $277

Templeton Global Growth Fund                              $85             $128              $166             $281

Templeton Global Income Securities Fund                   $83             $120              $153             $255

Templeton International Equity Fund                       $85             $128              $166             $281

Templeton International Smaller Companies Fund            $87             $135              $177             $302

Templeton Pacific Growth Fund                             $87             $135              $177             $302

U.S. Government Securities Fund                           $81             $116              $146             $242

Value Securities Fund*                                    $85             $126              $163             $276

Zero Coupon Fund - 2000                                   $83             $121              $154             $258

Zero Coupon Fund - 2005                                   $83             $121              $154             $258

Zero Coupon Fund - 2010                                   $83             $121              $154             $258
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated
</FN>
</TABLE>
<PAGE>

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

                                                        1 Year           3 Years           5 Years         10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>              <C>              <C> 
Capital Growth Fund                                       $24              $74              $126             $270

Global Health Care Securities Fund*                       $25              $76              $130             $277

Global Utilities Securities Fund                          $21              $65              $112             $242

Growth and Income Fund                                    $21              $65              $112             $241

High Income Fund                                          $22              $66              $114             $245

Income Securities Fund                                    $21              $65              $112             $241

Money Market Fund                                         $22              $66              $114             $245

Mutual Discovery Securities Fund                          $26              $81              $138             $293

Mutual Shares Securities Fund                             $24              $74              $126             $270

Natural Resources Securities Fund                         $23              $70              $119             $256

Real Estate Securities Fund                               $22              $67              $114             $246

Rising Dividends Fund                                     $23              $72              $123             $264

Small Cap Fund                                            $24              $74              $126             $270

Templeton Developing Markets Equity Fund                  $30              $93              $158             $332

Templeton Global Asset Allocation Fund                    $25              $76              $130             $277

Templeton Global Growth Fund                              $25              $77              $132             $281

Templeton Global Income Securities Fund                   $23              $69              $119             $255

Templeton International Equity Fund                       $25              $77              $132             $281

Templeton International Smaller Companies Fund            $27              $84              $143             $302

Templeton Pacific Growth Fund                             $27              $84              $143             $302

U.S. Government Securities Fund                           $21              $65              $112             $242

Value Securities Fund*                                    $25              $75              $129             $276

Zero Coupon Fund - 2000                                   $23              $70              $120             $258

Zero Coupon Fund - 2005                                   $23              $70              $120             $258

Zero Coupon Fund - 2010                                   $23              $70              $120             $258
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated
</FN>
</TABLE>

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



<PAGE>


1. THE FRANKLIN VALUEMARK IV
VARIABLE ANNUITY CONTRACT

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

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

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

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.  You
may change Contract Owners at any time. This may be a taxable event.  You should
consult with your tax adviser before doing this.

JOINT OWNER

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

ANNUITANT

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

BENEFICIARY

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

ASSIGNMENT

You can  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  we take in  accordance  with the  Contract  before we
receive notice of the  assignment.  Any assignment  made after the death benefit
has become  payable can only be done with our consent.  AN  ASSIGNMENT  MAY BE A
TAXABLE EVENT.

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


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


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

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

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

You may elect to receive your  Annuity  Payments as a variable  payout,  a fixed
payout,  or a  combination  of both.  Under a fixed  payout,  all of the Annuity
Payments will be the same dollar amount  (equal  installments).  If you choose a
variable payout, you can select from the available  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 or any person you choose 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 you can be
equal to 100%, 75% or 50% of the amount that was being paid when both Annuitants
were  alive.  The  monthly  Annuity  Payments  will end when the last  surviving
Annuitant dies.

OPTION 4. Joint and Last  Survivor  Annuity  with 5, 10, 15 or 20 Year  Payments
Guaranteed.  Under this option, we will make monthly Annuity Payments during the
joint  lifetime of the  Annuitant  and the joint  Annuitant.  When the Annuitant
dies,  if the joint  Annuitant is still alive,  we will continue to make Annuity
Payments,  so long as the surviving  Annuitant continues to live, at 100% of the
amount that was being paid when both were alive. If, when the last death occurs,
we have made Annuity Payments for less than the selected  guaranteed  period, we
will  continue to make Annuity  Payments to you or any person you choose 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.


3. PURCHASE
- --------------------------------------------------------------------------------


PURCHASE PAYMENTS

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

AUTOMATIC INVESTMENT PLAN

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

ALLOCATION OF PURCHASE PAYMENTS

When you purchase a Contract,  we will  allocate  your  Purchase  Payment to the
Fixed Account and/or one or more of the Variable  Options you have selected.  We
ask that you allocate your money in either whole  percentages  or round dollars.
The Fixed Account may not be available in your state (check with your registered
representative).  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 10 investment choices at any
one time  (which  includes  any of the 25  Variable  Options  which  invest in a
Portfolio of Franklin  Valuemark  Funds listed in Section 4 and the Allianz Life
Fixed Account). We may change this in the future.  However, we will always allow
you to invest in at least five Variable Options.

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

FREE LOOK

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

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 by  multiplying  the  Accumulation  Unit value for the previous
period by a factor for the current period. The factor is determined by:

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

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

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

When you make a Purchase  Payment,  we credit your  Contract  with  Accumulation
Units for any portion of your Purchase  Payment  allocated to a 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.


4. 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  manager's
judgment,  a Portfolio would be unable to invest  effectively in accordance with
its  investment  objectives  and policies,  or would  otherwise  potentially  be
adversely affected.

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. The following applies to any transfer:

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

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

3. Your request for a transfer  must clearly state which  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.

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

You can make transfers by telephone.  We may allow you to authorize someone else
to make  transfers by telephone on your behalf.  If you own the Contract  with a
Joint  Owner,  unless  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 new  Contracts  and  additional
Purchase  Payments to new and  existing  Contracts.  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 will be made on the 20th day of the month unless that day
is not a  business  day.  If it is not,  then the  transfer  will be made on the
previous day. If you  participate  in Flexible  Rebalancing,  the transfers made
under the program are not taken into account in  determining  any transfer  fee.
The Fixed 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.


5. EXPENSES
- --------------------------------------------------------------------------------


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

INSURANCE CHARGES

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

1) the mortality and expense risk charge, and

2) the administrative charge.

Mortality and Expense Risk Charge. During the Accumulation Phase, this charge is
equal,  on an annual basis,  to 1.34% of the average daily value of the Contract
invested in a Variable  Option,  after the  deduction  of  expenses.  During the
Payout Phase,  the charge is equal,  on an annual basis, to 1.25% of the average
daily value of the Contract  invested in a 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).  The amount of
the  mortality  and expense risk charge is less during the Payout Phase  because
Allianz Life does not pay a death benefit if you die during the Payout Phase.

Administrative  Charge. This charge is equal, on an annual basis, to .15% of the
average  daily value of the Contract  invested in a 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,  at each  Contract  anniversary,  Allianz Life deducts $30 from your
Contract as a contract  maintenance  charge. The fee is assessed on the last day
of each Contract year. (In South  Carolina,  if your Contract is in force on the
20th Contract anniversary, we will waive the contract maintenance charge that is
to be  deducted  after  the  20th  Contract  anniversary.)  This  charge  is for
administrative expenses (see above). This charge can not be increased.

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

If you make a complete 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

Withdrawals  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. The charge is:

                                Contingent deferred
                                   sales charge
         Years since             (as a percentage
      Purchase Payment         of Purchase Payments)
- -------------------------------------------------------------
             0-1                        6%
             1-2                        6%
             2-3                        6%
             3-4                        5%
             4-5                        4%
             5-6                        3%
             6-7                        2%
             7+                         0%

However,  after Allianz Life has had a Purchase Payment for 7 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.  Allianz Life does not assess the contingent
deferred  sales charge on any payments paid out as Annuity  Payments or as death
benefits.

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

NOTE:  For tax purposes,  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  (referred to in sales  literature  as "15%  Withdrawal
Privilege")  - Each year after the first  Contract  year,  you can make multiple
withdrawals  up to 15% of the value of your Contract and no contingent  deferred
sales  charge will be deducted  from the 15% you take out.  (This  amount may be
increased when the Contract is issued to a charitable  remainder  trust.) If you
make a  withdrawal  of more  than the free  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 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 Section 7 - "Access to Your Money" for a description  of the
Systematic Withdrawal Program and the Minimum Distribution Program.

Waiver of Contingent Deferred Sales Charge Benefits
Under certain circumstances,  after the first year, Allianz Life will permit you
to take your money out of the Contract without  deducting a contingent  deferred
sales charge:

1) if you become confined to a nursing home;

2) if you become  terminally  ill,  which is defined  as life  expectancy  of 12
months or less (a full withdrawal of the Contract will be required); or

3) if you become totally disabled for at least 90 consecutive days.

The  waiver  will not apply if any of the above  conditions  existed on the date
your Contract was issued.  Also, after the first year, if you become  unemployed
for at least 90  consecutive  days,  you can take up to 50% of your money out of
the Contract without incurring a contingent  deferred sales charge. This benefit
is  available  only once during the life of the  Contract.  You may not use both
this benefit and the 15% free withdrawal amount in the same Contract year.

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

Reduction or Elimination of the
Contingent Deferred Sales Charge

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

TRANSFER FEE

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

PREMIUM TAXES

Some  states  and other  governmental  entities  (e.g.,  municipalities)  charge
premium taxes or similar taxes.  Allianz Life is responsible  for the payment of
these taxes.  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.


6. TAXES
- --------------------------------------------------------------------------------


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

ANNUITY CONTRACTS IN GENERAL

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

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

You, as the Contract Owner,  will not be taxed on increases in the value of your
Contract  until a  distribution  occurs  either as a  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 591/2;

(2) leaves his/her job;

(3) dies;

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

(5) in the case of  hardship.  However,  in the case of  hardship,  the Contract
Owner can only 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.


7. 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 Section 5 - "Expenses" for a discussion of the charges.)

Any partial  withdrawal must be for at least $500.  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.  After you make a partial
withdrawal the value of your Contract must be at least $2,000.

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 Section 6 - "Taxes" and
the discussion in the SAI.

SYSTEMATIC WITHDRAWAL PROGRAM

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

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 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 is
not reasonably practicable or Allianz Life cannot reasonably value the Portfolio
shares;

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

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


8. 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
Portfolio  Expenses.  It  may  not  reflect  the  deduction  of  any  applicable
contingent deferred sales charge and contract  maintenance charge. The deduction
of any applicable  contract  maintenance  charge and  contingent  deferred sales
charges  would reduce the  percentage  increase or make  greater any  percentage
decrease.  Any  advertisement  will also  include  average  annual  total return
figures  which  reflect  the  deduction  of  the  insurance  charges,   contract
maintenance  charge,  contingent  deferred sales charges and the expenses of the
Portfolios. Allianz Life may also advertise cumulative total return information.
Cumulative  total return is determined  the same way except that the results are
not annualized.  Performance  information for the underlying Portfolios may also
be advertised; see the Franklin Valuemark Funds prospectus for more information.

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

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

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


9. DEATH BENEFIT

UPON YOUR DEATH

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

I. Contracts That Receive An Enhanced Death Benefit Endorsement

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

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

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

       A. During the first year of all such  Contracts  and if you are age 81 or
       older (76 or older for deaths  occurring in Washington,  or in most other
       states before 11/1/98) at the time of purchase,  the following guaranteed
       minimum death benefit will apply:

          o payments you have made,

          o less any money you have taken out,

          o less any applicable charges paid on money taken out,

          o less any premium taxes owed.

       B. After the first Contract  year, for Contracts  issued before your 81st
       birthday (76th birthday for deaths occurring  before 11/1/98),  and until
       you  reach  age 81 (age 76 for  deaths  occurring  before  11/1/98),  the
       greater  of (a) or (b)  below  will  be  your  guaranteed  minimum  death
       benefit:

           a) 5% Increase

             o payments you have made,

             o less any money you have taken out,

             o less any applicable charges paid on money taken out,

             o plus 5% on each Contract anniversary,

             o less any premium taxes owed.

           b) Highest 6th Year Contract Value

             o highest Contract value on any six year Contract anniversary,

             o plus any payments made since that Contract anniversary,

             o less any money you have taken out since that anniversary,

             o less any applicable charges paid on money taken out since that 
               anniversary,

             o less any premium taxes owed.

       C. After your 81st birthday  (76th birthday for deaths  occurring  before
       11/1/98), the following guaranteed minimum death benefit will apply:

          o your  guaranteed  minimum death benefit on the Contract  anniversary
          prior to your 81st birthday (76th birthday for deaths occurring before
          11/1/98),

          o plus any payments you have made since then,

          o less any money you have taken out since then,

          o less any applicable charges paid on money taken out since then,

          o less any premium taxes owed.

II. Contracts That Do Not Receive An Enhanced Death Benefit Endorsement

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

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

III. Additional Provisions

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

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

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

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

DEATH OF ANNUITANT

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

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


10. OTHER INFORMATION
- --------------------------------------------------------------------------------


ALLIANZ LIFE

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

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  7.5%  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  7.5% 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                                     4

Annuity Provisions                                     9

Mortality and Expense Risk Guarantee                  10

Financial Statements                                  10


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


CONDENSED FINANCIAL INFORMATION
<TABLE>
<CAPTION>

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)
                                              Period from
                               Year or Period  Inception
                                    Ended     (2/3/97) to
Sub-Accounts:                   Dec. 31, 1998Dec. 31, 1997
- --------------------------------------------------------------------------------
<S>                               <C>          <C>   
Capital Growth
Unit value at beginning of period $13.110      $11.247
Unit value at end of period       $15.537      $13.110
Number of units 
   outstanding at end of period     4,502        1,957
Global Health Care Securities*
Unit value at beginning of period  $10.000          NA
Unit value at end of period        $10.604          NA
Number of units 
   outstanding at end of period       224           NA
Global Utilities Securities
Unit value at beginning of period  $25.635     $20.526
Unit value at end of period        $28.082     $25.635
Number of units 
    outstanding at end of period     1,006         310
Growth and Income
Unit value at beginning of period  $24.354     $19.351
Unit value at end of period        $25.993     $24.354
Number of units 
    outstanding at end of period     5,185       2,376
High Income
Unit value at beginning of period  $21.141     $19.237
Unit value at end of period        $21.020     $21.141
Number of units 
    outstanding at end of period     4,191       2,202
Income Securities
Unit value at beginning of period  $24.864     $21.554
Unit value at end of period        $24.898     $24.864
Number of units 
    outstanding at end of period     4,239       2,094
Money Market
Unit value at beginning of period  $13.756     $13.266
Unit value at end of period        $14.260     $13.756
Number of units
    outstanding at end of period     4,342       3,214
Mutual Discovery Securities
Unit value at beginning of period  $11.971     $10.179
Unit value at end of period         11.205     $11.971
Number of units 
    outstanding at end of period     8,822       5,461
Mutual Shares Securities
Unit value at beginning of period  $11.981     $10.329
Unit value at end of period        $11.814     $11.981
Number of units
    outstanding at end of period    19,834      11,394

</TABLE>
        
<TABLE>
<CAPTION>
(Number of units in thousands)
                                               Period from
                               Year or Period  Inception
                                    Ended     (2/3/97) to
Sub-Accounts:                   Dec. 31, 1998 Dec. 31, 1997
- -------------------------------------------------------------------------------
<S>                                <C>         <C>   
Natural Resources Securities
Unit value at beginning of period  $11.466     $14.364
Unit value at end of period         $8.430     $11.466
Number of units 
     outstanding at end of period       514        304
Real Estate Securities
Unit value at beginning of period  $27.944     $23.499
Unit value at end of period        $22.901     $27.944
Number of units
    outstanding at end of period     1,823       1,217
Rising Dividends
Unit value at beginning of period  $19.968     $15.235
Unit value at end of period        $21.034     $19.968
Number of units 
    outstanding at end of period     4,428       1,991
Small Cap
Unit value at beginning of period  $14.923     $12.899
Unit value at end of period        $14.558     $14.923
Number of units 
    outstanding at end of period     5,492       2,965
Templeton Developing Markets Equity
Unit value at beginning of period  $10.305     $11.458
Unit value at end of period         $7.958     $10.305
Number of units 
    outstanding at end of period     3,425       2,663
Templeton Global Asset Allocation
Unit value at beginning of period  $13.752     $12.495
Unit value at end of period        $13.543     $13.752
Number of units 
    outstanding at end of period     1,491       1,008
Templeton Global Growth
Unit value at beginning of period  $15.124     $13.525
Unit value at end of period        $16.238     $15.124
Number of units
    outstanding at end of period     8,864       5,525
Templeton Global Income Securities
Unit value at beginning of period  $16.821     $16.661
Unit value at end of period        $17.746     $16.821
Number of units 
     outstanding at end of period      651         393
Templeton International Equity
Unit value at beginning of period  $17.617     $16.010
Unit value at end of period        $18.322     $17.617
Number of units 
    outstanding at end of period     4,427       3,122

</TABLE>
 
<TABLE>
<CAPTION>
Number of units in thousands)
                                              Period from
                               Year or Period  Inception
                                    Ended     (2/3/97) to
Sub-Accounts:                   Dec. 31, 1998Dec. 31, 1997
- ------------------------------------------------------------------------------
<S>                                <C>         <C>    
Templeton International Smaller Companies
Unit value at beginning of period  $10.809     $11.138
Unit value at end of period         $9.342     $10.809
Number of units 
    outstanding at end of period       967         792
Templeton Pacific Growth
Unit value at beginning of period   $9.381     $14.866
Unit value at end of period         $8.028      $9.381
Number of units 
    outstanding at end of period       655         379
U.S. Government Securities
Unit value at beginning of period  $17.805     $16.533
Unit value at end of period        $18.847     $17.805
Number of units
   outstanding at end of period      3,040        1,359
Value Securities*
Unit value at beginning of period  $10.000          NA
Unit value at end of period         $7.713          NA
Number of units 
     outstanding at end of period      367          NA
Zero Coupon 2000
Unit value at beginning of period  $19.358     $18.345
Unit value at end of period        $20.502     $19.358
Number of units 
     outstanding at end of period      188          94
Zero Coupon 2005
Unit value at beginning of period  $22.357     $20.375
Unit value at end of period        $24.786     $22.357
Number of units 
     outstanding at end of period      380         161
Zero Coupon 2010
Unit value at beginning of period  $24.544     $21.371
Unit value at end of period        $27.674     $24.544
Number of units 
    outstanding at end of period       478         150

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


                                     PART B
                                                                                

                       STATEMENT OF ADDITIONAL INFORMATION
                              FRANKLIN VALUEMARK IV
                           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
INSURANCE COMPANY AT:
1750 Hennepin Avenue, Minneapolis, MN 55403-2195,
(800) 342-3863.

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

Table of Contents
Contents                                            Page
Insurance Company ...............................     2
Experts .........................................     2
Legal Opinions ..................................     2
Distributor .....................................     2
Reduction or Elimination of the
 Contingent Deferred Sales Charge ...............     2
Calculation of Performance Data .................     2
Federal Tax Status ..............................     4
Annuity Provisions ..............................     9
Mortality and Expense Risk Guarantee ............    10
Financial Statements ............................    10

                                                                  V4 SAI 05/99




Insurance Company

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

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

Experts
- -------------------------------------------------------------------------------

The financial statements of Allianz Life Variable Account B and the consolidated
financial  statements  of the  Insurance  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 subsidiary of the Insurance  Company,  acts as the
distributor. The offering is on a continuous basis.

Reduction or Elimination of the
Contingent Deferred Sales Charge
- -------------------------------------------------------------------------------

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

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

Calculation of Performance Data
- --------------------------------------------------------------------------------

Total Return

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

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

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

where:

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

T = average annual total return;

n = number of years;

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

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

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

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

Yield

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

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

(Effective yield = [(Base Period Return + 1)365/7] - 1.)

For the seven-day period ending on 12/31/98,  the Money Market Sub-Account had a
current yield of 3.29% and an effective  yield of 3.35%.  The yield  information
assumes that the Contract  Sub-Account was invested in the Money Market Fund for
the time period shown.

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

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

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

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

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

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

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

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

Performance Ranking

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

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

Performance Information

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

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

Franklin Valuemark IV
Total Return for the periods ended December 31, 1998
                                                          Column I                             Column II
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
                                 Inception   One      Three    Five      Since     One      Three    Five     Since
Portfolio                          Date     Year      Years    Years   Inception  Year      Years    Years  Inception
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>       <C>       <C>       <C>      <C>       <C>      <C>       <C>      <C>
Capital Growth                    5/1/96    18.51%       NA        NA   17.95%    12.41%       NA        NA   16.39%
Global Health Care Securities     5/1/98        NA       NA        NA    9.17%        NA       NA        NA   -0.09%
Global Utilities Securities      1/24/89     9.54%   13.04%    10.25%   10.95%     3.44%   11.60%     9.69%   10.88%
Growth and Income                1/24/89     6.73%   14.75%    13.80%   10.09%     0.63%   13.36%    13.31%   10.01%
High Income                      1/24/89    -0.57%    7.03%     6.86%    7.76%    -6.67%    5.43%     6.24%    7.68%
Income Securities                1/24/89     0.14%    8.19%     7.12%    9.61%    -5.96%    6.62%     6.50%    9.54%
Money Market+                    1/24/89     3.66%    3.65%     3.49%    3.63%    -2.44%    1.94%     2.79%    3.56%
Mutual Discovery Securities     11/08/96    -6.40%       NA        NA    5.45%   -12.50%       NA        NA    3.05%
Mutual Shares Securities        11/08/96    -1.39%       NA        NA    8.08%    -7.49%       NA        NA    5.75%
Natural Resources Securities     1/24/89   -26.48%  -15.60%   -10.16%   -1.70%   -32.58%  -18.17%   -11.34%   -1.79%
Real Estate Securities           1/24/89   -18.05%    8.44%     8.40%    8.69%   -24.15%    6.89%     7.82%    8.62%
Rising Dividends                 1/27/92     5.34%   19.09%    15.33%   11.32%    -0.76%   17.79%    14.86%   11.24%
Small Cap                       11/01/95    -2.44%   12.79%        NA   12.59%    -8.54%   11.36%        NA   11.43%
Templeton Developing Markets Equity3/15/94 -22.77%   -5.95%        NA   -4.65%   -28.87%   -8.01%        NA   -5.62%
Templeton Global Asset Allocation 5/1/95    -1.52%    8.56%        NA    8.61%    -7.62%    7.01%        NA    7.58%
Templeton Global Growth          3/15/94     7.36%   12.78%        NA   10.63%     1.26%   11.34%        NA   10.05%
Templeton Global Income Securities1/24/89    5.50%    4.78%     4.00%    5.94%    -0.60%    3.11%     3.32%    5.86%
Templeton International Equity   1/27/92     4.00%   11.50%     8.47%    9.13%    -2.10%   10.03%     7.88%    9.05%
Templeton International
 Smaller Companies               5/01/96   -13.57%       NA        NA   -2.52%   -19.67%       NA        NA   -4.65%
Templeton Pacific Growth         1/27/92   -14.42%  -16.08%   -10.79%   -3.12%   -20.52%  -18.68%   -12.01%   -3.21%
U.S. Government Securities       3/14/89     5.85%    5.18%     5.19%    6.68%    -0.25%    3.52%     4.53%    6.60%
Value Securities                  5/1/98        NA       NA        NA  -32.19%        NA       NA        NA  -40.06%
Zero Coupon - 2000+              3/14/89     5.91%    4.09%     4.26%    7.60%    -0.19%    2.39%     3.58%    7.52%
Zero Coupon - 2005+              3/14/89    10.87%    6.04%     6.64%    9.70%     4.77%    4.40%     6.01%    9.63%
Zero Coupon - 2010+              3/14/89    12.75%    7.47%     8.90%   10.94%     6.65%    5.88%     8.32%   10.87%
<FN>
The Global Health Care Securities and the Value Securities Sub-Accounts commenced operations on May 1, 1998.
 Calculated with waiver of fees.
</FN>
</TABLE>

Federal Tax Status
- ------------------------------------------------------------------------------

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


General

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

For annuity payments, a portion of each payment in excess of an exclusion amount
is 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 excludible  amounts equal the investment in the Contract) are fully
taxable.  The taxable  portion is taxed at ordinary  income  rates.  For certain
types of Qualified  Plans there may be no cost basis in the Contract  within the
meaning of Section 72 of the Code. Contract Owners, annuitants and beneficiaries
under  the  Contracts  should  seek  competent  financial  advice  about the tax
consequences of any distributions.

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

Diversification

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

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

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

The Insurance  Company  intends that all Portfolios of Franklin  Valuemark Funds
underlying the Contracts will be managed by the 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 Insurance Company reserves the right to
modify the Contract in an attempt to maintain favorable tax treatment.

Multiple Contracts

The Code provides that multiple non-qualified annuity contracts which are issued
within a calendar year period to the same  contract  owner by one company or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences, including more rapid taxation of the distributed amounts from such
combination  of contracts.  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  surrendered  will be treated as coming first from the
earnings and then,  only after the income  portion is exhausted,  as coming from
the principal.  Withdrawn  earnings are  includable in gross income.  It further
provides that a ten percent  (10%)  penalty will apply to the income  portion of
any distribution.  However, the penalty is not imposed on amounts received:  (a)
after the taxpayer reaches age 591/2; (b) after the death of the Contract Owner;
(c) if the  taxpayer is totally  disabled  (for this  purpose  disability  is as
defined in Section 72(m)(7) of the Code); (d) in a series of substantially equal
periodic  payments made not less  frequently than annually for the life (or life
expectancy) of the taxpayer or for the joint lives (or joint life  expectancies)
of the taxpayer and his  beneficiary;  (e) under an  immediate  annuity;  or (f)
which are allocable to purchase payments made prior to August 14, 1982.

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 Insurance Company's  administrative  procedures.  Contract
Owners,  participants  and  beneficiaries  are responsible for determining  that
contributions,   distributions  and  other  transactions  with  respect  to  the
Contracts comply with applicable law. Following are general  descriptions of the
types of Qualified Plans with which the Contracts may be used. Such descriptions
are not  exhaustive  and are for general  informational  purposes  only. The tax
rules  regarding  Qualified  Plans  are very  complex  and will  have  differing
applications,  depending on individual facts and  circumstances.  Each purchaser
should obtain competent tax advice prior to purchasing a Contract issued under a
Qualified Plan.

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

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

Fixed Annuity Payout

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

Variable Annuity Payout

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

Annuity Unit Value

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

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

On each subsequent Annuity Payment date, the total Annuity Payment is the sum of
the Annuity  Payments for each Portfolio.  The Annuity Payment in each Portfolio
is determined by multiplying  the number of Annuity Units then allocated to such
Portfolio  by the  Annuity  Unit value for that  Portfolio.  On each  subsequent
Valuation Date, the value of an Annuity Unit is determined in the following way:

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

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

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

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

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

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

Mortality and Expense Risk Guarantee
- -------------------------------------------------------------------------------

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

Financial Statements
- -------------------------------------------------------------------------------

The audited consolidated financial statements of the Insurance Company as of and
for the year ended December 31, 1998,  included herein should be considered only
as bearing  upon the ability of the  Insurance  Company to meet its  obligations
under the Contracts. The audited financial statements of the Separate Account as
of and for the year ended December 31, 1998 are also included herein.


 

                                                               
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's  Agreement(2)
      4. Individual  Variable  Annuity  Contract(1)
      4.a. Waiver  of  Contingent  Deferred  Sales  Charge  Endorsement(1)
      4.b. Enhanced  Death  Benefit  Endorsement(1)
      5. Application  for  Individual  Variable  Annuity  Contract(1)
      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(1)
      9. Opinion  and  Consent  of  Counsel
     10. Independent  Auditors'  Consent
     11. Not  Applicable
     12. Not  Applicable
     13. Calculation  of  Performance  Data
     14. Company  Organizational  Chart(2)
     27. Not Applicable

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





    
Item  25.        Directors  and  Officers  of  the  Depositor

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

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

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

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

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

       

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

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

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

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

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

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

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



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

The Company organizational chart is incorporated by reference to Pre-Effective
Amendment No. 1 (File No. 811-05618)

Item  27.        Number  of  Contract  Owners
   
As of February 26, 1999, there were 8,006 qualified Contract Owners and 19,334
non-qualified Contract Owners with Contracts in the separate account
    
Item  28.        Indemnification

The Bylaws of the Insurance Company provide that:

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

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

Item  29.        Principal  Underwriters

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

                          Allianz  Life  Variable  Account  A
                          Preferred  Life  Variable  Account  C

     b.  The following are the officers(managers) and directors (Board of
Governors) of NALAC Financial Plans, LLC:

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

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

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

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



Item  30.        Location  of  Accounts  and  Records

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

Item  31.        Management  Services

Not  Applicable

Item  32.        Undertakings

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

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

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

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

                             REPRESENTATIONS

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

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

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

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

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


                              SIGNATURES


As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, as amended,  the Registrant  certifies that it meets the  requirements  of
Securities Act Rule 485(b) for effectiveness of this Registration  Statement and
has caused this Registration Statement to be signed on its behalf in the City of
Minneapolis and State of Minnesota, on this 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>
                         Chairman of the Board,
Lowell C. Anderson*      President                     4-26-99
Lowell C. Anderson       and Chief Executive Officer

Herbert F. Hansmeyer*    Director                      4-26-99
Herbert F. Hansmeyer

Michael P. Sullivan*     Director                      4-26-99
Michael P. Sullivan

       

Dr. Gerhard Rupprecht*   Director                      4-26-99
Dr. Gerhard Rupprecht

Edward J. Bonach*        Chief Financial Officer       4-26-99
Edward J. Bonach

Rev. Dennis Dease*       Director                      4-26-99
Rev. Dennis Dease

James R. Campbell*       Director                      4-26-99
James R. Campbell

Robert M. Kimmitt*       Director                      4-26-99
Robert M. Kimmitt

</TABLE>


                                         *By    Power  of  Attorney



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





                                   EXHIBITS

                                      TO

                        POST-EFFECTIVE AMENDMENT NO. 3

                                      TO

                                   FORM N-4

                       ALLIANZ LIFE VARIABLE ACCOUNT B

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA





                              INDEX TO EXHIBITS



EXHIBIT                                                                   PAGE


99.B9        Opinion  and  Consent  of  Counsel

99.B10       Independent  Auditors'  Consent

99.B13       Calculation  of  Performance  Data



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

We  are  of  the  following  opinions:

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

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

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

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

                              Sincerely,

                              BLAZZARD,  GRODD  &  HASENAUER,  P.C.


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

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



                        Independent Auditors' Consent


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

We consent to the use of our report,  dated  January 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>
<CAPTION>
                                               FRANKLIN VALUEMARK IV
                                           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 This    Accum.         Accum.
    Date     Transaction       Amount           Unit Value         Trans.       Units         Value

<S>         <C>                <C>              <C>                <C>          <C>           <C>
                                                   Capital Growth
12-31-97     Purchase            $1,000.00         $13.10996126       76.278      76.278        $1,000.00
12-31-98     Contract Fee           (1.00)          15.53680530      (0.064)      76.214         1,184.11
12-31-98     Value before Surr Chg                  15.53680530        0.000      76.214         1,184.11
12-31-98     Surrender             (60.00)          15.53680530      (3.862)      72.352         1,124.11
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        18.51%      A                             12.41% B

                                                  Growth and Income
12-31-97     Purchase            $1,000.00         $24.35403985       41.061      41.061        $1,000.00
12-31-98     Contract Fee           (1.00)          25.99287759      (0.038)      41.022         1,066.29
12-31-98     Value before Surr Chg                  25.99287759        0.000      41.022         1,066.29
12-31-98     Surrender             (60.00)          25.99287759      (2.308)      38.714         1,006.29
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         6.73% A                                   0.63% B

                                                     High Income
12-31-97     Purchase            $1,000.00         $21.14081079       47.302      47.302        $1,000.00
12-31-98     Contract Fee           (1.00)          21.01959301      (0.048)      47.254           993.27
12-31-98     Value before Surr Chg                  21.01959301        0.000      47.254           993.27
12-31-98     Surrender             (60.00)          21.01959301      (2.854)      44.400           933.27
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        -0.57% A                                  -6.67% B

                                                  Income Securities
12-31-97     Purchase            $1,000.00         $24.86373833       40.219      40.219        $1,000.00
12-31-98     Contract Fee           (1.00)          24.89795747      (0.040)      40.179         1,000.38
12-31-98     Value before Surr Chg                  24.89795747        0.000      40.179         1,000.38
12-31-98     Surrender             (60.00)          24.89795747      (2.410)      37.769           940.38
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         0.14% A                                  -5.96% B

                                                    Money Market
12-31-97     Purchase            $1,000.00         $13.75569800       72.697      72.697        $1,000.00
12-31-98     Contract Fee           (1.00)          14.25958767      (0.070)      72.627         1,035.63
12-31-98     Value before Surr Chg                  14.25958767        0.000      72.627         1,035.63
12-31-98     Surrender             (60.00)          14.25958767      (4.208)      68.419           975.63
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         3.66% A                                  -2.44% B

                                             Mutual Discovery Securities
12-31-97     Purchase            $1,000.00         $11.97090670       83.536      83.536        $1,000.00
12-31-98     Contract Fee           (1.00)          11.20464895      (0.089)      83.447           934.99
12-31-98     Value before Surr Chg                  11.20464895        0.000      83.447           934.99
12-31-98     Surrender             (60.00)          11.20464895      (5.355)      78.092           874.99
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        -6.40% A                                 -12.50% B

                                              Mutual Shares Securities
12-31-97     Purchase            $1,000.00         $11.98070033       83.468      83.468        $1,000.00
12-31-98     Contract Fee           (1.00)          11.81402865      (0.085)      83.383           985.09
12-31-98     Value before Surr Chg                  11.81402865        0.000      83.383           985.09
12-31-98     Surrender             (60.00)          11.81402865      (5.079)      78.304           925.09
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        -1.39% A                                  -7.49% B

                                            Natural Resources Securities
12-31-97     Purchase            $1,000.00         $11.46649607       87.211      87.211        $1,000.00
12-31-98     Contract Fee           (1.00)           8.42970932      (0.119)      87.092           734.16
12-31-98     Value before Surr Chg                   8.42970932        0.000      87.092           734.16
12-31-98     Surrender             (60.00)           8.42970932      (7.118)      79.974           674.16
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                       -26.48% A                                 -32.58% B

                                               Real Estate Securities
12-31-97     Purchase            $1,000.00         $27.94367614       35.786      35.786        $1,000.00
12-31-98     Contract Fee           (1.00)          22.90097471      (0.044)      35.743           818.54
12-31-98     Value before Surr Chg                  22.90097471        0.000      35.743           818.54
12-31-98     Surrender             (60.00)          22.90097471      (2.620)      33.123           758.54
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                       -18.05% A                                 -24.15% B

                                                  Rising Dividends
12-31-97     Purchase            $1,000.00         $19.96761178       50.081      50.081        $1,000.00
12-31-98     Contract Fee           (1.00)          21.03405907      (0.048)      50.034         1,052.41
12-31-98     Value before Surr Chg                  21.03405907        0.000      50.034         1,052.41
12-31-98     Surrender             (60.00)          21.03405907      (2.853)      47.181           992.41
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         5.34% A                                  -0.76% B

                                                      Small Cap
12-31-97     Purchase            $1,000.00         $14.92280844       67.012      67.012        $1,000.00
12-31-98     Contract Fee           (1.00)          14.55802199      (0.069)      66.943           974.56
12-31-98     Value before Surr Chg                  14.55802199        0.000      66.943           974.56
12-31-98     Surrender             (60.00)          14.55802199      (4.121)      62.821           914.56
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        -2.44% A                                  -8.54% B

                                         Templeton Developing Markets Equity
12-31-97     Purchase            $1,000.00         $10.30480726       97.042      97.042        $1,000.00
12-31-98     Contract Fee           (1.00)           7.95817952      (0.126)      96.916           771.28
12-31-98     Value before Surr Chg                   7.95817952        0.000      96.916           771.28
12-31-98     Surrender             (60.00)           7.95817952      (7.539)      89.377           711.28
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                       -22.77% A                                 -28.87% B

                                          Templeton Global Asset Allocation
12-31-97     Purchase            $1,000.00         $13.75214238       72.716      72.716        $1,000.00
12-31-98     Contract Fee           (1.00)          13.54330315      (0.074)      72.642           983.81
12-31-98     Value before Surr Chg                  13.54330315        0.000      72.642           983.81
12-31-98     Surrender             (60.00)          13.54330315      (4.430)      68.212           923.81
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        -1.52% A                                  -7.62% B

                                               Templeton Global Growth
12-31-97     Purchase            $1,000.00         $15.12444656       66.118      66.118        $1,000.00
12-31-98     Contract Fee           (1.00)          16.23822650      (0.062)      66.057         1,072.64
12-31-98     Value before Surr Chg                  16.23822650        0.000      66.057         1,072.64
12-31-98     Surrender             (60.00)          16.23822650      (3.695)      62.362         1,012.64
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         7.36% A                                   1.26% B

                                         Templeton Global Income Securities
12-31-97     Purchase            $1,000.00         $16.82084400       59.450      59.450        $1,000.00
12-31-98     Contract Fee           (1.00)          17.74568378      (0.056)      59.394         1,053.98
12-31-98     Value before Surr Chg                  17.74568378        0.000      59.394         1,053.98
12-31-98     Surrender             (60.00)          17.74568378      (3.381)      56.013           993.98
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         5.50% A                                  -0.60% B

                                           Templeton International Equity
12-31-97     Purchase            $1,000.00         $17.61715343       56.763      56.763        $1,000.00
12-31-98     Contract Fee           (1.00)          18.32204431      (0.055)      56.708         1,039.01
12-31-98     Value before Surr Chg                  18.32204431        0.000      56.708         1,039.01
12-31-98     Surrender             (60.00)          18.32204431      (3.275)      53.434           979.01
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         4.00% A                                  -2.10% B

                                      Templeton International Smaller Companies
12-31-97     Purchase            $1,000.00         $10.80891898       92.516      92.516        $1,000.00
12-31-98     Contract Fee           (1.00)           9.34197461      (0.107)      92.409           863.28
12-31-98     Value before Surr Chg                   9.34197461        0.000      92.409           863.28
12-31-98     Surrender             (60.00)           9.34197461      (6.423)      85.987           803.28
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                       -13.57%      A                            -19.67% B

                                              Templeton Pacific Growth
12-31-97     Purchase            $1,000.00          $9.38089631      106.600     106.600        $1,000.00
12-31-98     Contract Fee           (1.00)           8.02829857      (0.125)     106.475           854.81
12-31-98     Value before Surr Chg                   8.02829857        0.000     106.475           854.81
12-31-98     Surrender             (60.00)           8.02829857      (7.474)      99.001           794.81
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                       -14.42% A                                 -20.52% B

                                             U.S. Government Securities
12-31-97     Purchase            $1,000.00         $17.80492179       56.164      56.164        $1,000.00
12-31-98     Contract Fee           (1.00)          18.84665157      (0.053)      56.111         1,057.51
12-31-98     Value before Surr Chg                  18.84665157        0.000      56.111         1,057.51
12-31-98     Surrender             (60.00)          18.84665157      (3.184)      52.928           997.51
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         5.85% A                                  -0.25% B

                                             Global Utilities Securities
12-31-97     Purchase            $1,000.00         $25.63546176       39.008      39.008        $1,000.00
12-31-98     Contract Fee           (1.00)          28.08202457      (0.036)      38.973         1,094.44
12-31-98     Value before Surr Chg                  28.08202457        0.000      38.973         1,094.44
12-31-98     Surrender             (60.00)          28.08202457      (2.137)      36.836         1,034.44
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         9.54% A                                   3.44% B

                                                 Zero Coupon - 2000
12-31-97     Purchase            $1,000.00         $19.35767222       51.659      51.659        $1,000.00
12-31-98     Contract Fee           (1.00)          20.50196174      (0.049)      51.610         1,058.11
12-31-98     Value before Surr Chg                  20.50196174        0.000      51.610         1,058.11
12-31-98     Surrender             (60.00)          20.50196174      (2.927)      48.684           998.11
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         5.91% A                                  -0.19% B

                                                 Zero Coupon - 2005
12-31-97     Purchase            $1,000.00         $22.35667212       44.729      44.729        $1,000.00
12-31-98     Contract Fee           (1.00)          24.78585655      (0.040)      44.689         1,107.66
12-31-98     Value before Surr Chg                  24.78585655        0.000      44.689         1,107.66
12-31-98     Surrender             (60.00)          24.78585655      (2.421)      42.268         1,047.66
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        10.87% A                                   4.77% B

                                                 Zero Coupon - 2010
12-31-97     Purchase            $1,000.00         $24.54360878       40.744      40.744        $1,000.00
12-31-98     Contract Fee           (1.00)          27.67407049      (0.036)      40.708         1,126.55
12-31-98     Value before Surr Chg                  27.67407049        0.000      40.708         1,126.55
12-31-98     Surrender             (60.00)          27.67407049      (2.168)      38.540         1,066.55
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        12.75% A                                   6.65% B

<FN>


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.
</FN>

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                FRANKLIN VALUEMARK IV
                                           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

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

                                                  Growth and Income
12-31-95     Purchase            $1,000.00         $17.20200155       58.133      58.133        $1,000.00
12-31-96     Contract Fee           (1.00)          19.35081369      (0.052)      58.081         1,123.92
12-31-97     Contract Fee           (1.00)          24.35403985      (0.041)      58.040         1,413.51
12-31-98     Contract Fee           (1.00)          25.99287759      (0.038)      58.002         1,507.63
12-31-98     Value before Surr Chg                  25.99287759        0.000      58.002         1,507.63
12-31-98     Surrender             (51.00)          25.99287759      (1.962)      56.039         1,456.63
             Charge
Cumulative Total Returns without/with chrgs              51.10% A                               45.66% C
Avg. Annual Total Returns without/with chrgs.            14.75% B                               13.36% D


                                                     High Income
12-31-95     Purchase            $1,000.00         $17.14451419       58.328      58.328        $1,000.00
12-31-96     Contract Fee           (1.00)          19.23682686      (0.052)      58.276         1,121.04
12-31-97     Contract Fee           (1.00)          21.14081079      (0.047)      58.228         1,231.00
12-31-98     Contract Fee           (1.00)          21.01959301      (0.048)      58.181         1,222.94
12-31-98     Value before Surr Chg                  21.01959301        0.000      58.181         1,222.94
12-31-98     Surrender             (51.00)          21.01959301      (2.426)      55.755         1,171.94
             Charge
Cumulative Total Returns without/with chrgs.               22.60% A                                  17.19% C
Avg. Annual Total Returns without/with chrgs.               7.03% B                                   5.43% D


                                                  Income Securities
12-31-95     Purchase            $1,000.00         $19.66228575       50.859      50.859        $1,000.00
12-31-96     Contract Fee           (1.00)          21.55369456      (0.046)      50.812         1,095.19
12-31-97     Contract Fee           (1.00)          24.86373833      (0.040)      50.772         1,262.39
12-31-98     Contract Fee           (1.00)          24.89795747      (0.040)      50.732         1,263.12
12-31-98     Value before Surr Chg                  24.89795747        0.000      50.732         1,263.12
12-31-98     Surrender             (51.00)          24.89795747      (2.048)      48.684         1,212.12
             Charge
Cumulative Total Returns without/with chrgs.              26.63% A                                  21.21% C
Avg. Annual Total Returns without/with chrgs.              8.19% B                                   6.62% D


                                                    Money Market
12-31-95     Purchase            $1,000.00         $12.80529257       78.093      78.093        $1,000.00
12-31-96     Contract Fee           (1.00)          13.26609762      (0.075)      78.017         1,034.99
12-31-97     Contract Fee           (1.00)          13.75569800      (0.073)      77.945         1,072.18
12-31-98     Contract Fee           (1.00)          14.25958767      (0.070)      77.875         1,110.46
12-31-98     Value before Surr Chg                  14.25958767        0.000      77.875         1,110.46
12-31-98     Surrender             (51.00)          14.25958767      (3.577)      74.298         1,059.46
             Charge
Cumulative Total Returns without/with chrgs.             11.36% A                                   5.95% C
Avg. Annual Total Returns without/with chrgs.             3.65% B                                   1.94% D



                                            Natural Resources Securities
12-31-95     Purchase            $1,000.00         $14.02092182       71.322      71.322        $1,000.00
12-31-96     Contract Fee           (1.00)          14.36439436      (0.070)      71.252         1,023.50
12-31-97     Contract Fee           (1.00)          11.46649607      (0.087)      71.165           816.02
12-31-98     Contract Fee           (1.00)           8.42970932      (0.119)      71.047           598.90
12-31-98     Value before Surr Chg                   8.42970932        0.000      71.047           598.90
12-31-98     Surrender             (51.00)           8.42970932      (6.050)      64.997           547.90
             Charge
Cumulative Total Returns without/with chrgs.            -39.88% A                                 -45.21% C
Avg. Annual Total Returns without/with chrgs.           -15.60% B                                 -18.17% D


                                               Real Estate Securities
12-31-95     Purchase            $1,000.00         $17.96041830       55.678      55.678        $1,000.00
12-31-96     Contract Fee           (1.00)          23.49916899      (0.043)      55.635         1,307.39
12-31-97     Contract Fee           (1.00)          27.94367614      (0.036)      55.600         1,553.66
12-31-98     Contract Fee           (1.00)          22.90097471      (0.044)      55.556         1,272.29
12-31-98     Value before Surr Chg                  22.90097471        0.000      55.556         1,272.29
12-31-98     Surrender             (51.00)          22.90097471      (2.227)      53.329         1,221.29
             Charge
Cumulative Total Returns without/with chrgs.             27.51% A                                  22.13% C
Avg. Annual Total Returns without/with chrgs.             8.44% B                                   6.89% D


                                                  Rising Dividends
12-31-95     Purchase            $1,000.00         $12.45442887       80.293      80.293        $1,000.00
12-31-96     Contract Fee           (1.00)          15.23536682      (0.066)      80.227         1,222.29
12-31-97     Contract Fee           (1.00)          19.96761178      (0.050)      80.177         1,600.94
12-31-98     Contract Fee           (1.00)          21.03405907      (0.048)      80.129         1,685.45
12-31-98     Value before Surr Chg                  21.03405907        0.000      80.129         1,685.45
12-31-98     Surrender             (51.00)          21.03405907      (2.425)      77.705         1,634.45
             Charge
Cumulative Total Returns without/with chrgs.             68.89% A                                  63.44% C
Avg. Annual Total Returns without/with chrgs.            19.09% B                                  17.79% D


                                                      Small Cap
12-31-95     Purchase            $1,000.00         $10.14493678       98.571      98.571        $1,000.00
12-31-96     Contract Fee           (1.00)          12.89918829      (0.078)      98.494         1,270.49
12-31-97     Contract Fee           (1.00)          14.92280844      (0.067)      98.427         1,468.80
12-31-98     Contract Fee           (1.00)          14.55802199      (0.069)      98.358         1,431.90
12-31-98     Value before Surr Chg                  14.55802199        0.000      98.358         1,431.90
12-31-98     Surrender             (51.00)          14.55802199      (3.503)      94.855         1,380.90
             Charge
Cumulative Total Returns without/with chrgs.             43.50% A                                  38.09%
Average Annual Total Returns without/with chrgs          12.79% B                                  11.36%


                                         Templeton Developing Markets Equity
12-31-95     Purchase            $1,000.00          $9.56626187      104.534     104.534        $1,000.00
12-31-96     Contract Fee           (1.00)          11.45833113      (0.087)     104.447         1,196.79
12-31-97     Contract Fee           (1.00)          10.30480726      (0.097)     104.350         1,075.30
12-31-98     Contract Fee           (1.00)           7.95817952      (0.126)     104.224           829.43
12-31-98     Value before Surr Chg                   7.95817952        0.000     104.224           829.43
12-31-98     Surrender             (51.00)           7.95817952      (6.409)      97.816           778.43
             Charge
Cumulative Total Returns without/with chrgs.            -16.81% A                                 -22.16% C
Avg. Annual Total Returns without/with chrgs.            -5.95% B                                  -8.01% D


                                          Templeton Global Asset Allocation
12-31-95     Purchase            $1,000.00         $10.58454194       94.477      94.477        $1,000.00
12-31-96     Contract Fee           (1.00)          12.49492743      (0.080)      94.397         1,179.49
12-31-97     Contract Fee           (1.00)          13.75214238      (0.073)      94.325         1,297.17
12-31-98     Contract Fee           (1.00)          13.54330315      (0.074)      94.251         1,276.47
12-31-98     Value before Surr Chg                  13.54330315        0.000      94.251         1,276.47
12-31-98     Surrender             (51.00)          13.54330315      (3.766)      90.485         1,225.47
             Charge
Cumulative Total Returns without/with chrgs.             27.95% A                                  22.55% C
Avg. Annual Total Returns without/with chrgs.             8.56% B                                   7.01% D


                                               Templeton Global Growth
12-31-95     Purchase            $1,000.00         $11.32067650       88.334      88.334        $1,000.00
12-31-96     Contract Fee           (1.00)          13.52541005      (0.074)      88.260         1,193.75
12-31-97     Contract Fee           (1.00)          15.12444656      (0.066)      88.194         1,333.88
12-31-98     Contract Fee           (1.00)          16.23822650      (0.062)      88.132         1,431.11
12-31-98     Value before Surr Chg                  16.23822650        0.000      88.132         1,431.11
12-31-98     Surrender             (51.00)          16.23822650      (3.141)      84.992         1,380.11
             Charge
Cumulative Total Returns without/with chrgs.             43.44% A                                  38.01% C
Avg. Annual Total Returns without/with chrgs.            12.78% B                                  11.34% D


                                         Templeton Global Income Securities
12-31-95     Purchase            $1,000.00         $15.42592706       64.826      64.826        $1,000.00
12-31-96     Contract Fee           (1.00)          16.66103106      (0.060)      64.766         1,079.07
12-31-97     Contract Fee           (1.00)          16.82084400      (0.059)      64.706         1,088.42
12-31-98     Contract Fee           (1.00)          17.74568378      (0.056)      64.650         1,147.26
12-31-98     Value before Surr Chg                  17.74568378        0.000      64.650         1,147.26
12-31-98     Surrender             (51.00)          17.74568378      (2.874)      61.776         1,096.26
             Charge
Cumulative Total Returns without/with chrgs.             15.04% A                                   9.63% C
Avg. Annual Total Returns without/with chrgs.             4.78% B                                   3.11% D


                                           Templeton International Equity
12-31-95     Purchase            $1,000.00         $13.21605786       75.666      75.666        $1,000.00
12-31-96     Contract Fee           (1.00)          16.01035857      (0.062)      75.603         1,210.43
12-31-97     Contract Fee           (1.00)          17.61715343      (0.057)      75.546         1,330.91
12-31-98     Contract Fee           (1.00)          18.32204431      (0.055)      75.492         1,383.16
12-31-98     Value before Surr Chg                  18.32204431        0.000      75.492         1,383.16
12-31-98     Surrender             (51.00)          18.32204431      (2.784)      72.708         1,332.16
             Charge
Cumulative Total Returns without/with chrgs.             38.63% A                                  33.22% C
Avg. Annual Total Returns without/with chrgs.            11.50% B                                  10.03% D



                                              Templeton Pacific Growth
12-31-95     Purchase            $1,000.00         $13.58246157       73.624      73.624        $1,000.00
12-31-96     Contract Fee           (1.00)          14.86560901      (0.067)      73.557         1,093.47
12-31-97     Contract Fee           (1.00)           9.38089631      (0.107)      73.450           689.03
12-31-98     Contract Fee           (1.00)           8.02829857      (0.125)      73.326           588.68
12-31-98     Value before Surr Chg                   8.02829857        0.000      73.326           588.68
12-31-98     Surrender             (51.00)           8.02829857      (6.353)      66.973           537.68
             Charge
Cumulative Total Returns without/with chrgs.            -40.89% A                                 -46.23% C
Avg. Annual Total Returns without/with chrgs.           -16.08% B                                 -18.68% D


                                             U.S. Government Securities
12-31-95     Purchase            $1,000.00         $16.19773372       61.737      61.737        $1,000.00
12-31-96     Contract Fee           (1.00)          16.53304452      (0.060)      61.677         1,019.70
12-31-97     Contract Fee           (1.00)          17.80492179      (0.056)      61.620         1,097.15
12-31-98     Contract Fee           (1.00)          18.84665157      (0.053)      61.567         1,160.34
12-31-98     Value before Surr Chg                  18.84665157        0.000      61.567         1,160.34
12-31-98     Surrender             (51.00)          18.84665157      (2.706)      58.861         1,109.34
             Charge
Cumulative Total Returns without/with chrgs.             16.35% A                                  10.93% C
Avg. Annual Total Returns without/with chrgs.             5.18% B                                   3.52% D


                                             Global Utilities Securities
12-31-95     Purchase            $1,000.00         $19.44283491       51.433      51.433        $1,000.00
12-31-96     Contract Fee           (1.00)          20.52658248      (0.049)      51.384         1,054.74
12-31-97     Contract Fee           (1.00)          25.63546176      (0.039)      51.345         1,316.26
12-31-98     Contract Fee           (1.00)          28.08202457      (0.036)      51.309         1,440.87
12-31-98     Value before Surr Chg                  28.08202457        0.000      51.309         1,440.87
12-31-98     Surrender             (51.00)          28.08202457      (1.816)      49.493         1,389.87
             Charge
Cumulative Total Returns without/with chrgs.             44.43% A                                  38.99% C
Avg. Annual Total Returns without/with chrgs.            13.04% B                                  11.60% D


                                                 Zero Coupon - 2000
12-31-95     Purchase            $1,000.00         $18.18141100       55.001      55.001        $1,000.00
12-31-96     Contract Fee           (1.00)          18.34477774      (0.055)      54.947         1,007.99
12-31-97     Contract Fee           (1.00)          19.35767222      (0.052)      54.895         1,062.64
12-31-98     Contract Fee           (1.00)          20.50196174      (0.049)      54.846         1,124.46
12-31-98     Value before Surr Chg                  20.50196174        0.000      54.846         1,124.46
12-31-98     Surrender             (51.00)          20.50196174      (2.488)      52.359         1,073.46
             Charge
Cumulative Total Returns without/with chrgs.             12.76% A                                   7.35% C
Avg. Annual Total Returns without/with chrgs.             4.09% B                                   2.39% D


                                                 Zero Coupon - 2005
12-31-95     Purchase            $1,000.00         $20.78832859       48.104      48.104        $1,000.00
12-31-96     Contract Fee           (1.00)          20.37523353      (0.049)      48.055           979.13
12-31-97     Contract Fee           (1.00)          22.35667212      (0.045)      48.010         1,073.35
12-31-98     Contract Fee           (1.00)          24.78585655      (0.040)      47.970         1,188.97
12-31-98     Value before Surr Chg                  24.78585655        0.000      47.970         1,188.97
12-31-98     Surrender             (51.00)          24.78585655      (2.058)      45.912         1,137.97
             Charge
Cumulative Total Returns without/with chrgs.             19.23% A                                  13.80% C
Avg. Annual Total Returns without/with chrgs.             6.04% B                                   4.40% D


                                                 Zero Coupon - 2010
12-31-95     Purchase            $1,000.00         $22.29375904       44.856      44.856        $1,000.00
12-31-96     Contract Fee           (1.00)          21.37105221      (0.047)      44.809           957.61
12-31-97     Contract Fee           (1.00)          24.54360878      (0.041)      44.768         1,098.77
12-31-98     Contract Fee           (1.00)          27.67407049      (0.036)      44.732         1,237.91
12-31-98     Value before Surr Chg                  27.67407049        0.000      44.732         1,237.91
12-31-98     Surrender             (51.00)          27.67407049      (1.843)      42.889         1,186.91
             Charge
Cumulative Total Returns without/with chrgs.             24.13% A                                  18.69% C
Avg. Annual Total Returns without/with chrgs.             7.47% B                                   5.88% D



<FN>


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
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                FRANKLIN VALUEMARK IV
                                           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 This    Accum.         Accum.
    Date     Transaction       Amount           Unit Value         Trans.       Units         Value

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

                                                  Growth and Income
12-31-93     Purchase            $1,000.00         $13.61630571       73.441      73.441        $1,000.00
12-31-94     Contract Fee           (1.00)          13.14423327      (0.076)      73.365           964.33
12-31-95     Contract Fee           (1.00)          17.20200155      (0.058)      73.307         1,261.03
12-31-96     Contract Fee           (1.00)          19.35081369      (0.052)      73.255         1,417.55
12-31-97     Contract Fee           (1.00)          24.35403985      (0.041)      73.214         1,783.07
12-31-98     Contract Fee           (1.00)          25.99287759      (0.038)      73.176         1,902.05
12-31-98     Value before Surr Chg                  25.99287759        0.000      73.176         1,902.05
12-31-98     Surrender             (34.00)          25.99287759      (1.308)      71.868         1,868.05
             Charge
Cumulative Total Returns without/with chrgs.        90.90% A                                     86.81% C
Avg. Annual Total Returns without/with chrgs.       13.80% B                                     13.31% D


                                                     High Income
12-31-93     Purchase            $1,000.00         $15.08792342       66.278      66.278        $1,000.00
12-31-94     Contract Fee           (1.00)          14.52977464      (0.069)      66.209           962.01
12-31-95     Contract Fee           (1.00)          17.14451419      (0.058)      66.151         1,134.13
12-31-96     Contract Fee           (1.00)          19.23682686      (0.052)      66.099         1,271.54
12-31-97     Contract Fee           (1.00)          21.14081079      (0.047)      66.052         1,396.39
12-31-98     Contract Fee           (1.00)          21.01959301      (0.048)      66.004         1,387.38
12-31-98     Value before Surr Chg                  21.01959301        0.000      66.004         1,387.38
12-31-98     Surrender             (34.00)          21.01959301      (1.618)      64.387         1,353.38
             Charge
Cumulative Total Returns without/with chrgs.        39.31% A                                     35.34% C
Avg. Annual Total Returns without/with chrgs.        6.86% B                                      6.24% D

                                                  Income Securities
12-31-93     Purchase            $1,000.00         $17.65574049       56.639      56.639        $1,000.00
12-31-94     Contract Fee           (1.00)          16.30439562      (0.061)      56.577           922.46
12-31-95     Contract Fee           (1.00)          19.66228575      (0.051)      56.527         1,111.44
12-31-96     Contract Fee           (1.00)          21.55369456      (0.046)      56.480         1,217.36
12-31-97     Contract Fee           (1.00)          24.86373833      (0.040)      56.440         1,403.31
12-31-98     Contract Fee           (1.00)          24.89795747      (0.040)      56.400         1,404.24
12-31-98     Value before Surr Chg                  24.89795747        0.000      56.400         1,404.24
12-31-98     Surrender             (34.00)          24.89795747      (1.366)      55.034         1,370.24
             Charge
Cumulative Total Returns without/with chrgs.        41.02% A                                      37.02% C
Avg. Annual Total Returns without/with chrgs.        7.12% B                                       6.50% D
chrgs.

                                                    Money Market
12-31-93     Purchase            $1,000.00         $12.01410752       83.235      83.235        $1,000.00
12-31-94     Contract Fee           (1.00)          12.29002320      (0.081)      83.154         1,021.97
12-31-95     Contract Fee           (1.00)          12.80529257      (0.078)      83.076         1,063.81
12-31-96     Contract Fee           (1.00)          13.26609762      (0.075)      83.001         1,101.09
12-31-97     Contract Fee           (1.00)          13.75569800      (0.073)      82.928         1,140.73
12-31-98     Contract Fee           (1.00)          14.25958767      (0.070)      82.858         1,181.52
12-31-98     Value before Surr Chg                  14.25958767        0.000      82.858         1,181.52
12-31-98     Surrender             (34.00)          14.25958767      (2.384)      80.473         1,147.52
             Charge
Cumulative Total Returns without/with chrgs.         18.69% A                                    14.75% C
Avg. Annual Total Returns without/with chrgs.         3.49% B                                     2.79% D


                                            Natural Resources Securities
12-31-93     Purchase            $1,000.00         $14.39941891       69.447      69.447        $1,000.00
12-31-94     Contract Fee           (1.00)          13.90432727      (0.072)      69.375           964.62
12-31-95     Contract Fee           (1.00)          14.02092182      (0.071)      69.304           971.71
12-31-96     Contract Fee           (1.00)          14.36439436      (0.070)      69.234           994.51
12-31-97     Contract Fee           (1.00)          11.46649607      (0.087)      69.147           792.88
12-31-98     Contract Fee           (1.00)           8.42970932      (0.119)      69.029           581.89
12-31-98     Value before Surr Chg                   8.42970932        0.000      69.029           581.89
12-31-98     Surrender             (34.00)           8.42970932      (4.033)      64.995           547.89
             Charge
Cumulative Total Returns without/with chrgs.        -41.46% A                                    -45.21% C
Avg. Annual Total Returns without/with chrgs.       -10.16% B                                    -11.34% D


                                               Real Estate Securities
12-31-93     Purchase            $1,000.00         $15.30083761       65.356      65.356        $1,000.00
12-31-94     Contract Fee           (1.00)          15.51100005      (0.064)      65.291         1,012.74
12-31-95     Contract Fee           (1.00)          17.96041830      (0.056)      65.236         1,171.66
12-31-96     Contract Fee           (1.00)          23.49916899      (0.043)      65.193         1,531.99
12-31-97     Contract Fee           (1.00)          27.94367614      (0.036)      65.157         1,820.74
12-31-98     Contract Fee           (1.00)          22.90097471      (0.044)      65.114         1,491.17
12-31-98     Value before Surr Chg                  22.90097471        0.000      65.114         1,491.17
12-31-98     Surrender             (34.00)          22.90097471      (1.485)      63.629         1,457.17
             Charge
Cumulative Total Returns without/with chrgs.        49.67% A                                     45.72% C
Avg. Annual Total Returns without/with chrgs.        8.40% B                                      7.82% D


                                                  Rising Dividends
12-31-93     Purchase            $1,000.00         $10.30939159       96.999      96.999        $1,000.00
12-31-94     Contract Fee           (1.00)           9.74313966      (0.103)      96.896          $944.07
12-31-95     Contract Fee           (1.00)          12.45442887      (0.080)      96.816        $1,205.79
12-31-96     Contract Fee           (1.00)          15.23536682      (0.066)      96.750         1,474.03
12-31-97     Contract Fee           (1.00)          19.96761178      (0.050)      96.700         1,930.87
12-31-98     Contract Fee           (1.00)          21.03405907      (0.048)      96.653         2,033.00
12-31-98     Value before Surr Chg                  21.03405907        0.000      96.653         2,033.00
12-31-98     Surrender             (34.00)          21.03405907      (1.616)      95.036         1,999.00
             Charge
Cumulative Total Returns without/with chrgs.        104.03% A                                    99.90% C
Avg. Annual Total Rtns. without/with chrgs.          15.33% B                                    14.86% D


                                         Templeton Global Income Securities
12-31-93     Purchase            $1,000.00         $14.58489254       68.564      68.564        $1,000.00
12-31-94     Contract Fee           (1.00)          13.65317533      (0.073)      68.491           935.12
12-31-95     Contract Fee           (1.00)          15.42592706      (0.065)      68.426         1,055.53
12-31-96     Contract Fee           (1.00)          16.66103106      (0.060)      68.366         1,139.05
12-31-97     Contract Fee           (1.00)          16.82084400      (0.059)      68.307         1,148.97
12-31-98     Contract Fee           (1.00)          17.74568378      (0.056)      68.250         1,211.15
12-31-98     Value before Surr Chg                  17.74568378        0.000      68.250         1,211.15
12-31-98     Surrender             (34.00)          17.74568378      (1.916)      66.334         1,177.15
             Charge
Cumulative Total Returns without/with chrgs.        21.67% A                                     17.71% C
Avg. Annual Total Returns without/with chrgs.        4.00% B                                      3.32% D


                                           Templeton International Equity
12-31-93     Purchase            $1,000.00         $12.20456639       81.937      81.937        $1,000.00
12-31-94     Contract Fee           (1.00)          12.12945216      (0.082)      81.854           992.85
12-31-95     Contract Fee           (1.00)          13.21605786      (0.076)      81.778         1,080.79
12-31-96     Contract Fee           (1.00)          16.01035857      (0.062)      81.716         1,308.30
12-31-97     Contract Fee           (1.00)          17.61715343      (0.057)      81.659         1,438.60
12-31-98     Contract Fee           (1.00)          18.32204431      (0.055)      81.605         1,495.16
12-31-98     Value before Surr Chg                  18.32204431        0.000      81.605         1,495.16
12-31-98     Surrender             (34.00)          18.32204431      (1.856)      79.749         1,461.16
             Charge
Cumulative Total Returns without/with chrgs.        50.12% A                                     46.12% C
Avg. Annual Total Rtns. without/with chrgs.          8.47% B                                      7.88% D



                                              Templeton Pacific Growth
12-31-93     Purchase            $1,000.00         $14.20875721       70.379      70.379        $1,000.00
12-31-94     Contract Fee           (1.00)          12.76818771      (0.078)      70.301           897.61
12-31-95     Contract Fee           (1.00)          13.58246157      (0.074)      70.227           953.86
12-31-96     Contract Fee           (1.00)          14.86560901      (0.067)      70.160         1,042.97
12-31-97     Contract Fee           (1.00)           9.38089631      (0.107)      70.053           657.16
12-31-98     Contract Fee           (1.00)           8.02829857      (0.125)      69.929           561.41
12-31-98     Value before Surr Chg                   8.02829857        0.000      69.929           561.41
12-31-98     Surrender             (34.00)           8.02829857      (4.235)      65.694           527.41
             Charge
Cumulative Total Returns without/with chrgs.       -43.50% A                                     -47.26% C
Avg. Annual Total Rtns. without/with chrgs.        -10.79% B                                     -12.01% D


                                             U.S. Government Securities
12-31-93     Purchase            $1,000.00         $14.63435517       68.332      68.332        $1,000.00
12-31-94     Contract Fee           (1.00)          13.76239537      (0.073)      68.260           939.42
12-31-95     Contract Fee           (1.00)          16.19773372      (0.062)      68.198         1,104.65
12-31-96     Contract Fee           (1.00)          16.53304452      (0.060)      68.137         1,126.52
12-31-97     Contract Fee           (1.00)          17.80492179      (0.056)      68.081         1,212.18
12-31-98     Contract Fee           (1.00)          18.84665157      (0.053)      68.028         1,282.10
12-31-98     Value before Surr Chg                  18.84665157        0.000      68.028         1,282.10
12-31-98     Surrender             (34.00)          18.84665157      (1.804)      66.224         1,248.10
             Charge
Cumulative Total Returns without/with chrgs.        28.78% A                                     24.81% C
Avg. Annual Total Returns without/with chrgs.        5.19% B                                      4.53% D


                                             Global Utilties Securities
12-31-93     Purchase            $1,000.00         $17.24200577       57.998      57.998        $1,000.00
12-31-94     Contract Fee           (1.00)          15.02348951      (0.067)      57.931           870.33
12-31-95     Contract Fee           (1.00)          19.44283491      (0.051)      57.880         1,125.35
12-31-96     Contract Fee           (1.00)          20.52658248      (0.049)      57.831         1,187.08
12-31-97     Contract Fee           (1.00)          25.63546176      (0.039)      57.792         1,481.53
12-31-98     Contract Fee           (1.00)          28.08202457      (0.036)      57.757         1,621.92
12-31-98     Value before Surr Chg                  28.08202457        0.000      57.757         1,621.92
12-31-98     Surrender             (34.00)          28.08202457      (1.211)      56.546         1,587.92
             Charge
Cumulative Total Returns without/with chrgs.        62.87% A                                     58.79% C
Avg. Annual Total Returns without/with chrgs.       10.25% B                                      9.69% D
chrgs.

                                                 Zero Coupon - 2000
12-31-93     Purchase            $1,000.00         $16.64474050       60.079      60.079        $1,000.00
12-31-94     Contract Fee           (1.00)          15.29260574      (0.065)      60.014           917.77
12-31-95     Contract Fee           (1.00)          18.18141100      (0.055)      59.959         1,090.13
12-31-96     Contract Fee           (1.00)          18.34477774      (0.055)      59.904         1,098.93
12-31-97     Contract Fee           (1.00)          19.35767222      (0.052)      59.852         1,158.60
12-31-98     Contract Fee           (1.00)          20.50196174      (0.049)      59.804         1,226.09
12-31-98     Value before Surr Chg                  20.50196174        0.000      59.804         1,226.09
12-31-98     Surrender             (34.00)          20.50196174      (1.658)      58.145         1,192.09
             Charge
Cumulative Total Returns without/with chrgs.        23.17% A                                  19.21% C
Avg. Annual Total Returns without/with chrgs.        4.26% B                                   3.58% D

                                                 Zero Coupon - 2005
12-31-93     Purchase            $1,000.00         $17.97404729       55.636      55.636        $1,000.00
12-31-94     Contract Fee           (1.00)          16.01393970      (0.062)      55.573           889.95
12-31-95     Contract Fee           (1.00)          20.78832859      (0.048)      55.525         1,154.28
12-31-96     Contract Fee           (1.00)          20.37523353      (0.049)      55.476         1,130.34
12-31-97     Contract Fee           (1.00)          22.35667212      (0.045)      55.431         1,239.26
12-31-98     Contract Fee           (1.00)          24.78585655      (0.040)      55.391         1,372.92
12-31-98     Value before Surr Chg                  24.78585655        0.000      55.391         1,372.92
12-31-98     Surrender             (34.00)          24.78585655      (1.372)      54.019         1,338.92
             Charge
Cumulative Total Returns without/with chrgs.        37.90% A                                     33.89% C
Avg. Annual Total Returns without/with chrgs.        6.64% B                                      6.01% D


                                                 Zero Coupon - 2010
12-31-93     Purchase            $1,000.00         $18.06559695       55.354      55.354        $1,000.00
12-31-94     Contract Fee           (1.00)          15.84633119      (0.063)      55.291           876.16
12-31-95     Contract Fee           (1.00)          22.29375904      (0.045)      55.246         1,231.64
12-31-96     Contract Fee           (1.00)          21.37105221      (0.047)      55.199         1,179.66
12-31-97     Contract Fee           (1.00)          24.54360878      (0.041)      55.158         1,353.78
12-31-98     Contract Fee           (1.00)          27.67407049      (0.036)      55.122         1,525.46
12-31-98     Value before Surr Chg                  27.67407049        0.000      55.122         1,525.46
12-31-98     Surrender             (34.00)          27.67407049      (1.229)      53.894         1,491.46
             Charge
Cumulative Total Returns without/with chrgs.        53.19% A                                     49.15% C
Avg. Annual Total Returns without/with chrgs.        8.90% B                                      8.32% D

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

<PAGE>

<TABLE>
<CAPTION>
                                                FRANKLIN VALUEMARK IV
                                           Allianz Life Variable Account B
                                       Calendar Year Total Return Calculations

                                    Original Purchase as of Calender Year End from inception
                                       Valuation Date as of December 31, 1998


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

                                                   Capital Growth
    12-31-96 Value               $1,000.00         $11.24740541       88.909      88.909        $1,000.00
    12-31-97                        (1.00)          13.10996126      (0.076)      88.833         1,164.60      16.46%
    12-31-98                        (1.00)          15.53680530      (0.064)      76.214         1,184.11      18.41%

                                            Growth and Income
    12-31-89 Value               $1,000.00         $10.17117733       98.317      98.317        $1,000.00
    12-31-90                        (1.00)           9.78568211      (0.102)      98.215           961.10      -3.89%
    12-31-91                        (1.00)          11.91776810      (0.084)     102.106         1,216.88      21.69%
    12-31-92                        (1.00)          12.52913900      (0.080)      83.829         1,050.30       5.03%
    12-31-93                        (1.00)          13.61630571      (0.073)      79.741         1,085.77       8.58%
    12-31-94                        (1.00)          13.14423327      (0.076)      73.365           964.33      -3.57%
    12-31-95                        (1.00)          17.20200155      (0.058)      76.021         1,307.71      30.77%
    12-31-96                        (1.00)          19.35081369      (0.052)      58.081         1,123.92      12.39%
    12-31-97                        (1.00)          24.35403985      (0.041)      51.636         1,257.55      25.76%
    12-31-98                        (1.00)          25.99287759      (0.038)      41.022         1,066.29       6.63%

                                               High Income
    12-31-89 Value               $1,000.00         $10.01302492       99.870      99.870        $1,000.00
    12-31-90                        (1.00)           9.00999996      (0.111)      99.759           898.83     -10.12%
    12-31-91                        (1.00)          11.55232338      (0.087)     110.901         1,281.17      28.12%
    12-31-92                        (1.00)          13.23092335      (0.076)      86.487         1,144.30      14.43%
    12-31-93                        (1.00)          15.08792342      (0.066)      75.514         1,139.35      13.94%
    12-31-94                        (1.00)          14.52977464      (0.069)      66.209           962.01      -3.80%
    12-31-95                        (1.00)          17.14451419      (0.058)      68.766         1,178.96      17.90%
    12-31-96                        (1.00)          19.23682686      (0.052)      58.276         1,121.04      12.10%
    12-31-97                        (1.00)          21.14081079      (0.047)      51.936         1,097.98       9.80%
    12-31-98                        (1.00)          21.01959301      (0.048)      47.254           993.27      -0.67%

                                            Income Securities
    12-31-89 Value               $1,000.00         $10.77413342       92.815      92.815        $1,000.00
    12-31-90                        (1.00)           9.82507230      (0.102)      92.713           910.91      -8.91%
    12-31-91                        (1.00)          13.54447496      (0.074)     101.707         1,377.56      37.76%
    12-31-92                        (1.00)          15.10888772      (0.066)      73.765         1,114.50      11.45%
    12-31-93                        (1.00)          17.65574049      (0.057)      66.130         1,167.57      16.76%
    12-31-94                        (1.00)          16.30439562      (0.061)      56.577           922.46      -7.75%
    12-31-95                        (1.00)          19.66228575      (0.051)      61.282         1,204.95      20.49%
    12-31-96                        (1.00)          21.55369456      (0.046)      50.812         1,095.19       9.52%
    12-31-97                        (1.00)          24.86373833      (0.040)      46.356         1,152.57      15.26%
    12-31-98                        (1.00)          24.89795747      (0.040)      40.179         1,000.38       0.04%


                                              Money Market
    12-31-89 Value               $1,000.00         $10.62941159       94.079      94.079        $1,000.00
    12-31-90                        (1.00)          11.27022305      (0.089)      93.990         1,059.29       5.93%
    12-31-91                        (1.00)          11.71257195      (0.085)      88.644         1,038.25       3.82%
    12-31-92                        (1.00)          11.89167887      (0.084)      85.294         1,014.29       1.43%
    12-31-93                        (1.00)          12.01410752      (0.083)      84.009         1,009.30       0.93%
    12-31-94                        (1.00)          12.29002320      (0.081)      83.154         1,021.97       2.20%
    12-31-95                        (1.00)          12.80529257      (0.078)      81.289         1,040.93       4.09%
    12-31-96                        (1.00)          13.26609762      (0.075)      78.017         1,034.99       3.50%
    12-31-97                        (1.00)          13.75569800      (0.073)      75.307         1,035.91       3.59%
    12-31-98                        (1.00)          14.25958767      (0.070)      72.627         1,035.63       3.56%

                                       Mutual Discovery Securities
    12-31-96 Value               $1,000.00          10.17920124       98.240      98.240        $1,000.00
    12-31-97                        (1.00)          11.97090670      (0.084)      98.156         1,175.02      17.50%
    12-31-98                        (1.00)          11.20464895      (0.089)      83.447           934.99      -6.50%

                                        Mutual Shares Securities
    12-31-96 Value               $1,000.00         $10.32889538       96.816      96.816        $1,000.00
    12-31-97                        (1.00)          11.98070033      (0.083)      96.732         1,158.92      15.89%
    12-31-98                        (1.00)          11.81402865      (0.085)      83.383           985.09      -1.49%

                                      Natural Resources Securities
    12-31-89 Value               $1,000.00         $12.23704328       81.719      81.719        $1,000.00
    12-31-90                        (1.00)          10.36932488      (0.096)      81.623           846.37     -15.36%
    12-31-91                        (1.00)          10.60671167      (0.094)      96.344         1,021.89       2.19%
    12-31-92                        (1.00)           9.39103298      (0.106)      94.173           884.39     -11.56%
    12-31-93                        (1.00)          14.39941891      (0.069)     106.415         1,532.32      53.23%
    12-31-94                        (1.00)          13.90432727      (0.072)      69.375           964.62      -3.54%
    12-31-95                        (1.00)          14.02092182      (0.071)      71.849         1,007.39       0.74%
    12-31-96                        (1.00)          14.36439436      (0.070)      71.252         1,023.50       2.35%
    12-31-97                        (1.00)          11.46649607      (0.087)      69.529           797.26     -20.27%
    12-31-98                        (1.00)           8.42970932      (0.119)      87.092           734.16     -26.58%

                                         Real Estate Securities
    12-31-89 Value               $1,000.00         $10.35898333       96.535      96.535        $1,000.00
    12-31-90                        (1.00)           8.98392795      (0.111)      96.423           866.26     -13.37%
    12-31-91                        (1.00)          11.81685548      (0.085)     111.225         1,314.33      31.43%
    12-31-92                        (1.00)          13.04914908      (0.077)      84.548         1,103.28      10.33%
    12-31-93                        (1.00)          15.30083761      (0.065)      76.568         1,171.55      17.16%
    12-31-94                        (1.00)          15.51100005      (0.064)      65.291         1,012.74       1.27%
    12-31-95                        (1.00)          17.96041830      (0.056)      64.415         1,156.91      15.69%
    12-31-96                        (1.00)          23.49916899      (0.043)      55.635         1,307.39      30.74%
    12-31-97                        (1.00)          27.94367614      (0.036)      42.519         1,188.13      18.81%
    12-31-98                        (1.00)          22.90097471      (0.044)      35.743           818.54     -18.15%

                                            Rising Dividends
    12-31-92 Value               $1,000.00         $10.83875667       92.262      92.262        $1,000.00
    12-31-93                        (1.00)          10.30939159      (0.097)      92.165           950.16      -4.98%
    12-31-94                        (1.00)           9.74313966      (0.103)      96.896           944.07      -5.59%
    12-31-95                        (1.00)          12.45442887      (0.080)     102.556         1,277.28      27.73%
    12-31-96                        (1.00)          15.23536682      (0.066)      80.227         1,222.29      22.23%
    12-31-97                        (1.00)          19.96761178      (0.050)      65.587         1,309.61      30.96%
    12-31-98                        (1.00)          21.03405907      (0.048)      50.034         1,052.41       5.24%

                                                Small Cap
    12-31-95 Value               $1,000.00         $10.14493678       98.571      98.571        $1,000.00
    12-31-96                        (1.00)          12.89918829      (0.078)      98.494         1,270.49      27.05%
    12-31-97                        (1.00)          14.92280844      (0.067)      77.457         1,155.88      15.59%
    12-31-98                        (1.00)          14.55802199      (0.069)      66.943           974.56      -2.54%

                                   Templeton Developing Markets Equity
    12-31-94 Value               $1,000.00          $9.44748810      105.848     105.848        $1,000.00
    12-31-95                        (1.00)           9.56626187      (0.105)     105.744         1,011.57       1.16%
    12-31-96                        (1.00)          11.45833113      (0.087)     104.447         1,196.79      19.68%
    12-31-97                        (1.00)          10.30480726      (0.097)      87.176           898.33     -10.17%
    12-31-98                        (1.00)           7.95817952      (0.126)      96.916           771.28     -22.87%

                                    Templeton Global Asset Allocation
    12-31-95 Value               $1,000.00         $10.58454194       94.477      94.477        $1,000.00
    12-31-96                        (1.00)          12.49492743      (0.080)      94.397         1,179.49      17.95%
    12-31-97                        (1.00)          13.75214238      (0.073)      79.960         1,099.62       9.96%
    12-31-98                        (1.00)          13.54330315      (0.074)      72.642           983.81      -1.62%

                                         Templeton Global Growth
    12-31-94 Value               $1,000.00         $10.19356357       98.101      98.101        $1,000.00
    12-31-95                        (1.00)          11.32067650      (0.088)      98.013         1,109.57      10.96%
    12-31-96                        (1.00)          13.52541005      (0.074)      88.260         1,193.75      19.38%
    12-31-97                        (1.00)          15.12444656      (0.066)      73.869         1,117.22      11.72%
    12-31-98                        (1.00)          16.23822650      (0.062)      66.057         1,072.64       7.26%

                                   Templeton Global Income Securities
    12-31-89 Value               $1,000.00         $10.80378700       92.560      92.560        $1,000.00
    12-31-90                        (1.00)          11.68562859      (0.086)      92.475         1,080.62       8.06%
    12-31-91                        (1.00)          12.92781355      (0.077)      85.498         1,105.30      10.53%
    12-31-92                        (1.00)          12.68746730      (0.079)      77.274           980.41      -1.96%
    12-31-93                        (1.00)          14.58489254      (0.069)      78.749         1,148.55      14.86%
    12-31-94                        (1.00)          13.65317533      (0.073)      68.491           935.12      -6.49%
    12-31-95                        (1.00)          15.42592706      (0.065)      73.178         1,128.84      12.88%
    12-31-96                        (1.00)          16.66103106      (0.060)      64.766         1,079.07       7.91%
    12-31-97                        (1.00)          16.82084400      (0.059)      59.961         1,008.59       0.86%
    12-31-98                        (1.00)          17.74568378      (0.056)      59.394         1,053.98       5.40%

                                     Templeton International Equity
    12-31-92 Value               $1,000.00          $9.63445037      103.794     103.794        $1,000.00
    12-31-93                        (1.00)          12.20456639      (0.082)     103.712         1,265.76      26.58%
    12-31-94                        (1.00)          12.12945216      (0.082)      81.854           992.85      -0.72%
    12-31-95                        (1.00)          13.21605786      (0.076)      82.368         1,088.58       8.86%
    12-31-96                        (1.00)          16.01035857      (0.062)      75.603         1,210.43      21.04%
    12-31-97                        (1.00)          17.61715343      (0.057)      62.403         1,099.36       9.94%
    12-31-98                        (1.00)          18.32204431      (0.055)      56.708         1,039.01       3.90%

                                Templeton International Smaller Companies
    12-31-96 Value               $1,000.00         $11.13849568       89.779      89.779        $1,000.00
    12-31-97                        (1.00)          10.80891898      (0.093)      89.686           969.41      -3.06%
    12-31-98                        (1.00)           9.34197461      (0.107)      92.409           863.28     -13.67%

                                        Templeton Pacific Growth
    12-31-92 Value               $1,000.00          $9.75290673      102.534     102.534        $1,000.00
    12-31-93                        (1.00)          14.20875721      (0.070)     102.463         1,455.87      45.59%
    12-31-94                        (1.00)          12.76818771      (0.078)      70.301           897.61     -10.24%
    12-31-95                        (1.00)          13.58246157      (0.074)      78.246         1,062.77       6.28%
    12-31-96                        (1.00)          14.86560901      (0.067)      73.557         1,093.47       9.35%
    12-31-97                        (1.00)           9.38089631      (0.107)      67.163           630.05     -37.00%
    12-31-98                        (1.00)           8.02829857      (0.125)     106.475           854.81     -14.52%

                                       U.S. Government Securities
    12-31-89 Value               $1,000.00         $10.41918956       95.977      95.977        $1,000.00
    12-31-90                        (1.00)          11.18037289      (0.089)      95.887         1,072.06       7.21%
    12-31-91                        (1.00)          12.76496129      (0.078)      89.364         1,140.73      14.07%
    12-31-92                        (1.00)          13.53931957      (0.074)      78.266         1,059.66       5.97%
    12-31-93                        (1.00)          14.63435517      (0.068)      73.791         1,079.88       7.99%
    12-31-94                        (1.00)          13.76239537      (0.073)      68.260           939.42      -6.06%
    12-31-95                        (1.00)          16.19773372      (0.062)      72.600         1,175.96      17.60%
    12-31-96                        (1.00)          16.53304452      (0.060)      61.677         1,019.70       1.97%
    12-31-97                        (1.00)          17.80492179      (0.056)      60.429         1,075.93       7.59%
    12-31-98                        (1.00)          18.84665157      (0.053)      56.111         1,057.51       5.75%

                                       Global Utilties Securities
    12-31-89 Value               $1,000.00         $11.99981466       83.335      83.335        $1,000.00
    12-31-90                        (1.00)          12.04131448      (0.083)      83.252         1,002.46       0.25%
    12-31-91                        (1.00)          14.78233584      (0.068)      82.980         1,226.63      22.66%
    12-31-92                        (1.00)          15.83244652      (0.063)      67.585         1,070.04       7.00%
    12-31-93                        (1.00)          17.24200577      (0.058)      63.103         1,088.03       8.80%
    12-31-94                        (1.00)          15.02348951      (0.067)      57.931           870.33     -12.97%
    12-31-95                        (1.00)          19.44283491      (0.051)      66.511         1,293.16      29.32%
    12-31-96                        (1.00)          20.52658248      (0.049)      51.384         1,054.74       5.47%
    12-31-97                        (1.00)          25.63546176      (0.039)      48.678         1,247.89      24.79%
    12-31-98                        (1.00)          28.08202457      (0.036)      38.973         1,094.44       9.44%

                                           Zero Coupon - 2000
    12-31-89 Value               $1,000.00         $10.95300003       91.299      91.299        $1,000.00
    12-31-90                        (1.00)          11.42731532      (0.088)      91.212         1,042.30       4.23%
    12-31-91                        (1.00)          13.53555410      (0.074)      87.436         1,183.49      18.35%
    12-31-92                        (1.00)          14.54452031      (0.069)      73.811         1,073.54       7.35%
    12-31-93                        (1.00)          16.64474050      (0.060)      68.694         1,143.40      14.34%
    12-31-94                        (1.00)          15.29260574      (0.065)      60.014           917.77      -8.22%
    12-31-95                        (1.00)          18.18141100      (0.055)      65.336         1,187.90      18.79%
    12-31-96                        (1.00)          18.34477774      (0.055)      54.947         1,007.99       0.80%
    12-31-97                        (1.00)          19.35767222      (0.052)      54.460         1,054.21       5.42%
    12-31-98                        (1.00)          20.50196174      (0.049)      51.610         1,058.11       5.81%

                                           Zero Coupon - 2005
    12-31-89 Value               $1,000.00         $11.39947414       87.723      87.723        $1,000.00
    12-31-90                        (1.00)          11.52763908      (0.087)      87.637         1,010.24       1.02%
    12-31-91                        (1.00)          13.67194917      (0.073)      86.675         1,185.01      18.50%
    12-31-92                        (1.00)          14.92512949      (0.067)      73.075         1,090.66       9.07%
    12-31-93                        (1.00)          17.97404729      (0.056)      66.945         1,203.28      20.33%
    12-31-94                        (1.00)          16.01393970      (0.062)      55.573           889.95     -11.01%
    12-31-95                        (1.00)          20.78832859      (0.048)      62.397         1,297.14      29.71%
    12-31-96                        (1.00)          20.37523353      (0.049)      48.055           979.13      -2.09%
    12-31-97                        (1.00)          22.35667212      (0.045)      49.034         1,096.25       9.62%
    12-31-98                        (1.00)          24.78585655      (0.040)      44.689         1,107.66      10.77%

                                           Zero Coupon - 2010
    12-31-89 Value               $1,000.00         $11.47692512       87.131      87.131        $1,000.00
    12-31-90                        (1.00)          11.37115980      (0.088)      87.043           989.78      -1.02%
    12-31-91                        (1.00)          13.44790271      (0.074)      87.867         1,181.63      18.16%
    12-31-92                        (1.00)          14.61898218      (0.068)      74.293         1,086.08       8.61%
    12-31-93                        (1.00)          18.06559695      (0.055)      68.349         1,234.76      23.48%
    12-31-94                        (1.00)          15.84633119      (0.063)      55.291           876.16     -12.38%
    12-31-95                        (1.00)          22.29375904      (0.045)      63.061         1,405.87      40.59%
    12-31-96                        (1.00)          21.37105221      (0.047)      44.809           957.61      -4.24%
    12-31-97                        (1.00)          24.54360878      (0.041)      46.752         1,147.45      14.75%
    12-31-98                        (1.00)          27.67407049      (0.036)      40.708         1,126.55      12.65%


<FN>

(Accumulated Value as of  - Accum. Value at Purch.)/Accum. Value at Purch.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                FRANKLIN VALUEMARK IV
                                           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)         $11.17227997      (0.090)      99.910        $1,116.23
5-1-98       Contract Fee           (1.00)         $14.62013773      (0.068)      99.842        $1,459.71
12-31-98     Contract Fee           (1.00)         $15.53680530      (0.064)      99.778        $1,550.23
12-31-98     Value before Surr Chg                 $15.53680530        0.000      99.778        $1,550.23
12-31-98     Surrender             (51.00)         $15.53680530      (3.283)      96.495        $1,499.23
             Charge
Cumulative Total Returns without/with chrgs.        55.37% A                                    49.92% C
Avg. Annual Total Returns without/with chrgs.       17.95% B                                    16.39% D


                                                  Growth and Income
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)           9.59756692      (0.104)      99.896           958.76
1-24-91      Contract Fee           (1.00)          10.03104257      (0.100)      99.796         1,001.06
1-24-92      Contract Fee           (1.00)          12.16171947      (0.082)      99.714         1,212.69
1-24-93      Contract Fee           (1.00)          12.57661487      (0.080)      99.634         1,253.06
1-24-94      Contract Fee           (1.00)          14.09886247      (0.071)      99.563         1,403.73
1-24-95      Contract Fee           (1.00)          13.27759299      (0.075)      99.488         1,320.96
1-24-96      Contract Fee           (1.00)          17.25393143      (0.058)      99.430         1,715.56
1-24-97      Contract Fee           (1.00)          19.79450666      (0.051)      99.380         1,967.17
1-24-98      Contract Fee           (1.00)          23.84479142      (0.042)      99.338         2,368.69
12-31-98     Value before Surr Chg                  25.99287759        0.000      99.338         2,582.07
12-31-98     Contract Fee           (1.00)          25.99287759      (0.038)      99.299         2,581.07
12-31-98     Surrender                0.00          25.99287759        0.000      99.299         2,581.07
             Charge
Cumulative Total Returns without/with chrgs.       159.93% A                                    158.11% C
Avg. Annual Total Returns without/with chrgs.       10.09% B                                     10.01% D


                                                     High Income
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)           9.98265449      (0.100)      99.900           997.27
1-24-91      Contract Fee           (1.00)           8.98103976      (0.111)      99.788           896.20
1-24-92      Contract Fee           (1.00)          11.85616038      (0.084)      99.704         1,182.11
1-24-93      Contract Fee           (1.00)          13.39874388      (0.075)      99.630         1,334.91
1-24-94      Contract Fee           (1.00)          15.29126669      (0.065)      99.564         1,522.46
1-24-95      Contract Fee           (1.00)          14.64571855      (0.068)      99.496         1,457.19
1-24-96      Contract Fee           (1.00)          17.40215300      (0.057)      99.438         1,730.44
1-24-97      Contract Fee           (1.00)          19.32656477      (0.052)      99.387         1,920.80
1-24-98      Contract Fee           (1.00)          21.32546077      (0.047)      99.340         2,118.47
12-31-98     Value before Surr Chg                  21.01959301        0.000      99.340         2,088.08
12-31-98     Contract Fee           (1.00)          21.01959301      (0.048)      99.292         2,087.08
12-31-98     Surrender                0.00          21.01959301        0.000      99.292         2,087.08
             Charge
Cumulative Total Returns without/with chrgs.       110.20% A                                    108.71% C
Avg. Annual Total Returns without/with chrgs.        7.76% B                                      7.68% D


                                                  Income Securities
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)          10.70345941      (0.093)      99.907         1,069.35
1-24-91      Contract Fee           (1.00)           9.93454622      (0.101)      99.806           991.53
1-24-92      Contract Fee           (1.00)          13.99562082      (0.071)      99.734         1,395.85
1-24-93      Contract Fee           (1.00)          15.30544228      (0.065)      99.669         1,525.48
1-24-94      Contract Fee           (1.00)          17.64961404      (0.057)      99.612         1,758.12
1-24-95      Contract Fee           (1.00)          16.27638185      (0.061)      99.551         1,620.33
1-24-96      Contract Fee           (1.00)          20.08267334      (0.050)      99.501         1,998.25
1-24-97      Contract Fee           (1.00)          21.74528582      (0.046)      99.455         2,162.68
1-24-98      Contract Fee           (1.00)          24.54291374      (0.041)      99.415         2,439.92
12-31-98     Value before Surr Chg                  24.89795747        0.000      99.415         2,475.22
12-31-98     Contract Fee           (1.00)          24.89795747      (0.040)      99.374         2,474.22
12-31-98     Surrender                0.00          24.89795747        0.000      99.374         2,474.22
             Charge
Cumulative Total Returns without/with chrgs.       148.98% A                                    147.42% C
Avg. Annual Total Returns without/with chrgs.        9.61% B                                      9.54% D

                                                    Money Market
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)          10.67178511      (0.094)      99.906         1,066.18
1-24-91      Contract Fee           (1.00)          11.31010498      (0.088)      99.818         1,128.95
1-24-92      Contract Fee           (1.00)          11.72881708      (0.085)      99.733         1,169.75
1-24-93      Contract Fee           (1.00)          11.90009827      (0.084)      99.649         1,185.83
1-24-94      Contract Fee           (1.00)          12.02348344      (0.083)      99.565         1,197.12
1-24-95      Contract Fee           (1.00)          12.32338409      (0.081)      99.484         1,225.98
1-24-96      Contract Fee           (1.00)          12.84105599      (0.078)      99.406         1,276.48
1-24-97      Contract Fee           (1.00)          13.29676207      (0.075)      99.331         1,320.78
12-31-98     Value before Surr Chg                  14.25958767        0.000      99.331         1,416.42
12-31-98     Contract Fee           (1.00)          14.25958767      (0.070)      99.261         1,415.42
12-31-98     Surrender                0.00          14.25958767        0.000      99.261         1,415.42
             Charge
Cumulative Total Returns without/with chrgs.        42.60% A                                     41.54% C
Avg. Annual Total Returns without/with chrgs.        3.63% B                                      3.56% D


                                             Mutual Discovery Securities
11-8-96      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
11-8-97      Contract Fee           (1.00)          11.82973739      (0.085)      99.915         1,181.97
11-8-98      Contract Fee           (1.00)          10.94138042      (0.091)      99.824         1,092.21
12-31-98     Contract Fee           (1.00)          11.20464895      (0.089)      99.735         1,117.49
12-31-98     Value before Surr Chg                  11.20464895        0.000      99.735         1,117.49
12-31-98     Surrender             (51.00)          11.20464895      (4.552)      95.183         1,066.49
             Charge
Cumulative Total Returns without/with chrgs.        12.05% A                                       6.65% C
Avg. Annual Total Returns without/with chrgs.        5.45% B                                       3.05% D


                                              Mutual Shares Securities
11-8-96      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
11-8-97      Contract Fee           (1.00)          11.75083052      (0.085)      99.915         1,174.08
11-8-98      Contract Fee           (1.00)          11.57328030      (0.086)      99.828         1,155.34
12-31-98     Value before Surr Chg                  11.81402865        0.000      99.828         1,179.38
12-31-98     Contract Fee           (1.00)          11.81402865      (0.085)      99.744         1,178.38
12-31-98     Surrender             (51.00)          11.81402865      (4.317)      95.427         1,127.38
             Charge
Cumulative Total Returns without/with chrgs.        18.14% A                                      12.74% C
Avg. Annual Total Returns without/with chrgs.        8.08% B                                       5.75% D


                                            Natural Resources Securities
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)          12.88562226      (0.078)      99.922         1,287.56
1-24-91      Contract Fee           (1.00)           9.76834317      (0.102)      99.820           975.08
1-24-92      Contract Fee           (1.00)          10.91292825      (0.092)      99.728         1,088.33
1-24-93      Contract Fee           (1.00)           9.12197464      (0.110)      99.619           908.72
1-24-94      Contract Fee           (1.00)          14.41516281      (0.069)      99.549         1,435.02
1-24-95      Contract Fee           (1.00)          12.96347704      (0.077)      99.472         1,289.51
1-24-96      Contract Fee           (1.00)          15.88612084      (0.063)      99.409         1,579.23
1-24-97      Contract Fee           (1.00)          13.72771013      (0.073)      99.336         1,363.66
1-24-98      Contract Fee           (1.00)          10.52200700      (0.095)      99.241         1,044.22
12-31-98     Value before Surr Chg                   8.42970932        0.000      99.241           836.58
12-31-98     Contract Fee           (1.00)           8.42970932      (0.119)      99.123           835.58
12-31-98     Surrender                0.00           8.42970932        0.000      99.123           835.58
             Charge
Cumulative Total Returns without/with chrgs.        -15.70% A                                     -16.44% C
Avg. Annual Total Returns without/with chrgs.        -1.70% B                                      -1.79% D


                                               Real Estate Securities
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)          10.13076509      (0.099)      99.901         1,012.08
1-24-91      Contract Fee           (1.00)           9.36020172      (0.107)      99.794           934.10
1-24-92      Contract Fee           (1.00)          12.25114822      (0.082)      99.713         1,221.60
1-24-93      Contract Fee           (1.00)          13.49614031      (0.074)      99.639         1,344.74
1-24-94      Contract Fee           (1.00)          15.30618064      (0.065)      99.573         1,524.09
1-24-95      Contract Fee           (1.00)          14.92840438      (0.067)      99.506         1,485.47
1-24-96      Contract Fee           (1.00)          18.04447622      (0.055)      99.451         1,794.54
1-24-97      Contract Fee           (1.00)          23.78351943      (0.042)      99.409         2,364.29
1-24-98      Contract Fee           (1.00)          27.81930359      (0.036)      99.373         2,764.49
12-31-98     Value before Surr Chg                  22.90097471        0.000      99.373         2,275.74
12-31-98     Contract Fee           (1.00)          22.90097471      (0.044)      99.329         2,274.74
12-31-98     Surrender                0.00          22.90097471        0.000      99.329         2,274.74
             Charge
Cumulative Total Returns without/with chrgs.       129.01% A                                     127.47% C
Avg. Annual Total Returns without/with chrgs.        8.69% B                                       8.62% D


                                                  Rising Dividends
1-27-92      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-27-93      Contract Fee           (1.00)          10.68876950      (0.094)      99.906         1,067.88
1-27-94      Contract Fee           (1.00)          10.36623339      (0.096)      99.810         1,034.65
1-27-95      Contract Fee           (1.00)           9.94675745      (0.101)      99.709           991.79
1-27-96      Contract Fee           (1.00)          12.48933274      (0.080)      99.629         1,244.30
1-27-97      Contract Fee           (1.00)          15.20870091      (0.066)      99.564         1,514.23
1-27-98      Contract Fee           (1.00)          19.73278049      (0.051)      99.513         1,963.67
12-31-98     Value before Surr Chg                  21.03405907        0.000      99.513         2,093.16
12-31-98     Contract Fee           (1.00)          21.03405907      (0.048)      99.465         2,092.16
12-31-98     Surrender                0.00          21.03405907        0.000      99.465         2,092.16
             Charge
Cumulative Total Returns without/with chrgs.       110.34% A                                     109.22% C
Avg. Annual Total Returns without/with chrgs.       11.32% B                                      11.24% D

                                                      Small Cap
11-1-95      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
11-1-96      Contract Fee           (1.00)          12.14713625      (0.082)      99.918         1,213.71
11-1-97      Contract Fee           (1.00)          15.53654825      (0.064)      99.853         1,551.38
11-1-98      Contract Fee           (1.00)          12.49929024      (0.080)      99.773         1,247.10
12-31-98     Value before Surr Chg                  14.55802199        0.000      99.773         1,452.50
12-31-98     Contract Fee           (1.00)          14.55802199      (0.069)      99.705         1,451.50
12-31-98     Surrender             (42.50)          14.55802199      (2.919)      96.785         1,409.00
             Charge
Cumulative Total Returns without/with chrgs.        45.58% A                                      40.90% C
Avg. Annual Total Returns without/with chrgs.       12.59% B                                      11.43% D

                                         Templeton Developing Markets Equity
3-15-94      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
3-15-95      Contract Fee           (1.00)           8.62058630      (0.116)      99.884           861.06
3-15-96      Contract Fee           (1.00)          10.27729571      (0.097)      99.787         1,025.54
3-15-97      Contract Fee           (1.00)          12.41978933      (0.081)      99.706         1,238.33
3-15-98      Contract Fee           (1.00)          10.51420276      (0.095)      99.611         1,047.33
12-31-98     Value before Surr Chg                   7.95817952        0.000      99.611           792.72
12-31-98     Contract Fee           (1.00)           7.95817952      (0.126)      99.485           791.72
12-31-98     Surrender             (34.00)           7.95817952      (4.272)      95.213           757.72
             Charge
Cumulative Total Returns without/with chrgs.       -20.42% A                                     -24.23% C
Avg. Annual Total Returns without/with chrgs.       -4.65% B                                      -5.62% D


                                          Templeton Global Asset Allocation
5-1-95       Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
5-1-96       Contract Fee           (1.00)          11.24184599      (0.089)      99.911         1,123.18
5-1-97       Contract Fee           (1.00)          12.74937771      (0.078)      99.833         1,272.80
5-1-98       Contract Fee           (1.00)          14.95108178      (0.067)      99.766         1,491.61
12-31-98     Value before Surr Chg                  13.54330315        0.000      99.766         1,351.16
12-31-98     Contract Fee           (1.00)          13.54330315      (0.074)      99.692         1,350.16
12-31-98     Surrender             (42.50)          13.54330315      (3.138)      96.554         1,307.66
             Charge
Cumulative Total Returns without/with chrgs.        35.43% A                                      30.77% C
Avg. Annual Total Returns without/with chrgs.        8.61% B                                       7.58% D


                                               Templeton Global Growth
3-15-94      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
3-15-95      Contract Fee           (1.00)          10.09452231      (0.099)      99.901         1,008.45
3-15-96      Contract Fee           (1.00)          11.79417892      (0.085)      99.816         1,177.25
3-15-97      Contract Fee           (1.00)          14.06170230      (0.071)      99.745         1,402.58
3-15-98      Contract Fee           (1.00)          16.68243544      (0.060)      99.685         1,662.99
12-31-98     Value before Surr Chg                  16.23822650        0.000      99.685         1,618.71
12-31-98     Contract Fee           (1.00)          16.23822650      (0.062)      99.624         1,617.71
12-31-98     Surrender             (34.00)          16.23822650      (2.094)      97.530         1,583.71
             Charge
Cumulative Total Returns without/with chrgs.        62.38% A                                      58.37% C
Avg. Annual Total Returns without/with chrgs.       10.63% B                                      10.05% D


                                         Templeton Global Income Securities
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)          10.85157001      (0.092)      99.908         1,084.16
1-24-91      Contract Fee           (1.00)          11.76337661      (0.085)      99.823         1,174.25
1-24-92      Contract Fee           (1.00)          12.92541183      (0.077)      99.745         1,289.25
1-24-93      Contract Fee           (1.00)          12.75002133      (0.078)      99.667         1,270.76
1-24-94      Contract Fee           (1.00)          14.76765782      (0.068)      99.599         1,470.85
1-24-95      Contract Fee           (1.00)          13.50498150      (0.074)      99.525         1,344.09
1-24-96      Contract Fee           (1.00)          15.35232035      (0.065)      99.460         1,526.94
1-24-97      Contract Fee           (1.00)          16.46140335      (0.061)      99.399         1,636.25
1-24-98      Contract Fee           (1.00)          16.93462624      (0.059)      99.340         1,682.29
12-31-98     Value before Surr Chg                  17.74568378        0.000      99.340         1,762.86
12-31-98     Contract Fee           (1.00)          17.74568378      (0.056)      99.284         1,761.86
12-31-98     Surrender                0.00          17.74568378        0.000      99.284         1,761.86
             Charge
Cumulative Total Returns without/with chrgs.        77.46% A                                      76.19% C
Avg. Annual Total Returns without/with chrgs.        5.94% B                                       5.86% D

                                           Templeton International Equity
1-27-92      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-27-93      Contract Fee           (1.00)           9.53509236      (0.105)      99.895           952.51
1-27-94      Contract Fee           (1.00)          12.85431852      (0.078)      99.817         1,283.08
1-27-95      Contract Fee           (1.00)          11.91221607      (0.084)      99.733         1,188.05
1-27-96      Contract Fee           (1.00)          13.52801052      (0.074)      99.659         1,348.19
1-27-97      Contract Fee           (1.00)          16.14799023      (0.062)      99.598         1,608.30
1-27-98      Contract Fee           (1.00)          17.44491176      (0.057)      99.540         1,736.47
12-31-98     Value before Surr Chg                  18.32204431        0.000      99.540         1,823.78
12-31-98     Contract Fee           (1.00)          18.32204431      (0.055)      99.486         1,822.78
12-31-98     Surrender                0.00          18.32204431        0.000      99.486         1,822.78
             Charge
Cumulative Total Returns without/with chrgs.        83.22% A                                      82.28% C
Avg. Annual Total Returns without/with chrgs.        9.13% B                                       9.05% D


                                      Templeton International Smaller Companies
5-1-96       Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
5-1-97       Contract Fee           (1.00)         $11.32006145      (0.088)      99.912         1,131.01
5-1-98       Contract Fee           (1.00)         $12.03423474      (0.083)      99.829         1,201.36
12-31-98     Value before Surr Chg                  $9.34197461        0.000      99.829           932.60
12-31-98     Contract Fee           (1.00)          $9.34197461      (0.107)      99.722           931.60
12-31-98     Surrender             (51.00)          $9.34197461      (5.459)      94.262           880.60
             Charge
Cumulative Total Returns without/with chrgs.        -6.58% A                                     -11.94% C
Avg. Annual Total Returns without/with chrgs.       -2.52% B                                      -4.65% D


                                              Templeton Pacific Growth
1-27-92      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-27-93      Contract Fee           (1.00)           9.91965141      (0.101)      99.899           990.97
1-27-94      Contract Fee           (1.00)          14.07652865      (0.071)      99.828         1,405.23
1-27-95      Contract Fee           (1.00)          11.91556247      (0.084)      99.744         1,188.51
1-27-96      Contract Fee           (1.00)          14.44474860      (0.069)      99.675         1,439.78
1-27-97      Contract Fee           (1.00)          14.58766078      (0.069)      99.606         1,453.03
1-27-98      Contract Fee           (1.00)           8.42138869      (0.119)      99.488           837.82
12-31-98     Value before Surr Chg                   8.02829857        0.000      99.488           798.72
12-31-98     Contract Fee           (1.00)           8.02829857      (0.125)      99.363           797.72
12-31-98     Surrender                0.00           8.02829857        0.000      99.363           797.72
             Charge
Cumulative Total Returns without/with chrgs.       -19.72% A                                     -20.23% C
Avg. Annual Total Returns without/with chrgs.       -3.12% B                                      -3.21% D


                                             U.S. Government Securities
3-14-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
3-14-90      Contract Fee           (1.00)          10.29864074      (0.097)      99.903         1,028.86
3-14-91      Contract Fee           (1.00)          11.44148140      (0.087)      99.815         1,142.04
3-14-92      Contract Fee           (1.00)          12.36677937      (0.081)      99.735         1,233.40
3-14-93      Contract Fee           (1.00)          14.05074266      (0.071)      99.663         1,400.35
3-14-94      Contract Fee           (1.00)          14.20297756      (0.070)      99.593         1,414.52
3-14-95      Contract Fee           (1.00)          14.59412892      (0.069)      99.525         1,452.47
3-14-96      Contract Fee           (1.00)          15.82460547      (0.063)      99.461         1,573.94
3-14-97      Contract Fee           (1.00)          16.60622197      (0.060)      99.401         1,650.68
3-14-98      Contract Fee           (1.00)          18.04599170      (0.055)      99.346         1,792.79
12-31-98     Value before Surr Chg                  18.84665157        0.000      99.346         1,872.33
12-31-98     Contract Fee           (1.00)          18.84665157      (0.053)      99.293         1,871.33
12-31-98     Surrender                0.00          18.84665157        0.000      99.293         1,871.33
             Charge
Cumulative Total Returns without/with chrgs.        88.47% A                                      87.13% C
Avg. Annual Total Returns without/with chrgs.        6.68% B                                       6.60% D

                                             Global Utilities Securities
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)          11.47363453      (0.087)      99.913         1,146.36
1-24-91      Contract Fee           (1.00)          11.95102656      (0.084)      99.829         1,193.06
1-24-92      Contract Fee           (1.00)          14.20139407      (0.070)      99.759         1,416.71
1-24-93      Contract Fee           (1.00)          15.91822229      (0.063)      99.696         1,586.98
1-24-94      Contract Fee           (1.00)          16.43119760      (0.061)      99.635         1,637.12
1-24-95      Contract Fee           (1.00)          15.48692698      (0.065)      99.571         1,542.04
1-24-96      Contract Fee           (1.00)          19.69346882      (0.051)      99.520         1,959.89
1-24-97      Contract Fee           (1.00)          20.83359223      (0.048)      99.472         2,072.35
1-24-98      Contract Fee           (1.00)          25.00670659      (0.040)      99.432         2,486.46
12-31-98     Value before Surr Chg                  28.08202457        0.000      99.432         2,792.24
12-31-98     Contract Fee           (1.00)          28.08202457      (0.036)      99.396         2,791.24
12-31-98     Surrender                0.00          28.08202457        0.000      99.396         2,791.24
             Charge
Cumulative Total Returns without/with chrgs.       180.82% A                                     179.12% C
Avg. Annual Total Returns without/with chrgs        10.95% B                                      10.88% D

                                                 Zero Coupon - 2000
3-14-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
3-14-90      Contract Fee           (1.00)          10.37748201      (0.096)      99.904         1,036.75
3-14-91      Contract Fee           (1.00)          11.49325260      (0.087)      99.817         1,147.22
3-14-92      Contract Fee           (1.00)          12.63019476      (0.079)      99.737         1,259.70
3-14-93      Contract Fee           (1.00)          15.48457708      (0.065)      99.673         1,543.39
3-14-94      Contract Fee           (1.00)          15.97181577      (0.063)      99.610         1,590.96
3-14-95      Contract Fee           (1.00)          16.16440029      (0.062)      99.548         1,609.14
3-14-96      Contract Fee           (1.00)          17.74484226      (0.056)      99.492         1,765.47
3-14-97      Contract Fee           (1.00)          18.31427141      (0.055)      99.437         1,821.12
3-14-98      Contract Fee           (1.00)          19.60681587      (0.051)      99.386         1,948.65
12-31-98     Value before Surr Chg                  20.50196174        0.000      99.386         2,037.62
12-31-98     Contract Fee           (1.00)          20.50196174      (0.049)      99.338         2,036.62
12-31-98     Surrender                0.00          20.50196174        0.000      99.338         2,036.62
             Charge
Cumulative Total Returns without/with chrgs.       105.02% A                                     103.66% C
Avg. Annual Total Returns without/with chrgs.        7.60% B                                       7.52% D

                                                 Zero Coupon - 2005
3-14-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
3-14-90      Contract Fee           (1.00)          10.38882453      (0.096)      99.904         1,037.88
3-14-91      Contract Fee           (1.00)          11.53456820      (0.087)      99.817         1,151.35
3-14-92      Contract Fee           (1.00)          12.62819047      (0.079)      99.738         1,259.51
3-14-93      Contract Fee           (1.00)          16.36793990      (0.061)      99.677         1,631.50
3-14-94      Contract Fee           (1.00)          16.86182251      (0.059)      99.617         1,679.73
3-14-95      Contract Fee           (1.00)          17.12592868      (0.058)      99.559         1,705.04
3-14-96      Contract Fee           (1.00)          19.37651757      (0.052)      99.507         1,928.11
3-14-97      Contract Fee           (1.00)          20.04125698      (0.050)      99.458         1,993.25
3-14-98      Contract Fee           (1.00)          22.73556936      (0.044)      99.414         2,260.22
12-31-98     Value before Surr Chg                  24.78585655        0.000      99.414         2,464.05
12-31-98     Contract Fee           (1.00)          24.78585655      (0.040)      99.373         2,463.05
12-31-98     Surrender                0.00          24.78585655        0.000      99.373         2,463.05
             Charge
Cumulative Total Returns without/with chrgs.       147.86% A                                     146.31% C
Avg. Annual Total Returns without/with chrgs.        9.70% B                                       9.63% D

                                                 Zero Coupon - 2010
3-14-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
3-14-90      Contract Fee           (1.00)          10.25922011      (0.097)      99.903         1,024.92
3-14-91      Contract Fee           (1.00)          11.34740047      (0.088)      99.814         1,132.63
3-14-92      Contract Fee           (1.00)          12.25923536      (0.082)      99.733         1,222.65
3-14-93      Contract Fee           (1.00)          16.12714811      (0.062)      99.671         1,607.41
3-14-94      Contract Fee           (1.00)          16.82866376      (0.059)      99.611         1,676.33
3-14-95      Contract Fee           (1.00)          17.03620553      (0.059)      99.553         1,696.00
3-14-96      Contract Fee           (1.00)          19.87163939      (0.050)      99.502         1,977.28
3-14-97      Contract Fee           (1.00)          20.61421426      (0.049)      99.454         2,050.16
3-14-98      Contract Fee           (1.00)          24.97939657      (0.040)      99.414         2,483.30
12-31-98     Value before Surr Chg                  27.67407049        0.000      99.414         2,751.19
12-31-98     Contract Fee           (1.00)          27.67407049      (0.036)      99.378         2,750.19
12-31-98     Surrender                0.00          27.67407049        0.000      99.378         2,750.19
             Charge
Cumulative Total Returns without/with chrgs.      176.74% A                                     175.02% C
Avg. Annual Total Returns without/with chrgs.      10.94% B                                      10.87% 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 Chg                  10.60384781        0.000     100.000         1,060.38
12-31-98     Contract Fee           (1.00)          10.60384781      (0.094)      99.906         1,059.38
12-31-98     Surrender             (60.00)          10.60384781      (5.658)      94.247           999.38
             Charge
Cumulative Total Returns without/with chrgs.         6.04% A                                      -0.06% C
Avg. Annual Total Returns without/with chrgs.        9.17% B                                      -0.09% 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 Chg                   7.71278940        0.000     100.000           771.28
12-31-98     Contract Fee           (1.00)           7.71278940      (0.130)      99.870           770.28
12-31-98     Surrender             (60.00)           7.71278940      (7.779)      92.091           710.28
             Charge
Cumulative Total Returns without/with chrgs.       -22.87% A                                     -28.97% C
Avg. Annual Total Returns without/with chrgs.      -32.19% B                                     -40.06% D

<FN>

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
</FN>
</TABLE>


 


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