ALLIANZ LIFE VARIABLE ACCOUNT B
485BPOS, 1999-04-30
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                                                            File Nos. 33-76190
                                                                     811-05618
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   ( )
          Pre-Effective Amendment No.                                     ( )
          Post-Effective Amendment No.    10/                             (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
          Amendment No.    48                                             (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 Immediate Variable Annuity Contracts





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

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

                                 PART A

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

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

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

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

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

Item 7.   General Description of Variable Annuity
          Contracts . . . . . . . . . . . . . . . . . . .  The Franklin
                                                           Templeton Valuemark
                                                           Income Plus Immediate
                                                           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 . . . . . . . . . . . . . . .  Not Applicable

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




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

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

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

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

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

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

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

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

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

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

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


                                     PART C

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



<PAGE>
                                     PART A

   
PROFILE OF THE FRANKLIN TEMPLETON VALUEMARK INCOME PLUS
IMMEDIATE 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 Templeton Valuemark Income Plus
immediate variable annuity contract. The contract is more fully described in the
prospectus which accompanies this profile. Please read the prospectus carefully.


1. THE FRANKLIN TEMPLETON
VALUEMARK INCOME PLUS
IMMEDIATE VARIABLE ANNUITY CONTRACT
- --------------------------------------------------------------------------------

The Franklin Templeton Valuemark Income Plus immediate variable annuity contract
with variable and fixed payment  options  (Contract) is a contract  between you,
the owner,  and Allianz Life Insurance  Company of North America (Allianz Life),
an insurance company.  In this profile and the prospectus,  "we," "us" and "our"
refers to  Allianz  Life.  In return  for your one time  payment,  the  Contract
provides for income to you and another  person (if elected) under a payment plan
you select.

The variable payment options offer a choice of 18 Class 1 portfolios of Franklin
Valuemark  Funds which are listed in Section 4.  Depending on market  conditions
and the portfolios you choose, payments may go up or down. No minimum payment is
guaranteed  under a variable  payment  option.  The variable  payment  option is
designed to offer a better return than the fixed payment option.  However,  this
is not guaranteed.

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

You can allocate your money in up to ten variable  options or 9 variable options
and the fixed payment  option (total of 10). We may limit the number of variable
options which you may invest in at any one time (except in Texas). The requested
allocation to each variable  option and the fixed payment option must be made in
whole percentages and each must be at least 10%.


2. ANNUITY PAYMENTS
- --------------------------------------------------------------------------------

Under this Contract,  you are the owner and the annuitant.  You may name a joint
annuitant,  if you choose.  You select an income date when you buy the Contract.
The income date must not be later than 60 days after we allocate  your  purchase
payment.

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

(1)  payments for your life;

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

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

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

(5)  payments  for your life and ending with the last  payment due prior to your
     death with a guarantee that at your death,  the beneficiary  will receive a
     single cash payment as set forth in the Contract; and

(6)  payments  for a  specified  period  of time (5 - 30  years)  with  payments
     continuing to the  beneficiary  for the remainder of the period  certain if
     you and any joint annuitant die before the end of the specified period.

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


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

You can buy the  Contract  with  $35,000 or more under most  circumstances.  You
cannot add to your  Contract  at a later  date  (i.e.,  it is a single  purchase
payment  contract).  Your  investment  representative  can help you complete the
appropriate forms.


4. INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

You may invest in the Allianz Life fixed  payment  option  and/or the  following
Class 1 portfolios of Franklin Valuemark Funds listed below.  Franklin Valuemark
Funds are managed by Franklin  Advisers,  Inc.  and its  Templeton  and Franklin
affiliates.

PORTFOLIO SEEKING CAPITAL
PRESERVATION AND INCOME
Money Market Fund

PORTFOLIO SEEKING INCOME
High Income Fund

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
Mutual Discovery Securities Fund
Small Cap Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton International Equity Fund
Templeton International Smaller
 Companies Fund
Templeton Pacific Growth Fund

The  portfolios  are fully  described  in the attached  prospectus  for Franklin
Valuemark Funds.  Your income will fluctuate up or down based on the portfolios'
performance. No minimum payment amount is guaranteed.


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

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

o    The annual  insurance  charges  consist of the  Mortality  and Expense Risk
     Charge and the Administrative Expense Charge.  Together these charges total
     1.40% of the average daily value of your Contract allocated to the variable
     options.

o    If you choose Annuity Options 2 or 4 and make a liquidation,  a commutation
     fee of 5% in Contract  year 2,  reducing by 1% each year until it is 1% for
     Contract year 6 and thereafter  will apply.  If you choose Annuity Option 6
     and make a liquidation,  a commutation fee of 5% in Contract years 1 and 2,
     reducing by 1% each year until it is 1% for Contract year 6 and  thereafter
     will  apply.  (If  you  bought  your  Contract  before  May  1,  1998,  the
     commutation fee under Annuity Option 6 is 1% in the first Contract year.)

o    There are also annual portfolio  operating  expenses,  which vary depending
     upon the portfolios you select. In 1998, these expenses ranged from .49% to
     1.41% of the average daily value of the Class 1 portfolios.

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

We have provided the following chart to help you understand the expenses in your
Contract.

o    The column "Total Annual  Expenses" shows the 1.40%  insurance  charges and
     the total annual portfolio expenses for 1998 for each portfolio.

o    The next two columns show you two examples of the expenses, in dollars, you
     would pay under a Contract. The examples assume that you invested $1,000 in
     a Contract  which earns 5% annually and that you  liquidate all your money:
     (1) at the end of year 1,  and  (2) at the  end of year  10.  The  examples
     assume that you  selected  Annuity  Option 6 and chose a 15 year  specified
     period certain annuity option and a 5% assumed  investment return. For year
     1, the Total Annual Expenses are assessed as well as the  commutation  fee.
     For year 10, the example shows the total of all the annual expenses for the
     10 years, but there is no commutation fee.

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

o    The  examples  are purely  hypothetical.  They should not be  considered  a
     representation  of past or future expenses.  Actual expenses may be more or
     less than those shown.


<PAGE>

<TABLE>
<CAPTION>

                                       TOTAL ANNUAL    TOTAL ANNUAL                        EXAMPLES:
                                        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                            1.40%           .77%             2.17%            $67           $140
- -------------------------------------------------------------------------------------------------------------------
Global Utilities Securities               1.40%           .50%             1.90%            $64           $124
- -------------------------------------------------------------------------------------------------------------------
Growth and Income                         1.40%           .49%             1.89%            $64           $124
- -------------------------------------------------------------------------------------------------------------------
High Income                               1.40%           .53%             1.93%            $65           $126
- -------------------------------------------------------------------------------------------------------------------
Income Securities                         1.40%           .49%             1.89%            $64           $124
- -------------------------------------------------------------------------------------------------------------------
Money Market                              1.40%           .53%             1.93%            $65           $126
- -------------------------------------------------------------------------------------------------------------------
Mutual Discovery Securities               1.40%           1.00%            2.40%            $69           $153
- -------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities                  1.40%           .77%             2.17%            $67           $140
- -------------------------------------------------------------------------------------------------------------------
Real Estate Securities                    1.40%           .54%             1.94%            $65           $126
- -------------------------------------------------------------------------------------------------------------------
Rising Dividends                          1.40%           .72%             2.12%            $66           $137
- -------------------------------------------------------------------------------------------------------------------
Small Cap                                 1.40%           .77%             2.17%            $67           $140
- -------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Equity       1.40%           1.41%            2.81%            $72           $175
- -------------------------------------------------------------------------------------------------------------------
Templeton Global Asset Allocation         1.40%           .84%             2.24%            $67           $144
- -------------------------------------------------------------------------------------------------------------------
Templeton Global Growth                   1.40%           .88%             2.28%            $68           $146
- -------------------------------------------------------------------------------------------------------------------
Templeton International Equity            1.40%           .88%             2.28%            $68           $146
- -------------------------------------------------------------------------------------------------------------------
Templeton International Smaller Companies 1.40%           1.10%            2.50%            $70           $158
- -------------------------------------------------------------------------------------------------------------------
Templeton Pacific Growth                  1.40%           1.10%            2.50%            $70           $158
- -------------------------------------------------------------------------------------------------------------------
Value Securities                          1.40%           .83%             2.23%            $67           $143
- -------------------------------------------------------------------------------------------------------------------

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

</TABLE>


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

For federal tax purposes, annuity payments will be treated as 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. If you make a
partial liquidation, the earnings come out first and are taxed as income. If you
are  younger  than 591/2 when you make a  liquidation,  you may be charged a 10%
federal tax penalty on the taxable amount you withdraw.  You should consult your
tax counsel or other tax adviser regarding any liquidations.


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

Generally,  you may not make  liquidations  from your Contract.  However,  under
certain circumstances,  you may make one liquidation  (withdrawal) each Contract
year after the income date if you selected Annuity Options 2, 4 or 6. The amount
that you may  liquidate  is set forth in your  Contract  and is described in the
prospectus  for the  Contract.  There  may be a fee  assessed  when  you  make a
liquidation  (commutation  fee).  Also,  there may be adverse tax  consequences,
leading to lower  annuity  payments than those that would have been paid without
the  partial  liquidation  (during  the  period  certain).  You may not make any
liquidations before your income date.



<PAGE>

8. PERFORMANCE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

If you choose to receive variable payments,  your payments will vary up or down.
The increase or decrease will depend on whether the variable  options you choose
perform better or worse than the "benchmark"  assumed  investment return (3%, 5%
or 7% per year) you choose.

The following  chart shows total returns for the periods  shown.  Performance is
not shown for the Value Securities Fund because it was first offered for sale on
May 1, 1998.  These  numbers  reflect the  insurance  charges and the  operating
expenses of the  portfolios,  but are not  adjusted  for the assumed  investment
return. Past performance does not guarantee or predict future results.

                                                                      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                   18.62%   16.66%    12.54%       NA        NA       NA        NA       NA        NA
- -------------------------------------------------------------------------------------------------------------------
Global Utilities Securities       9.64%   25.00%     5.57%   29.53%   -12.79%    9.00%     7.20%   22.87%     0.44%
- -------------------------------------------------------------------------------------------------------------------
Growth and Income                 6.83%   25.97%    12.59%   30.99%    -3.38%    8.77%     5.22%   21.09%    -3.70%
- -------------------------------------------------------------------------------------------------------------------
High Income                      -0.48%   10.00%    12.31%   18.10%    -3.61%   14.14%    14.63%   28.33%    -9.94%
- -------------------------------------------------------------------------------------------------------------------
Income Securities                 0.23%   15.46%     9.72%   20.70%    -7.57%   16.96%    11.65%   37.98%    -8.73%
- -------------------------------------------------------------------------------------------------------------------
Money Market                      3.76%    3.78%     3.69%    4.29%     2.39%    1.12%     1.62%    4.02%     6.12%
- -------------------------------------------------------------------------------------------------------------------
Mutual Discovery Securities      -6.32%   17.71%     1.80%       NA        NA       NA        NA       NA        NA
- -------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities         -1.30%   16.10%     3.30%       NA        NA       NA        NA       NA        NA
- -------------------------------------------------------------------------------------------------------------------
Real Estate Securities          -17.97%   19.02%    30.96%   15.90%     1.46%   17.36%    10.53%   31.65%   -13.20%
- -------------------------------------------------------------------------------------------------------------------
Rising Dividends                  5.44%   31.18%    22.44%   27.94%    -5.41%   -4.80%     8.48%       NA        NA
- -------------------------------------------------------------------------------------------------------------------
Small Cap                        -2.36%   15.79%    27.26%    1.46%        NA       NA        NA       NA        NA
- -------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets
 Equity                         -22.70%   -9.99%    19.89%    1.35%    -5.46%       NA        NA       NA        NA
- -------------------------------------------------------------------------------------------------------------------
Templeton Global Asset
 Allocation                      -1.43%   10.16%    18.16%    5.91%        NA       NA        NA       NA        NA
- -------------------------------------------------------------------------------------------------------------------
Templeton Global Growth           7.46%   11.92%    19.58%   11.16%     2.01%       NA        NA       NA        NA
- -------------------------------------------------------------------------------------------------------------------
Templeton International Equity    4.09%   10.14%    21.25%    9.06%    -0.53%   26.79%    -3.58%       NA        NA
- -------------------------------------------------------------------------------------------------------------------
Templeton International
Smaller Companies               -13.49%   -2.87%    11.45%       NA        NA       NA        NA       NA        NA
- -------------------------------------------------------------------------------------------------------------------
Templeton Pacific Growth        -14.34%  -36.84%     9.55%    6.47%   -10.06%   45.82%    -2.39%       NA        NA
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

9. DEATH BENEFIT
- --------------------------------------------------------------------------------

If you die before the income date and there is no joint annuitant,  the Contract
will be treated as if it had never been  issued.  We will return  your  purchase
payment  to your  estate.  If you have  chosen an  annuity  option  with a joint
annuitant and either you or the joint annuitant dies before the income date, the
annuity option will be changed to option 2 (with 10 years of payments guaranteed
or 5 years of payments guaranteed if the survivor's life expectancy is less than
10 years).


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

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

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


<PAGE>

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

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

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


<PAGE>
                                       
                  THE FRANKLIN TEMPLETON VALUEMARK INCOME PLUS
                       IMMEDIATE VARIABLE ANNUITY CONTRACT
                                    issued by

                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and

                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA


This prospectus describes the Franklin Templeton Valuemark Income Plus Immediate
Variable Annuity  Contract with a Fixed Payment Option.  The Contract is offered
by Allianz Life Insurance Company of North America (Allianz Life).

The annuity has 19  investment  choices -- the 18  Variable  Options  which each
invest in one Class 1 Portfolio of Franklin  Valuemark Funds and a Fixed Payment
Option of  Allianz  Life.  You can  select up to 10  investment  choices  (which
includes any of the Variable Options and the Fixed Payment Option).

FRANKLIN VALUEMARK FUNDS:

PORTFOLIO SEEKING CAPITAL
PRESERVATION AND INCOME
Money Market Fund

PORTFOLIO SEEKING INCOME
High Income Fund

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
Mutual Discovery Securities Fund
Small Cap Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund

Please read this prospectus  before investing and keep it for future  reference.
It contains important  information about the Franklin Templeton Valuemark Income
Plus Immediate Variable Annuity Contract with a Fixed Payment Option.

To learn more about the annuity  offered by this  prospectus,  you can receive 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 17 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 or write us at the VIP Service  Center at the address and telephone  number
listed in the Profile.

THE FRANKLIN TEMPLETON VALUEMARK INCOME PLUS
IMMEDIATE 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 NOR HAS IT 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  Templeton  Valuemark Income
Plus refer to Valuemark Income Plus.

Dated: May 1, 1999


<PAGE>

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

INDEX OF TERMS                                      3

FEE TABLE                                           4

1.  THE FRANKLIN TEMPLETON
    VALUEMARK INCOME PLUS                        
    IMMEDIATE VARIABLE
    ANNUITY CONTRACT                                8
    Ownership                                       8
    Contract Owner/Annuitant                        8
    Joint Owner/Joint Annuitant                     8
    Beneficiary                                     8
    Assignment                                      8

2.  ANNUITY PAYMENTS                                9
    (THE PAYOUT PHASE)
    Income Date                                     9
    Annuity Payments                                9
    Assumed Investment Return                       9
    Annuity Options                                 9

3.  PURCHASE                                       10
    Purchase Payment                               10
    Allocation of Purchase Payment                 10
    Free Look                                      10
    VIP Units                                      11

4.  INVESTMENT OPTIONS                             11
    Transfers                                      12
     Telephone Transfers                           12
    Voting Privileges                              12
    Substitution                                   12

5.  EXPENSES                                       12
    Insurance Charges                              12
     Mortality and Expense Risk Charge             12
     Administrative Charge                         12
    Commutation Fee                                13
    Premium Taxes                                  13
    Income Taxes                                   13
    Portfolio Expenses                             13

6.  TAXES                                          13
    Annuity Contracts in General                   13
    Qualified and Non-Qualified Contracts          13
    Liquidations - Non-Qualified Contracts         13
    Liquidations - Qualified Contracts             14
    Diversification                                14

7.  ACCESS TO YOUR MONEY                           15
    Suspension of Payments or Transfers            15

8.  PERFORMANCE                                    15

9.  DEATH BENEFIT                                  16

10. OTHER INFORMATION                              16
    Allianz Life                                   16
    Year 2000                                      16
    The Separate Account                           16
    Distribution                                   16
    Administration                                 17
    Financial Statements                           17

TABLE OF CONTENTS OF THE STATEMENT OF              17
ADDITIONAL INFORMATION

APPENDIX A - Condensed Financial Information       18

APPENDIX B - Illustration of Annuity Income        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 in this prospectus.

Annuitant                                              8

Annuity Calculation Date                              10

Annuity Options                                        9

Annuity Payments                                       9

Annuity Unit                                          11

Assumed Investment Return (AIR)                        9

Beneficiary                                            8

Contract                                               8

Contract Owner                                         8

Fixed Payment Option                                   8

Income Date                                            9

Joint Annuitant                                        8

Joint Owner                                            8

Non-Qualified                                         13

Payout Phase                                           9

Portfolios                                            11

Purchase Payment                                      10

Qualified                                             13

Tax Deferral                                          13

Total Liquidation Value                               15

Variable Option                                        8

VIP Unit                                              11


<PAGE>

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

The purpose of this Fee Table is to help you  understand  the costs of investing
in the  Contract.  It reflects  expenses of the separate  account as well as the
Class 1 Portfolios.

We have provided "Illustrations of Annuity Income" in Appendix B to show you the
effects of the charges, expenses and investment performance on annuity income.

CONTRACT OWNER TRANSACTION FEES

COMMUTATION FEE *
(as a percentage of the amount taken out (liquidated))

                                 CONTRACT YEAR    CHARGE
                                 -----------------------
                                       1            5%
                                       2            5%
                                       3            4%
                                       4            3%
                                       5            2%
                               6 (& thereafter)     1%

*After the first Contract year, you may make one liquidation  from your Contract
each year if you have  selected  Annuity  Options  2 or 4. If you have  selected
Annuity  Option 6, you may make a  liquidation  once each year  beginning in the
first year. If you have chosen Annuity Option 6 and bought your Contract  before
May 1, 1998,  the  commutation  fee is 1% of the amount  liquidated in the first
Contract year.


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

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


<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                             TOTAL
                                                    AND PORTFOLIO           OTHER          ANNUAL
                                                ADMINISTRATION FEES1      EXPENSES        EXPENSES
- --------------------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>              <C>
Capital Growth Fund                                     .75%                .02%             .77%
- --------------------------------------------------------------------------------------------------
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%
- --------------------------------------------------------------------------------------------------
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 International Equity Fund                     .80%                .08%             .88%
- --------------------------------------------------------------------------------------------------
Templeton International Smaller Companies Fund         1.00%                .10%            1.10%
- --------------------------------------------------------------------------------------------------
Templeton Pacific Growth Fund                           .99%                .11%            1.10%
- --------------------------------------------------------------------------------------------------
Value Securities Fund2                                  .75%                .08%             .83%
- --------------------------------------------------------------------------------------------------
<FN>
1. The Portfolio Administration Fee is a direct expense for the Mutual Discovery
Securities  Fund, the Mutual Shares  Securities Fund, the Templeton Global Asset
Allocation  Fund,  the Templeton  International  Smaller  Companies Fund and the
Value Securities  Fund.  Other  Portfolios pay for similar  services  indirectly
through the  Management  Fee. See the Franklin  Valuemark  Funds  prospectus for
further information regarding these fees.

2. The Value  Securities  Fund  commenced  operations  May 1, 1998. The expenses
shown for this Portfolio are therefore estimated for 1999.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

EXAMPLES

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

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

o    The examples  assume you invested $1,000 with annual payments based on a 15
     year  period  certain  payout  under  Annuity  Option  6 with a 5%  Assumed
     Investment Return.

o    For  additional  information,  see Section 5 - "Expenses"  and the Franklin
     Valuemark Funds prospectus.

You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return on your money (compounded annually) if you surrender your Contract
under Annuity Option 6 at the end of each time period:

                                                        1 YEAR           3 YEARS           5 YEARS         10 YEARS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>               <C>             <C>
Capital Growth Fund                                      $67               $88               $99             $140
- -------------------------------------------------------------------------------------------------------------------
Global Utilities Securities Fund                         $64               $81               $89             $124
- -------------------------------------------------------------------------------------------------------------------
Growth and Income Fund                                   $64               $81               $89             $124
- -------------------------------------------------------------------------------------------------------------------
High Income Fund                                         $65               $82               $90             $126
- -------------------------------------------------------------------------------------------------------------------
Income Securities Fund                                   $64               $81               $89             $124
- -------------------------------------------------------------------------------------------------------------------
Money Market Fund                                        $65               $82               $90             $126
- -------------------------------------------------------------------------------------------------------------------
Mutual Discovery Securities Fund                         $69               $93              $108             $153
- -------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund                            $67               $88               $99             $140
- -------------------------------------------------------------------------------------------------------------------
Real Estate Securities Fund                              $65               $82               $91             $126
- -------------------------------------------------------------------------------------------------------------------
Rising Dividends Fund                                    $66               $87               $97             $137
- -------------------------------------------------------------------------------------------------------------------
Small Cap Fund                                           $67               $88               $99             $140
- -------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Equity Fund                 $72              $103              $123             $175
- -------------------------------------------------------------------------------------------------------------------
Templeton Global Asset Allocation Fund                   $67               $89              $102             $144
- -------------------------------------------------------------------------------------------------------------------
Templeton Global Growth Fund                             $68               $90              $103             $146
- -------------------------------------------------------------------------------------------------------------------
Templeton International Equity Fund                      $68               $90              $103             $146
- -------------------------------------------------------------------------------------------------------------------
Templeton International Smaller Companies Fund           $70               $96              $111             $158
- -------------------------------------------------------------------------------------------------------------------
Templeton Pacific Growth Fund                            $70               $96              $111             $158
- -------------------------------------------------------------------------------------------------------------------
Value Securities Fund*                                   $67               $89              $101             $143
- -------------------------------------------------------------------------------------------------------------------
<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  (compounded  annually)  if your  Contract  is not
surrendered:

                                                        1 YEAR           3 YEARS           5 YEARS         10 YEARS
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>              <C>             <C>
Capital Growth Fund                                      $20               $56               $86             $136
- ---------------------------------------------------------------------------------------------------------------------------
Global Utilities Securities Fund                         $18               $49               $76             $121
- ---------------------------------------------------------------------------------------------------------------------------
Growth and Income Fund                                   $17               $49               $75             $120
- ---------------------------------------------------------------------------------------------------------------------------
High Income Fund                                         $18               $50               $77             $122
- ---------------------------------------------------------------------------------------------------------------------------
Income Securities Fund                                   $17               $49               $75             $120
- ---------------------------------------------------------------------------------------------------------------------------
Money Market Fund                                        $18               $50               $77             $122
- ---------------------------------------------------------------------------------------------------------------------------
Mutual Discovery Securities Fund                         $22               $61               $94             $149
- ---------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund                            $20               $56               $86             $136
- ---------------------------------------------------------------------------------------------------------------------------
Real Estate Securities Fund                              $18               $50               $77             $123
- ---------------------------------------------------------------------------------------------------------------------------
Rising Dividends Fund                                    $20               $54               $84             $133
- ---------------------------------------------------------------------------------------------------------------------------
Small Cap Fund                                           $20               $56               $86             $136
- ---------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Equity Fund                 $26               $72              $110             $172
- ---------------------------------------------------------------------------------------------------------------------------
Templeton Global Asset Allocation Fund                   $21               $57               $88             $140
- ---------------------------------------------------------------------------------------------------------------------------
Templeton Global Growth Fund                             $21               $58               $90             $143
- ---------------------------------------------------------------------------------------------------------------------------
Templeton International Equity Fund                      $21               $58               $90             $143
- ---------------------------------------------------------------------------------------------------------------------------
Templeton International Smaller Companies Fund           $23               $64               $98             $155
- ---------------------------------------------------------------------------------------------------------------------------
Templeton Pacific Growth Fund                            $23               $64               $98             $155
- ---------------------------------------------------------------------------------------------------------------------------
Value Securities Fund*                                   $20               $57               $88             $140
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated
</FN>
See Appendix A for VIP Unit Values - Condensed Financial Information.
</TABLE>

<PAGE>

1. THE FRANKLIN TEMPLETON
VALUEMARK INCOME PLUS
IMMEDIATE VARIABLE ANNUITY
CONTRACT
- --------------------------------------------------------------------------------

This prospectus  describes an immediate  variable  annuity contract with a Fixed
Payment Option (Contract) 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 no later than 60 days after we
allocate your Purchase Payment.
This is called the Income Date.

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

The  Contract  is called a variable  annuity  because  you can  choose  among 18
Variable Options, and depending upon market conditions,  your payments can go up
or down based on the  Portfolios'  investment  performance.  The  Portfolios are
designed to offer a better return than the Fixed Payment Option.  However,  this
is not guaranteed.  If you select the variable  annuity portion of the Contract,
your  payments  may go up or down  based on the  investment  performance  of the
Portfolio(s) you select.

The Contract also contains a Fixed Payment  Option  (referred to in the Contract
as the "Fixed  Account").  The Fixed Payment Option offers an interest rate that
is guaranteed by Allianz  Life.  If you select the Fixed  Payment  Option,  your
money will be placed with the other general  assets of Allianz Life. Any portion
of  your  Purchase  Payment  allocated  to the  Fixed  Payment  Option  will  be
temporarily  allocated  to the Money  Market  Fund on the day we  allocate  your
Purchase Payment. It will then be allocated to the Fixed Payment Option when you
begin receiving Annuity Payments from your Contract.

We will not make any changes to your Contract without your permission  except as
may be required by law. We may, however,  add endorsements to your Contract from
time to time.


OWNERSHIP
- --------------------------------------------------------------------------------

CONTRACT OWNER/ANNUITANT

You are the Contract Owner and the Annuitant.  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.

An Annuitant is the natural person on whose life we base Annuity Payments.

JOINT OWNER/JOINT ANNUITANT

If there is more than one Contract  Owner,  each Contract Owner is a Joint Owner
of the  Contract.  Joint  Owners  have  equal  ownership  rights.  You both must
authorize those ownership rights unless  otherwise  allowed by Allianz Life. You
can name a Joint  Annuitant.  Each Joint  Owner must be either an  Annuitant  or
Joint Annuitant.

IF YOU DIE BEFORE THE INCOME DATE AND THERE IS NO JOINT ANNUITANT, WE WILL TREAT
THE CONTRACT AS IF WE NEVER  ISSUED IT AND WILL RETURN THE  PURCHASE  PAYMENT TO
YOUR ESTATE.

If you die while the Contract is in force, the Joint Annuitant (if not already a
Joint Owner) will become the  Contract  Owner.  On or after the Income Date,  if
there  is  no  Joint   Annuitant  or  when  the  Joint   Annuitant   dies,   the
Beneficiary(ies) will be the Owner(s) of their respective shares.

BENEFICIARY

The  Beneficiary  is the  person(s)  or  entity  you name to  receive  any death
benefit. You can also name a contingent Beneficiary.  The contingent Beneficiary
will receive any death benefit if the  Beneficiary is not alive when you and any
Joint Annuitant die. 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  of (assign)  the  Contract at any time during your
lifetime.  We will not be liable  for any  payment we make,  or other  action we
take, in accordance  with the Contract  before we receive  written notice of the
assignment. AN ASSIGNMENT MAY BE A TAXABLE EVENT.

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


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

INCOME DATE

You can receive  regular income  payments under your Contract as long as you and
any Joint  Annuitant  are alive on the  Income  Date.  We call the date that you
receive your first  Annuity  Payment the Income Date.  We ask you to choose your
Income Date when you purchase the  Contract.  Your Income Date must be the first
or fifteenth day of a calendar month and must not be later than 60 days from the
day we allocate your Purchase Payment.

ANNUITY PAYMENTS

Under Annuity  Options 1-5, you may elect to receive your Annuity  Payments as a
variable payout, a fixed payout,  or a combination of both. Under Annuity Option
6, Annuity Payments will come from the Variable Options only (variable  payout).
If you choose a Fixed Payment  Option,  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 choose to receive  variable  payments,  we  determine  the amount of your
first variable payment based on:

1)   your Contract value on the Annuity  Calculation  Date (no more than 10 days
     before the first payment),

2)   your age and the age of any Joint Annuitant on the Annuity Calculation Date
     (except in Option 6);

3)   the Assumed Investment Return (AIR), a benchmark you select, and

4)   the Annuity Option you select.

We credit your  Contract  with a fixed number of Annuity Units for each Variable
Option you select.  We do this by allocating  the first payment amount among the
Variable  Options  according  to your  instructions,  and  dividing  the  amount
allocated  to each  Variable  Option by the  Annuity  Unit Value on the  Annuity
Calculation  Date. The number of Annuity Units in your Contract remains the same
unless you make a liquidation or transfer.

After the first payment,  your payments will change based on the change in value
of the Annuity Units credited to your  Contract.  The amount of each change will
depend on how the Annuity Units in your Contract perform as compared to your AIR
benchmark.

You can  choose  the  frequency  of  Annuity  Payments  (for  example,  monthly,
quarterly, semi-annually or annually).

The SAI contains a discussion of how we calculate Annuity Unit values.

ASSUMED INVESTMENT RETURN

We base your Annuity Payments on the Assumed  Investment  Return. You can choose
either a 7%, 5% or 3% per year AIR.  The 7% AIR is not  available  in all states
(check with your  registered  representative  for  availability).  If you do not
choose  one,  the 5% AIR will  automatically  apply.  If the actual  performance
exceeds the AIR you chose,  your Annuity Payments will increase.  Similarly,  if
the  actual  rate is less than the AIR you chose,  your  Annuity  Payments  will
decrease.  If you choose a higher  AIR,  the  initial  amount of income  will be
higher,  but income will increase more slowly during periods of good  investment
performance and decrease faster during periods of poor investment performance.

ANNUITY OPTIONS

You can choose among income  plans.  We call those Annuity  Options.  Except for
Annuity Option 6, once you select an Annuity Option you may not change it.

You can choose one of the  following  Annuity  Options.  You can also choose any
other Annuity Option you want as long as Allianz Life agrees to provide it.

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

OPTION 2. LIFE ANNUITY WITH 5, 10, 15 OR 20 YEAR PAYMENTS GUARANTEED. Under this
option,  we will make  periodic  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 the  Beneficiary  for the
rest of the  guaranteed  period.  If the  Beneficiary  does not want to  receive
Annuity Payments after the Annuitant's  death, he or she can ask us for a single
lump sum. The amount of the lump sum payment is described in your Contract.

OPTION 3.  JOINT AND LAST  SURVIVOR  ANNUITY.  Under this  option,  we will make
periodic  Annuity  Payments  during  the  joint  lifetime  of you and the  Joint
Annuitant. When you die, if the Joint Annuitant is still alive, we will continue
to make Annuity  Payments during the Joint  Annuitant's  life. The amount of the
Annuity  Payments  we will make can be equal to 100%,  75% or 50% of the  amount
that was being paid when both you and the Joint Annuitant were alive. You choose
this percentage when you apply for the Contract.  The 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 periodic Annuity Payments during the
joint  lifetime  of you and the  Joint  Annuitant.  When you die,  if the  Joint
Annuitant is still alive,  we will continue to make Annuity  Payments during the
life of the  surviving  Annuitant.  The payments will be 100% of the amount that
was being paid when you were both 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 the  Beneficiary  for  the  rest of the
guaranteed period. If the Beneficiary does not want to receive Annuity Payments,
he or she can ask us for a single  lump sum.  The amount of the lump sum payment
is described in your Contract.

OPTION 5. REFUND LIFE ANNUITY.  Under this option, we will make periodic Annuity
Payments during your lifetime.  The last Annuity Payment will be made before you
die. If the value of the Annuity Payments is made less than the value applied to
the Annuity Option,  then the Beneficiary  will receive a refund as set forth in
the Contract.

OPTION 6. SPECIFIED  PERIOD  CERTAIN  ANNUITY.  Under this option,  we will make
periodic Annuity Payments for a specified period that you choose. The period can
be from 5 to 30 years (you must use whole numbers of years). If at the time both
you and any Joint Annuitant die, we have made Annuity Payments for less than the
selected  guaranteed  period,  we will continue to make Annuity  Payments to the
Beneficiary  for the  rest of the  guaranteed  period.  This  option  may not be
available in all states. This option can only be elected as a variable payout.

After the first  Contract  anniversary,  you can  exchange  an Annuity  Option 6
payout for a payout  under  Annuity  Options  1-5.  You can do this if the Total
Liquidation Value of your Contract is at least $25,000.  Furthermore, if you own
a  Non-Qualified  Contract  you must be 591/2 or older.  If you own a  Qualified
Contract you may make the exchange after the later of your reaching age 591/2 or
5 years  from the date of the  first  Annuity  Payment  and prior to the year in
which  you  reach  age  701/2.  A new  Contract  will be  issued to you for your
existing  Contract.  You must return your existing  Contract to us. The Contract
Owner/Annuitant  and  Joint  Annuitant  (if  any)  must be the same  under  both
Contracts.


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

PURCHASE PAYMENT

The Purchase Payment is the money you put into the Contract. The minimum payment
Allianz Life will accept is $35,000.  The Contract is a single payment Contract.
This means that you  cannot  add to your  Contract  after you buy it. If you buy
more than one Contract,  the Purchase Payment for each Contract does not need to
be $35,000 if the average payment for each Contract is $35,000 or more. When you
make your Purchase Payment, we will deduct any premium taxes that you owe before
we allocate it to the Variable Options.

This product is not designed for market timers.

ALLOCATION OF PURCHASE PAYMENT

When you purchase a Contract,  we will allocate your Purchase  Payment to one or
more of the Variable  Options you have selected.  If you want any portion of the
Purchase  Payment  to  be  allocated  to  the  Fixed  Annuity  Option,  we  will
temporarily  allocate it to the Money Market Fund. It will be moved to the Fixed
Annuity  Option on the day we  calculate  your first  Annuity  Payment  (Annuity
Calculation Date). The Annuity Calculation Date will be no more than 10 business
days  before  the  Income  Date.  We ask that you  allocate  your money in whole
percentages. Each allocation must be at least 10%.

Currently,  you may invest in 10 investment choices (which includes the Variable
Options and the Fixed Payment Option).  We may, in the future,  limit the number
of Variable Options that you may invest in at one time (except in Texas).

Once we receive your  Purchase  Payment and the necessary  information,  we will
issue your Contract and allocate your 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.  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). You will receive
back the value of your  Contract on the day we receive  your  request,  less any
Annuity  Payments paid in states where permitted.  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 the period  required in your state).  If that is the case,  we
reserve the right to allocate your 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 Option(s) you have
selected.

VIP 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  prior to the
Annuity  Calculation Date, we use a measurement called a VIP Unit (which is like
a share of a mutual fund). On and after the Annuity Calculation Date, we call it
an Annuity Unit.

Every business day we determine the value of a VIP Unit for each Variable Option
by:

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

2.   subtracting  from that amount any  insurance  charges and any other charges
     such as taxes we have deducted; and

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

The value of a VIP Unit may go up or down from day to day.

When you make the Purchase Payment,  we credit your Contract with VIP Units. The
number of VIP 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 VIP Unit.

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

EXAMPLE:

On Monday we receive your Purchase Payment of $35,000. You have told us you want
this to go to the  Growth  and Income  Fund.  When the New York  Stock  Exchange
closes on that  Tuesday,  we determine  that the value of a VIP Unit based on an
investment  in the Growth and Income Fund is $12.50.  We then divide  $35,000 by
$12.50 and credit  your  Contract  on Tuesday  night with 2800 VIP Units.  (This
example assumes there are no premium taxes in your state.)


4. INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

The  Contract  offers  Variable  Options,  which  invest in Class 1 shares of 18
Portfolios of Franklin Valuemark Funds. The Contract also offers a Fixed Payment
Option 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

PORTFOLIO SEEKING INCOME
High Income Fund                                   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
Mutual Discovery Securities Fund                   FMA
Small Cap Fund                                     FA
Templeton Developing Markets Equity Fund           TAM
Templeton Global Growth Fund                       TGA
Templeton International Equity Fund                FA
Templeton International Smaller Companies Fund     TIC
Templeton Pacific Growth Fund                      FA

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 18 Variable Options.  You cannot make transfers
from the Fixed Payment Option to the Variable Options.

We currently  allow you to make as many  transfers as you want each year. We may
limit  this in the  future.  However,  you will  always  be  allowed  at least 6
transfers each year. 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 may reject any specific
Purchase  Payment  allocation  or transfer  request  from any person,  if in the
Portfolio managers' judgment,  a Portfolio would be unable to invest effectively
in accordance with its investment  objectives and policies,  or if the Portfolio
would be potentially adversely affected.

The following applies to any transfer:

1.   You cannot make transfers during the free look period.

2.   Your request for a transfer  must clearly state which  Variable  Options or
     the Fixed Payment Option is involved in the transfer.

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

4.   You cannot  make a transfer if it would  cause any  Variable  Option or the
     Fixed  Payment  Option to provide less than 10% of the benefits  under your
     Contract.

5.   You can make at least one allocation to the Fixed Payment Option. Both your
     initial  allocation  to the Fixed  Payment  Option and each transfer to the
     Fixed Payment Option will be treated as an allocation.

TELEPHONE TRANSFERS

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,  we will  accept  instructions  from  either one of you unless you
instruct  us  otherwise.  We 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. We tape record all telephone instructions.

VOTING PRIVILEGES

We are 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,  we will obtain from you and other Contract Owners instructions
as to how to vote those shares. When we receive those instructions, we will vote
all of the shares we own in  proportion  to those  instructions.  This will also
include any shares that we own on our own behalf. If we determine that we are 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 will not do this without the prior approval of the
Securities and Exchange Commission.  We will give you notice of our intention to
do this.


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

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

INSURANCE CHARGES

Each day, we make a deduction for insurance  charges.  We do this as part of our
calculation of the value of the VIP Units and the Annuity  Units.  The insurance
charge has two parts:  1) the  mortality  and expense  risk  charge,  and 2) the
administrative charge.

o    MORTALITY  AND EXPENSE RISK CHARGE.  During the  Accumulation  Phase,  this
     charge is equal, on an annual basis, to 1.25% of the average daily value of
     the  Contract  invested  in a  Variable  Option,  after  the  deduction  of
     expenses.  This  charge  compensates  us for  all  the  insurance  benefits
     provided by your Contract (for example, our contractual  obligation to make
     Annuity  Payments,  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).

o    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 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.

COMMUTATION FEE

Under  certain  circumstances,  you can  liquidate  (withdraw)  all or part of a
Variable  Option of the Contract.  When you make a  liquidation,  the amount you
receive  will be  reduced  by the  commutation  fee.  The  commutation  fee is a
percentage of the amount withdrawn. The commutation fee is equal to:

        CONTRACT YEAR                 CHARGE
     -------------------------------------------
              1                         5%
              2                         5%
              3                         4%
              4                         3%
              5                         2%
      6 (& thereafter)                  1%

After the first Contract year, you may make one  liquidation  from your Contract
each year if you have  selected  Annuity  Options  2 or 4. If you have  selected
Annuity  Option 6, you may make a  liquidation  once each year  beginning in the
first year.  If you have chosen  Annuity  Option 6 and you bought your  Contract
before May 1,  1998,  the  commutation  fee is 1% of the  amount  liquidated  in
Contract year 1.

PREMIUM TAXES

Some  states  and other  governmental  entities  (e.g.,  municipalities)  charge
premium  taxes or similar  taxes.  We are  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.  Premium taxes  generally range from 0% to 3.5% of the Purchase
Payment, depending on the state. For information regarding premium taxes in your
state, contact your agent or our VIP Service Center.

INCOME TAXES

We reserve the right to deduct from the  Contract  for any income taxes which we
may  incur  because  of the  Contract.  Currently,  we are 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 above in the Fee Table
and in the attached prospectus for Franklin Valuemark Funds.


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

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

ANNUITY CONTRACTS IN GENERAL

Annuity  contracts  are a means of setting  aside money for future needs and for
providing a series of  periodic  payments  for life or a fixed  number of years.
Congress recognized how important saving for retirement was and provided special
rules in the Internal Revenue Code (Code) for annuities.

Simply  stated these rules provide that you will not be taxed on the 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 as to how you will be
taxed  depending  on how you take the  money  out and the  type of  Contract  --
Qualified or Non-Qualified (see following sections).

You, as the Owner,  will not be taxed on increases in the value of your Contract
until a  distribution  occurs -- either as a surrender  or as Annuity  Payments.
When you make a surrender you are taxed on the amount of the  surrender  that is
earnings. For Annuity Payments, different rules apply. A portion of each Annuity
Payment is treated as a partial return of your Purchase  Payment 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
Payment are fully includible in income.

QUALIFIED AND NON-QUALIFIED CONTRACTS

If  you  purchase  the  Contract  as an  individual  and  not  as an  individual
retirement annuity, your Contract is referred to as a Non-Qualified Contract.

If you purchase the Contract as an individual  retirement annuity, your Contract
is referred to as a Qualified Contract.

LIQUIDATIONS -- NON-QUALIFIED CONTRACTS

If the value of your Contract  exceeds your Purchase  Payment,  any  withdrawals
will be included in taxable  income to the extent of earnings in your  Contract.
The Code also provides that any amount received under an annuity contract, which
is included in income, may be subject to a penalty. The amount of the penalty is
equal to 10% of the amount that is includible in income. Some distributions will
be exempt from the penalty. They include any amounts:

(1)  paid on or after you reach age 591/2;

(2)  paid after you die;

(3)  paid if you become totally disabled (as that term is defined in the Code);

(4)  paid in a series of  substantially  equal  payments  made annually (or more
     frequently) under a lifetime annuity;

(5)  paid as annuity payments under an immediate annuity; or

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

The Code does not specifically address withdrawals (liquidations) from immediate
annuity  contracts.  A Private  Letter  Ruling  issued by the  Internal  Revenue
Service  concludes  that the  ability  to make  withdrawals  does not  prevent a
contract from qualifying as an immediate annuity.  However,  the Ruling does not
address  the issue of  whether a  withdrawal  would  affect  the  favorable  tax
treatment of the annuity payments made before and after the withdrawal under the
requirement that all immediate annuity payment must be substantially  equal. The
loss of  favorable  tax  treatment  would mean that the  income  portion of each
annuity payment received prior to your attaining age 591/2 would be subject to a
10% penalty tax unless  another  exception  to the  penalty tax  applies.  While
Allianz Life currently  believes that such withdrawals will not adversely affect
the  favorable  tax  treatment of annuity  payments  received  before or after a
withdrawal  and  Allianz  Life  intends to perform its tax  reporting  functions
accordingly,  there can be no assurance that the Internal  Revenue  Service will
not take a contrary  position.  You should obtain  competent tax advice prior to
making a partial or total liquidation (withdrawal).

LIQUIDATIONS -- QUALIFIED CONTRACTS

If you make a  withdrawal  under an IRA  Contract,  a portion  of the  amount is
taxable,  generally  based on the ratio of your cost basis to the total  accrued
benefit under the contract.  Often in the case of IRA's,  there is no cost basis
which  results in the full amount of the  withdrawal  being  included in taxable
income.  The Code  imposes  a 10%  penalty  tax on the  taxable  portion  of any
distributions  from qualified  retirement  plans,  including IRA Contracts.  The
penalty tax will not apply to the following distributions:

(a)  distributions made on or after the date you reach age 591/2;

(b)  distributions   following  your  death  or  disability  (for  this  purpose
     disability is as defined in Section 72(m)(7) of the Code);

(c)  distributions  that are part of a series of  substantially  equal  periodic
     payments  made at least  yearly for your life (or life  expectancy)  or the
     joint  lives  (or  joint  life  expectancies)  of you and  your  designated
     Beneficiary;

(d)  distributions  made to you to the extent such  distributions  do not exceed
     the amount allowable as a deduction under Code Section 213 for amounts paid
     during the taxable year for medical care;

(e)  distributions  for the  purchase  of medical  insurance  (as  described  in
     Section 213(d)(1)(D) of the Code) for you and your spouse and dependents if
     you have  received  unemployment  compensation  for at least 12 weeks (this
     exception will no longer apply after you have been re-employed for at least
     60 days);

(f)  distributions  made to you to the extent such  distributions  do not exceed
     your qualified higher education expenses (as defined in Section 72(t)(7) of
     the Code) for the taxable year; and

(g)  distributions  which are qualified first time home buyer  distributions (as
     defined in Section 72(t)(8) of the Code).

With  respect  to (c)  above,  if the  series of  substantially  equal  periodic
payments is  modified  before the later of your  attaining  age 591/2 or 5 years
from the date of the  first  annuity  payment,  then the tax for the year of the
modification  is  increased  by the  penalty  tax that would  have been  imposed
without the  exception,  plus  interest for the tax years in which the exception
was used. A partial  liquidation may result in the modification of the series of
annuity  payments made after such  liquidation and therefore could result in the
imposition  of the 10%  penalty  tax and  interest  for the period as  described
above.  You should obtain  competent tax advice before you make any liquidations
from an IRA  Contract.  Any amounts  distributed  will only be paid to you, your
Annuitant  or your  Beneficiary.  Allianz  Life  will not  transfer  or pay such
amounts to another IRA or tax qualified plan.

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  of  Franklin
Valuemark Funds 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 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
- --------------------------------------------------------------------------------

If  you  have  chosen  Annuity  Options  2,  4 or 6 you  may  make  liquidations
(withdrawals)  from your  Contract  under the  certain  circumstances  described
below.

Annuity  Options  2 and 4: If you  have  selected  Annuity  Option  2 or 4 and a
portion of your  payments come from the Variable  Options,  you may make partial
liquidations  (withdrawals)  from your Contract.  You can only make liquidations
after the first Contract year. During the lifetime of the Annuitant(s) and while
the  number  of  Annuity  Payments  made is less than the  guaranteed  number of
payments  elected under the Annuity Option,  you can request a liquidation  once
each year. You can liquidate a portion of the Total  Liquidation  Value.  (Total
Liquidation  Value is referred to as "Total  Withdrawal  Value" in your Contract
and  endorsement.)  The Total Liquidation Value is equal to the present value of
the remaining guaranteed Annuity Payments (allocated to the Variable Options) to
the end of the period certain  commuted at the AIR, less a commutation  fee. The
total  amount you can  liquidate  is  guaranteed  to not be less than 25% of the
Total  Liquidation  Value.  Currently,  you may liquidate up to 75% of the Total
Liquidation  Value.  Allianz  Life may change  this  amount in the  future.  The
minimum  amount  you can  liquidate  is the  lesser of  $2,500 or the  remaining
portion of the Total  Liquidation  Value  available  to be  liquidated.  Partial
liquidations may not be available in your state.

After a partial  liquidation,  the subsequent monthly Annuity Payment during the
guaranteed  period  certain  will be  reduced  by the  percentage  of the  Total
Liquidation Value liquidated, including the commutation fee.

Annuity Option 6: If you have selected  Annuity Option 6, you can currently make
one liquidation each year. You may liquidate the Total Liquidation Value of your
Contract.  The  Total  Liquidation  Value is equal to the  present  value of the
remaining  Annuity Payments to the end of the period certain commuted at the AIR
less a commutation fee. The amount of the commutation fee depends on whether you
bought your Contract before May 1, 1998. Allianz Life may restrict the amount of
a partial  liquidation  to a  minimum  of  $2,500.  We may  require  a  complete
liquidation of your Contract if the remaining Total  Liquidation Value after you
request a partial  liquidation  would be less than  $35,000.  Allianz  Life will
require you to return your Contract before we pay the entire commuted value.

We will process partial  liquidations on the next Annuity Calculation Date after
your written request for a liquidation.

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

SUSPENSION OF PAYMENTS OR TRANSFERS

We may be required to suspend or postpone payments for liquidations 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 we 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.


8. PERFORMANCE
- --------------------------------------------------------------------------------

We  periodically  advertise  performance.   We  will  calculate  performance  by
determining  the  percentage  change in the value of a VIP Unit by dividing  the
increase  (decrease) for that unit by the value of the VIP Unit at the beginning
of the period.  This performance  number reflects the deduction of the insurance
charges and the expenses of the  Portfolios.  We 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.

We may in the future also advertise yield information. If we do, we will provide
you  with  information   regarding  how  yield  is  calculated.   More  detailed
information regarding how performance is calculated is found in the SAI.

We base any performance advertised on historical data. This performance does not
guarantee future results of the Portfolios.


9. DEATH BENEFIT
- --------------------------------------------------------------------------------

IF YOU DIE BEFORE THE INCOME DATE AND THERE IS NO JOINT ANNUITANT, WE WILL TREAT
YOUR CONTRACT AS IF WE HAD NEVER ISSUED IT. WE WILL RETURN THE PURCHASE  PAYMENT
TO YOUR ESTATE.

If you have chosen either  Annuity  Option 3, 4 or 6 with a Joint  Annuitant and
either you or the Joint  Annuitant  dies  before the Income  Date,  the  Annuity
Option will be changed to Option 2 with 10 years of payments guaranteed.  If the
survivor's  life  expectancy  is less than 10 years,  the  period of  guaranteed
payments will be 5 years instead.

If you or the  Joint  Annuitant  dies on or after  the  Income  Date,  the death
benefit, if any, will be paid under the Annuity Option selected. We will require
proof of death.  We may delay paying the death  benefit until we receive any tax
consents and/or forms from a state.


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).  The Separate  Account holds the assets that underlie the
Contracts  (except assets allocated to the Fixed Payment  Option).  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.  ("Advisers")
for it and/or certain of its  affiliates to provide  certain  marketing  support
services. NFP compensates these entities for their services.

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers  will be paid  commissions  at the time of purchase up to 4.0% of
the Purchase Payment.  Broker-dealers  are also paid a trail commission of up to
 .40% of the  remaining  payout  value that  remains  under your  Annuity  Option
invested in a Portfolio  (trail  commissions are not paid on amounts invested in
the  Fixed  Payment  Option.).  We (by  agreement  with the  broker-dealer)  pay
commissions as a combination of a certain  percentage amount at the time of sale
and a trail  commission  (which  when  combined  could  be  more  than 4% of the
Purchase Payment). In addition,  Allianz Life and Advisers and/or its affiliates
may pay certain  sellers for other services not directly  related to the sale of
the Contracts (such as special marketing support allowances).

ADMINISTRATION

We have hired Templeton Funds Annuity Company (in California,  doing business as
"Templeton  Funds Life & Annuity  Insurance  Company")  (VIP Service  Center) to
perform   certain   administrative   services   regarding  the  Contracts.   The
administrative  services  include  issuance of the Contracts and  maintenance of
Contract  Owner's  records.  Templeton  Funds Annuity Company has entered into a
reinsurance agreement with us regarding certain risks under the Contracts.

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

Calculation of Performance Data                        2

Federal Tax Status                                     5

Annuity Provisions                                     8

Financial Statements                                   9


<PAGE>

<TABLE>
<CAPTION>

APPENDIX A
- --------------------------------------------------------------------------------

CONDENSED FINANCIAL INFORMATION

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

The table below gives per VIP Unit  information  about the financial  history of
each Sub-Account from the inception of each to December 31, 1998.

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

(Number of units in Thousands)
                                               GLOBAL                                                     MUTUAL
                                   CAPITAL    UTILITIES   GROWTH &    HIGH       INCOME       MONEY     DISCOVERY
SUB-ACCOUNTS:                      GROWTH    SECURITIES    INCOME    INCOME    SECURITIES     MARKET    SECURITIES
- -------------------------------------------------------------------------------------------------------------------
<S>                               <C>        <C>         <C>         <C>        <C>         <C>         <C>
YEAR ENDED DEC. 31, 1998
Unit value at beginning of period $13.130     $25.818     $24.551    $21.312     $25.065     $13.865     $11.983
Unit value at end of period       $15.574     $28.308     $26.226    $21.208     $25.122     $14.386     $11.226
Number of units outstanding
 at end of period                   8,454      30,851      40,480     14,987      39,420      22,032       9,718
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period $11.254     $20.654     $19.490    $19.375     $21.708     $13.359     $10.180
Unit value at end of period       $13.130     $25.818     $24.551    $21.312     $25.065     $13.865     $11.983
Number of units outstanding
 at end of period                   5,673      39,623      46,962     18,871      49,812      20,982        9,940
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period $10.000*    $19.565     $17.310    $17.252     $19.785     $12.883     $10.000*
Unit value at end of period       $11.254     $20.654     $19.490    $19.375     $21.708     $13.359     $10.180
Number of units outstanding
 at end of period                   3,722      53,086      50,027     20,736      57,504      28,060        1,471
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period      NA     $15.104     $13.215    $14.608     $16.392     $12.354          NA
Unit value at end of period            NA     $19.565     $17.310    $17.252     $19.785     $12.883          NA
Number of units outstanding
 at end of period                      NA      66,669      46,893     !8,756      59,309      31,040          NA
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period      NA     $17.319     $13.677    $15.155     $17.734     $12.066          NA
Unit value at end of period            NA     $15.104     $13.215    $14.608     $16.392     $12.354          NA
Number of units outstanding
 at end of period                      NA      70,082      35,695     15,679      56,569      39,437          NA
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period      NA     $15.889     $12.574    $13.278     $15.163     $11.932          NA
Unit value at end of period            NA     $17.319     $13.677    $15.155     $17.734     $12.066          NA
Number of units outstanding
 at end of period                      NA      84,217      24,719     11,787      38,967      10,247          NA
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period      NA     $14.821     $11.949    $11.583     $13.580     $11.742          NA
Unit value at end of period            NA     $15.889     $12.574    $13.278     $15.163     $11.932          NA
Number of units outstanding
 at end of period                      NA      39,387      17,144      4,780      11,397       6,951          NA
YEAR ENDED DEC. 31, 1991
Unit value at beginning of period      NA     $12.062     $ 9.803     $9.026      $9.842     $11.288          NA
Unit value at end of period            NA     $14.821     $11.949    $11,583     $13.580     $11.742          NA
Number of units outstanding
 at end of period                      NA      16,188       9,671      1,923       4,472       5,682          NA
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period      NA     $12.010     $10.180    $10.021     $10.783     $10.637          NA
Unit value at end of period            NA     $12.062      $9.803     $9.026      $9.842     $11.288          NA
Number of units outstanding
 at end of period                      NA       6,300       5,356      1,056       3,011       5,768          NA
PERIOD FROM INCEPTION* TO DEC. 31, 1989
Unit value at beginning of period      NA     $10.000     $10.000    $10.000     $10.000     $10.000          NA
Unit value at end of period            NA     $12.010     $10.180    $10.021     $10.783     $10.637          NA
Number of units outstanding
 at end of period                      NA       1,173       1,662        612       1,508       1,199          NA

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

(Number of units in Thousands)
                                                                               TEMPLETON    TEMPLETON
                                    MUTUAL                                     DEVELOPING    GLOBAL     TEMPLETON
                                    SHARES   REAL ESTATE   RISING     SMALL     MARKETS      ASSET       GLOBAL
SUB-ACCOUNTS:                     SECURITIES SECURITIES   DIVIDENDS    CAP      EQUITY     ALLOCATION    GROWTH
- -------------------------------------------------------------------------------------------------------------------
<S>                               <C>         <C>         <C>        <C>        <C>         <C>         <C>
YEAR ENDED DEC. 31, 1998
Unit value at beginning of period $11.993     $28.169     $20.074    $14.952     $10.340     $13.786     $15.176
Unit value at end of period       $11.837     $23.107     $21.165    $14.600     $ 7.993     $13.589     $16.309
Number of units outstanding
 at end of period                  18,133       9,639      27,683     14,856      15,989       4,056      34,226
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period $10.330     $23.668     $15.303    $12.913     $11.487     $12.514     $13.560
Unit value at end of period       $11.993     $28.169     $20.074    $14.952     $10.340     $13.786     $15.176
Number of units outstanding
 at end of period                  18,744      13,445      33,250     16,924      23,007       5,229      41,432
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period $10.000*    $18.073     $12.498    $10.146     $ 9.582     $10.591     $11.339
Unit value at end of period       $10.330     $23.668     $15.303    $12.913     $11.487     $12.514     $13.560
Number of units outstanding
 at end of period                   2,613      12,757      35,569     12,784      22,423       4,104      40,327
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period      NA     $15.594     $ 9.769    $10.000*    $ 9.454     $10.000*    $10.201
Unit value at end of period            NA     $18.073     $12.498    $10.146     $ 9.582     $10.591     $11.339
Number of units outstanding
 at end of period                      NA      10,998      33,789      1,302      15,618       1,338      28,309
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period      NA     $15.369     $10.327         NA     $10.000*         NA     $10.000*
Unit value at end of period            NA     $15.594      $9.769                $ 9.454          NA     $10.201
Number of units outstanding
 at end of period                      NA      11,645      28,778         NA       9,774          NA      14,637
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period      NA     $13.095     $10.848         NA          NA          NA          NA
Unit value at end of period            NA     $15.369     $10.327         NA          NA          NA          NA
Number of units outstanding
 at end of period                      NA       5,589      26,256         NA          NA          NA          NA
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period      NA     $11.848     $10.000*        NA          NA          NA          NA
Unit value at end of period            NA     $13.095     $10.848         NA          NA          NA          NA
Number of units outstanding
 at end of period                      NA       1,052       8,388         NA          NA          NA          NA
YEAR ENDED DEC. 31, 1991
Unit value at beginning of period      NA     $ 9.000          NA         NA          NA          NA          NA
Unit value at end of period            NA     $11.848          NA         NA          NA          NA          NA
Number of units outstanding
 at end of period                      NA         394          NA         NA          NA          NA          NA
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period      NA     $10.368          NA         NA          NA          NA          NA
Unit value at end of period            NA     $ 9.000          NA         NA          NA          NA          NA
Number of units outstanding
 at end of period                      NA         200          NA         NA          NA          NA          NA
PERIOD FROM INCEPTION* TO DEC. 31, 1989
Unit value at beginning of period      NA     $10.000          NA         NA          NA          NA          NA
Unit value at end of period            NA     $10.368          NA         NA          NA          NA          NA
Number of units outstanding
 at end of period                      NA          57          NA         NA          NA          NA          NA

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
(Number of units in Thousands)
                                                                  TEMPLETON
                                              TEMPLETON         INTERNATIONAL        TEMPLETON
                                            INTERNATIONAL          SMALLER            PACIFIC              VALUE
SUB-ACCOUNTS:                                  EQUITY                COS              GROWTH            SECURITIES
- -------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                <C>                <C>                 <C>
YEAR ENDED DEC. 31, 1998
Unit value at beginning of period              $17.711            $10.825            $ 9.431             $10.000
Unit value at end of period                    $18.437            $ 9.364            $ 8.078              $7.717
Number of units outstanding
 at end of period                               44,256              1,533             10,669                 719
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period              $16.081            $11.145            $14.932                  NA
Unit value at end of period                    $17.711            $10.825            $ 9.431                  NA
Number of units outstanding
 at end of period                               58,179              1,998             15,833                  NA
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period              $13.263            $10.000*           $13.630                  NA
Unit value at end of period                    $16.081            $11.145            $14.932                  NA
Number of units outstanding
 at end of period                               64,375              1,388             22,061                  NA
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period              $12.161                 NA            $12.802                  NA
Unit value at end of period                    $13.263                 NA            $13.630                  NA
Number of units outstanding
 at end of period                               59,883                 NA             22,483                  NA
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period              $12.226                 NA            $14.233                  NA
Unit value at end of period                    $12.161                 NA            $12.802                  NA
Number of units outstanding
 at end of period                               60,464                 NA             27,231                  NA
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period              $ 9.642                 NA            $ 9.761                  NA
Unit value at end of period                    $12.226                 NA            $14.233                  NA
Number of units outstanding
 at end of period                               24,026                 NA             14,240                  NA
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period              $10.000*                NA            $10.000*                 NA
Unit value at end of period                    $ 9.642                 NA            $ 9.761                  NA
Number of units outstanding
 at end of period                                1,329                 NA                534                  NA
YEAR ENDED DEC. 31, 1991
Unit value at beginning of period                   NA                 NA                 NA                  NA
Unit value at end of period                         NA                 NA                 NA                  NA
Number of units outstanding
 at end of period                                   NA                 NA                 NA                  NA
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period                   NA                 NA                 NA                  NA
Unit value at end of period                         NA                 NA                 NA                  NA
Number of units outstanding
 at end of period                                   NA                 NA                 NA                  NA
PERIOD FROM INCEPTION* TO DEC. 31, 1989
Unit value at beginning of period                   NA                 NA                 NA                  NA
Unit value at end of period                         NA                 NA                 NA                  NA
Number of units outstanding
 at end of period                                   NA                 NA                 NA                  NA
<FN>
*Unit Value at inception was $10.00.
</FN>

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

</TABLE>

<PAGE>

APPENDIX B
- --------------------------------------------------------------------------------

ILLUSTRATION OF ANNUITY INCOME

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

Your  variable  annuity  income may be more or less than the income shown if the
actual  returns of the  Portfolios  you select are  different  than those  shown
below. Since it is very likely that investment returns will fluctuate over time,
the amount of variable annuity income you will receive will also fluctuate.  The
total  amount  of  annuity  income  you  actually  receive  will  depend  on the
cumulative  investment  returns of the Portfolios you choose,  how long you live
and the Annuity Option you choose.

Another factor which will affect the amount of variable  annuity income you will
receive is the Assumed  Investment  Return (AIR).  Income will increase from one
Income Date to the next if the annualized net rate of return during that time is
greater than the AIR you choose.  It will decrease if the annualized net rate of
return is less than the AIR.

There are three  illustrations.  The first is based on a 3% AIR,  the  second is
based on a 5% AIR,  and the  third  is based on a 7% AIR.  The 7% AIR may not be
available in your state.  (Check with your registered  representative  regarding
availability).

The income amounts shown reflect the deduction of all fees and expenses.  Actual
Portfolio  fees and expenses  will vary from year to year and from  Portfolio to
Portfolio.  Actual  expenses  may be higher  or lower  than the rate used in the
illustrations.  The illustrations assume that each Portfolio will incur expenses
at an  average  annual  rate of 0.79% of the  average  daily  net  assets of the
Portfolio.  The insurance  charges are  calculated at an annual rate of 1.40% of
the  average  daily net  assets of the  Separate  Account.  After  taking  these
expenses  and charges  into  consideration,  the  illustrated  gross  investment
returns  of 0%, 6% and 12% are  approximately  equal to net rates  (which  means
after expenses have been deducted) of -2.16%, 3.71% and 9.58%, respectively.

<PAGE>

<TABLE>
<CAPTION>

                                        VALUEMARK INCOME PLUS ILLUSTRATION

ANNUITANT:                  John Doe                       ANNUITY PURCHASE AMOUNT:           $100,000
DATE OF BIRTH:              1/1/1930                       EFFECTIVE DATE:                    12/1/1999
ANNUITY INCOME OPTION:      Single Life Annuity            FIRST ANNUITY INCOME DATE:         1/1/2000
PREMIUM TAX:                0%                             FREQUENCY OF ANNUITY INCOME:       Monthly
                                                           ASSUMED INVESTMENT RETURN:         3%

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

                                              MONTHLY ANNUITY PAYMENTS
                                       Annual rate of return before expenses:            0%          6%        12%
Annuity Income Date           Age      Annual rate of return after expenses:         -2.16%       3.71%      9.58%
- ------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                     <C>         <C>        <C>
January 1, 2000               70                                                       $622        $625       $628
January 1, 2001               71                                                        591         629        668
January 1, 2002               72                                                        561         634        711
January 1, 2003               73                                                        533         638        756
January 1, 2004               74                                                        506         642        805
January 1, 2009               79                                                        391         665      1,097
January 1, 2014               84                                                        303         688      1,494
January 1, 2019               89                                                        234         712      2,037
January 1, 2024               94                                                        181         737      2,776

</TABLE>

<PAGE>

The  investment  rates of return  shown are  hypothetical  only.  You should not
consider them to represent past or future investment  performance.  Actual rates
of return  may be more or less than those  shown and will  depend on a number of
factors.


<TABLE>
<CAPTION>
The following table summarizes  Annuity Income with an Assumed Investment Return
of 3%. This table is presented graphically in the printed prospectus.

                           Monthly Payment Amount
         ------------------------------------------------------------
               -2.16%               3.71%               9.58%
             Annual Rate         Annual Rate         Annual Rate
              of Return           of Return           of Return
  Year     After Expenses      After Expenses      After Expenses
- ---------------------------------------------------------------------
<S>        <C>                 <C>                 <C>

    1               $ 622               $ 625               $ 628
    2                 591                 629                 668
    3                 561                 634                 711
    4                 533                 638                 756
    5                 506                 642                 805
    6                 481                 647                 856
    7                 457                 651                 911
    8                 434                 656                 969
    9                 412                 660               1,031
   10                 391                 665               1,097
   11                 372                 669               1,167
   12                 353                 674               1,241
   13                 336                 679               1,320
   14                 319                 683               1,405
   15                 303                 688               1,494
   16                 288                 693               1,590
   17                 273                 697               1,691
   18                 259                 702               1,799
   19                 246                 707               1,914
   20                 234                 712               2,037
   21                 222                 717               2,167
   22                 211                 722               2,305
   23                 201                 727               2,452
   24                 191                 732               2,609
   25                 181                 737               2,776
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                        VALUEMARK INCOME PLUS ILLUSTRATION

ANNUITANT:                  John Doe                       ANNUITY PURCHASE AMOUNT:           $100,000
DATE OF BIRTH:              1/1/1930                       EFFECTIVE DATE:                    12/1/1999
ANNUITY INCOME OPTION:      Single Life Annuity            FIRST ANNUITY INCOME DATE:         1/1/2000
PREMIUM TAX:                0%                             FREQUENCY OF ANNUITY INCOME:       Monthly
                                                           ASSUMED INVESTMENT RETURN:         5%

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

                                              MONTHLY ANNUITY PAYMENTS
                                       Annual rate of return before expenses:            0%          6%        12%
Annuity Income Date           Age      Annual rate of return after expenses:         -2.16%       3.71%      9.58%
- ------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                     <C>         <C>        <C>
January 1, 2000               70                                                       $738        $741       $745
January 1, 2001               71                                                        687         732        778
January 1, 2002               72                                                        640         723        811
January 1, 2003               73                                                        597         714        847
January 1, 2004               74                                                        556         706        884
January 1, 2009               79                                                        391         663      1,094
January 1, 2014               84                                                        274         623      1,354
January 1, 2019               89                                                        193         586      1,676
January 1, 2024               94                                                        135         551      2,075

</TABLE>

<PAGE>

The  investment  rates of return  shown are  hypothetical  only.  You should not
consider them to represent past or future investment  performance.  Actual rates
of return  may be more or less than those  shown and will  depend on a number of
factors.


<TABLE>
<CAPTION>
The following table summarizes  Annuity Income with an Assumed Investment Return
of 5%. This table is presented graphically in the printed prospectus.

                           Monthly Payment Amount
         ------------------------------------------------------------
               -2.16%               3.71%               9.58%
             Annual Rate         Annual Rate         Annual Rate
              of Return           of Return           of Return
  Year     After Expenses      After Expenses      After Expenses
- ---------------------------------------------------------------------
<S>        <C>                 <C>                 <C>
    1               $ 738               $ 741               $ 745
    2                 687                 732                 778
    3                 640                 723                 811
    4                 597                 714                 847
    5                 556                 706                 884
    6                 518                 697                 922
    7                 483                 688                 962
    8                 450                 680               1,004
    9                 419                 671               1,048
   10                 391                 663               1,094
   11                 364                 655               1,142
   12                 339                 647               1,191
   13                 316                 639               1,243
   14                 294                 631               1,298
   15                 274                 623               1,354
   16                 256                 616               1,413
   17                 238                 608               1,475
   18                 222                 601               1,539
   19                 207                 593               1,606
   20                 193                 586               1,676
   21                 180                 579               1,749
   22                 167                 572               1,826
   23                 156                 565               1,905
   24                 145                 558               1,988
   25                 135                 551               2,075
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                        VALUEMARK INCOME PLUS ILLUSTRATION

ANNUITANT:                  John Doe                       ANNUITY PURCHASE AMOUNT:           $100,000
DATE OF BIRTH:              1/1/1930                       EFFECTIVE DATE:                    12/1/1999
ANNUITY INCOME OPTION:      Single Life Annuity            FIRST ANNUITY INCOME DATE:         1/1/2000
PREMIUM TAX:                0%                             FREQUENCY OF ANNUITY INCOME:       Monthly
                                                           ASSUMED INVESTMENT RETURN:         7%

The amount of monthly  variable  annuity  income  shown in the table  below and the graph  that  follows  assumes a
constant annual investment  return.  The amount of variable annuity income that you actually receive will depend on
the  investment  performance  of the  Portfolio(s)  you choose.  The variable  annuity income can go up or down. No
minimum dollar amount of variable  annuity income is  guaranteed.  The amounts shown are based on a 7% AIR.  Income
will remain constant at $861 per month when the net rate of return after expenses is 7% (annually).  The 7% AIR may
not be available in your state.

                                              MONTHLY ANNUITY PAYMENTS
                                       Annual rate of return before expenses:            0%          6%        12%
Annuity Income Date           Age      Annual rate of return after expenses:         -2.16%       3.71%      9.58%
- ------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                     <C>         <C>        <C>
January 1, 2000               70                                                       $859        $864       $868
January 1, 2001               71                                                        786         837        889
January 1, 2002               72                                                        719         811        910
January 1, 2003               73                                                        657         786        932
January 1, 2004               74                                                        601         762        955
January 1, 2009               79                                                        384         652      1,075
January 1, 2014               84                                                        245         558      1,211
January 1, 2019               89                                                        157         477      1,365
January 1, 2024               94                                                        100         408      1,537

</TABLE>

<PAGE>

The  investment  rates of return  shown are  hypothetical  only.  You should not
consider them to represent past or future investment  performance.  Actual rates
of return  may be more or less than those  shown and will  depend on a number of
factors.

<TABLE>
<CAPTION>
The following table summarizes  Annuity Income with an Assumed Investment Return
of 7%. This table is presented graphically in the printed prospectus.

                           Monthly Payment Amount
         ------------------------------------------------------------
               -2.16%               3.71%               9.58%
             Annual Rate         Annual Rate         Annual Rate
              of Return           of Return           of Return
  Year     After Expenses      After Expenses      After Expenses
- ---------------------------------------------------------------------
<S>        <C>                 <C>                 <C>
    1               $ 859               $ 864               $ 868
    2                 786                 837                 889
    3                 719                 811                 910
    4                 657                 786                 932
    5                 601                 762                 955
    6                 549                 739                 978
    7                 502                 716               1,001
    8                 459                 694               1,025
    9                 420                 673               1,050
   10                 384                 652               1,075
   11                 351                 632               1,101
   12                 321                 612               1,128
   13                 294                 594               1,155
   14                 268                 575               1,183
   15                 245                 558               1,211
   16                 224                 541               1,241
   17                 205                 524               1,271
   18                 188                 508               1,301
   19                 172                 492               1,333
   20                 157                 477               1,365
   21                 143                 462               1,398
   22                 131                 448               1,431
   23                 120                 434               1,466
   24                 110                 421               1,501
   25                 100                 408               1,537
</TABLE>
    







                       This page intentionally left blank.



<PAGE>                    

                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION
                              INDIVIDUAL IMMEDIATE
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                   MAY 1, 1999


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

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

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

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

CONTENTS                                           PAGE

Company .........................................     2
Experts .........................................     2
Legal Opinions ..................................     2
Distributor .....................................     2
Calculation of Performance Data .................     2
Federal Tax Status ..............................     5
Annuity Provisions ..............................     8
Financial Statements ............................     9

                                                                   VIP SAI 05/99
<PAGE>

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

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


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

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


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

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


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

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


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

TOTAL RETURN

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

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

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

                                  P(1+T)n = ERV

where:

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

T  = average annual total return;

n  = number of years;

ERV = ending redeemable value of a hypothetical  $1,000 purchase payment made at
      the beginning  of the period at the end of the  period.  The  Company  may
      also  advertise  cumulative and total return  information  over  different
      periods of time. Cumulative total return is calculated in a similar manner
      as described above except that the results are not annualized.

YIELD

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

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

The  effective  yield  reflects the effects of  compounding  and  represents  an
annualization of the current return with all dividends reinvested.

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

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

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

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

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

where:

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

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

c = the average daily number of VIP Units outstanding during the period;

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

The above  formula will be used in  calculating  quotations  of yield,  based on
specified  30-day  periods (or one month)  identified  in the sales  literature,
advertisement, or communication.  The Company does not currently advertise yield
information for any Sub-Account (other than the Money Market Sub-Account).

PERFORMANCE RANKING

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

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

PERFORMANCE INFORMATION

Total  returns  reflect all aspects of a  Sub-Account's  return,  including  the
automatic  reinvestment by Allianz Life Variable Account B of all  distributions
and any change in a Sub-Account's  value over the period. The performance of the
Sub-Accounts  reflects  results  achieved prior to the date the Contracts  first
invested in the Sub-Accounts.

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

<PAGE>

<TABLE>
<CAPTION>

STANDARDIZED TOTAL RETURN

Average Annual Total Return for the periods ended December 31, 1998

                                                        INCEPTION           ONE              FIVE             SINCE
SUB-ACCOUNT                                               DATE              YEAR             YEARS          INCEPTION
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>              <C>                <C>
Capital Growth                                           5/1/96           18.62%                NA           18.06%
Global Utilities Securities                             1/24/89            9.64%            10.33%           11.04%
Growth and Income                                       1/24/89            6.83%            13.91%           10.19%
High Income.                                            1/24/89           -0.48%             6.95%            7.86%
Income Securities                                       1/24/89            0.23%             7.21%            9.71%
Money Market1                                           1/24/89            3.76%             3.68%            3.73%
Mutual Discovery Securities                             11/8/96           -6.32%                NA            5.54%
Mutual Shares Securities                                11/8/96           -1.30%                NA            8.18%
Real Estate Securities                                  1/24/89          -17.97%             8.50%            8.79%
Rising Dividends                                        1/27/92            5.44%            15.43%           11.42%
Small Cap                                               11/1/95           -2.36%                NA           12.69%
Templeton Developing Markets Equity                     3/15/94          -22.70%                NA           -4.56%
Templeton Global Asset Allocation                        5/1/95           -1.43%                NA            8.71%
Templeton Global Growth                                 3/15/94            7.46%                NA           10.73%
Templeton International Equity                          1/27/92            4.09%             8.56%            9.23%
Templeton International Smaller Companies                5/1/96            5.59%                NA           -2.43%
Templeton Pacific Growth                                1/27/92          -14.34%           -10.71%           -3.03%
Value Securities                                         5/1/98               NA                NA           12.70%

<FN>
1. Calculated with waiver of fees
</FN>
</TABLE>


<TABLE>
<CAPTION>

NON-STANDARDIZED TOTAL RETURN

Total Return for the periods ended December 31, 1998

                                                        ANNUAL TOTAL RETURN                 CUMULATIVE TOTAL RETURN
                                          -----------------------------------------------   -------------------------
                                          INCEPTION    ONE     THREE     FIVE     SINCE     THREE    FIVE     SINCE
SUB-ACCOUNT                                 DATE      YEAR     YEAR      YEAR   INCEPTION   YEAR     YEAR   INCEPTION
- ---------------------------------------------------------------------------------------------------------------------
<S>                                       <C>       <C>      <C>       <C>      <C>       <C>      <C>      <C>
Capital Growth                             5/1/96    18.62%       NA        NA   18.06%        NA       NA   55.74%
Global Utilities Securities               1/24/89     9.64%   13.10%    10.33%   11.04%    44.69%   63.45%  183.08%
Growth and Income                         1/24/89     6.83%   14.86%    13.91%   10.19%    51.51%   91.76%  162.26%
High Income                               1/24/89    -0.48%    7.13%     6.95%    7.86%    22.93%   39.94%  112.08%
Income Securities                         1/24/89     0.23%    8.29%     7.21%    9.71%    26.97%   41.66%  151.22%
Money Market1                             1/24/89     3.76%    3.74%     3.58%    3.73%    11.66%   19.23%   43.86%
Mutual Discovery Securities               11/8/96    -6.32%       NA        NA    5.54%        NA       NA   12.26%
Mutual Shares Securities                  11/8/96    -1.30%       NA        NA    8.18%        NA       NA   18.37%
Real Estate Securities                    1/24/89   -17.97%    8.54%     8.50%    8.79%    27.85%   50.35%  131.07%
Rising Dividends                          1/27/92     5.44%   19.20%    15.43%   11.42%    69.35%  104.95%  111.65%
Small Cap                                 11/1/95    -2.36%   12.90%        NA   12.69%    43.89%       NA   46.00%
Templeton Developing Markets Equity       3/15/94   -22.70%   -5.87%        NA   -4.56%   -16.58%       NA  -20.07%
Templeton Global Asset Allocation          5/1/95    -1.43%    8.66%        NA    8.71%    28.30%       NA   35.89%
Templeton Global Growth                   3/15/94     7.46%   12.88%        NA   10.73%    43.83%       NA   63.09%
Templeton International Equity            1/27/92     4.09%   11.60%     8.56%    9.23%    39.01%   50.80%   84.37%
Templeton International Smaller Companies  5/1/96     5.59%       NA        NA   -2.43%        NA       NA   -6.36%
Templeton Pacific Growth                  1/27/92   -14.34%  -16.00%   -10.71%   -3.03%   -40.73%  -43.24%  -19.22%
Value Securities                           5/1/98        NA       NA        NA   12.70%        NA       NA    7.26%

<FN>
1. Calculated with waiver of fees
</FN>
</TABLE>

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

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

ANNUITY INCOME

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


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

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

GENERAL

Section 72 of the Internal Revenue Code of 1986, as amended (the "Code") governs
taxation of annuities in general.  A Contract Owner is not taxed on increases in
the value of a Contract until distribution occurs,  either in the form of a lump
sum payment or as annuity payments under the Annuity Option elected. For annuity
payments, the portion of a payment includible in income equals the excess of the
payment over the exclusion amount.  The exclusion amount for payments based on a
variable annuity option is determined by dividing the investment in the Contract
(adjusted  for any period  certain or refund  guarantee)  by the number of years
over  which  the  annuity  is  expected  to  be  paid  (determined  by  Treasury
Regulations).  The exclusion amount for payments based on a fixed annuity option
is determined by multiplying the payment by the ratio that the cost basis of the
Contract  (adjusted  for any period  certain or refund  guarantee)  bears to the
expected  return under the Contract.  Payments  received after the investment in
the Contract has been recovered (i.e. the total of the excludable  amounts equal
the  investment in the Contract) are fully  taxable.  The taxable  portion of an
annuity  payment  is  taxed at  ordinary  income  rates.  For  certain  types of
Qualified Plans there may be no cost basis in the Contract within the meaning of
Section 72 of the Code. Contract Owners,  annuitants and beneficiaries under the
Contracts  should seek competent  financial advice about the tax consequences of
any distributions.

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

DIVERSIFICATION

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

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

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

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

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

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

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

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

MULTIPLE CONTRACTS

Section  72(e)(11) of the Code  provides  that  multiple  non-qualified  annuity
contracts  which are issued  within a calendar  year period to the same contract
owner by one company or its affiliates  are treated as one annuity  contract for
purposes of determining the tax consequences of any distribution. Such treatment
may result in adverse tax  consequences,  including  more rapid  taxation of the
distributed  amounts from such  combination  of contracts.  For purposes of this
rule, contracts received in a Section 1035 exchange will be considered issued in
the year of the exchange. The legislative history of Section 72(e)(11) indicates
that  it was  not  intended  to  apply  to  immediate  annuities.  However,  the
legislative  history also states that no inference is intended as to whether the
Treasury  Department,  under its authority to prescribe rules to enforce the tax
laws, may treat the combination  purchase of a deferred annuity contract with an
immediate  annuity contract as a single contract for purposes of determining the
tax consequences of any distribution.

TAX TREATMENT OF DISTRIBUTIONS -
NON-QUALIFIED CONTRACTS

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

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

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

QUALIFIED PLANS

The Contracts  offered by the  Prospectus may also be used with a plan qualified
under Section 408(b) of the Code ("IRA Contracts").  Contract Owners, annuitants
and  beneficiaries  are  cautioned  that  benefits  under an IRA Contract may be
subject  to the terms and  conditions  of the plan  regardless  of the terms and
conditions  of  the  Contracts  issued  pursuant  to  the  plan.  The  following
discussion of IRA Contracts is not exhaustive  and is for general  informational
purposes only.  The tax rules  regarding IRA Contracts are very complex and will
have differing  applications  depending on individual  facts and  circumstances.
Each  purchaser  should  obtain  competent  tax advice prior to  purchasing  IRA
Contracts.   IRA  Contracts  include  special  provisions  restricting  Contract
provisions  that may  otherwise be  available  as described in this  Prospectus.
Generally,   IRA  Contracts  are  not  transferable  except  upon  surrender  or
annuitization.

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

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

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

TAX TREATMENT OF DISTRIBUTIONS - IRA CONTRACTS

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

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

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

TAX TREATMENT OF ASSIGNMENTS

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

INCOME TAX WITHHOLDING

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


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

VARIABLE ANNUITY PAYOUT

A variable annuity is an annuity with payments which: (1) are not  predetermined
as to dollar amount; and (2) will vary in amount with the net investment results
of the applicable  Sub-Account(s) of the Separate Account. Annuity payments also
depend upon the Age of the Annuitant and any Joint Annuitant and the Assumed Net
Investment Factor utilized.  On the Annuity  Calculation Date, a fixed number of
Annuity Units will be purchased, determined as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

FIXED ANNUITY PAYOUT

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


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

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





                                                               
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>



<PAGE>
                                     PART C

                                OTHER INFORMATION


Item 24.   Financial Statements and Exhibits

      a.   Financial Statements

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

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

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

          1.  Independent Auditors' Report.
          2.  Statements of Assets and  Liabilities  as of December 31, 1998.
          3.  Statements  of  Operations  for the year ended  December 31, 1998.
          4.  Statements of Changes in Net Assets for the years ended December
              31, 1998 and 1997.
          5. Notes to Financial Statements - December 31, 1998.


     b.    Exhibits

           1.  Resolution of Board of Directors of the Company authorizing the
               establishment of the Variable Account (1)
           2.  Not Applicable
           3.  Principal Underwriter Agreement (3)
           4.  Individual Immediate Variable Annuity Contract (3)
           4.  (i)  Individual Immediate Variable Annuity Contract
                    Endorsements (3)
           5.  Application for Individual  Immediate  Variable  Annuity (2)
           6.  (i)  Copy of Articles of Incorporation of the Company (1)
               (ii) Copy of the Bylaws of the Company (1)
           7.  Not Applicable
           8.  Form of Fund Participation Agreement (2)
           9.  Opinion and Consent of Counsel
          10.  Independent Auditors' Consent
          11.  Not Applicable
          12.  Not Applicable
          13.  Calculation of Performance Information
          14.  Company Organizational Chart (3)
          27.  Not Applicable

  (1)  Incorporated by reference to Registrant's Post-Effective Amendment No.
       2 to Form N-4 which was electronically filed on November 1, 1995.
  (2)  Incorporated by reference to Registrant's Post-Effective Amendment No.
       3 to Form N-4 which was electronically filed on April 24, 1996.
  (3)  Incorporated by reference to Registrant's Post-Effective Amendment No.
       5 to Form N-4 which was electronically filed on April 29, 1997.
    


Item 25.   Directors and Officers of the Depositor

The following are the Officers and Directors of the Company:

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

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

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

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

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

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

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

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

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

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

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

</TABLE>
    

Item 26.   Persons Controlled by or Under Common Control with the Depositor or
           Registrant
   
The Company  organizational chart is incorporated by reference to Post-Effective
Amendment  No. 5 to Form N-4 which was  electronically  filed on April 29,  1997
(File No. 811-05618).
    

Item 27.   Number of Contract Owners

   
As of  March  19,  1999,  there  were  281  qualified  Contract  Owners  and 210
non-qualified Contract Owners with Contracts in the Separate Account.
    

Item 28.   Indemnification

The Bylaws of the Company provide that:

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

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

Item 29.     Principal Underwriters

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

              Allianz Life Variable Account A
              Preferred Life Variable Account C
   
     b. The  following  are the  officers  (managers)  and  directors  (Board of
Governors) of NALAC Financial Plans, LLC:

<TABLE>
<CAPTION>

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

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

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

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

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

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

     c.  Not Applicable

Item 30.   Location of Accounts and Records

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

Item 31.   Management Services

Not Applicable

Item 32.   Undertakings

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

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

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

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



                              SIGNATURES

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

<TABLE>
<CAPTION>

<S>                                    <C>
                                       ALLIANZ LIFE
                                       VARIABLE ACCOUNT B
                                          (Registrant)

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


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



                                       ALLIANZ LIFE INSURANCE COMPANY
                                       OF NORTH AMERICA


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

</TABLE>

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

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

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

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

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

Edward J. Bonach*           Chief Financial Officer  04/26/99       
Edward J. Bonach                                        Date
                                      
Rev. Dennis J. Dease*       Director                 04/26/99
Rev. Dennis J. Dease                                    Date

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

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



                                *By   Power  of  Attorney


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


</TABLE>

<PAGE>


                                    EXHIBITS

                                       TO

                      POST-EFFECTIVE AMENDMENT NO.    10    

                                       TO

                                    FORM N-4

                         ALLIANZ LIFE VARIABLE ACCOUNT B

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA




                                INDEX TO EXHIBITS



Exhibit                                                      Page

EX-99.B9    Opinion and Consent of Counsel

EX-99.B10   Independent Auditors' Consent

EX-99.B13   Calculation of Performance Information


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

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

We are of the following opinions:

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

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

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

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

Sincerely,

BLAZZARD, GRODD, & HASENAUER, P.C.

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

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



                        Independent Auditors' Consent


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

We consent to the use of our report,  dated  January 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 Templeton Valuemark Income Plus
                                   Allianz Life Variable Account B
                         Cumulative and Average Annual Total Return Calculations

                                Original Purchase as of December 31, 1997
                                 Valuation Date as of December 31, 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      $13.12966406    76.163    76.163      $1,000.00
12-31-98     Contract Fee                 (1.00)       15.57416691    (0.064)   76.099       1,185.18
12-31-98     Value before Surr                         15.57416691     0.000    76.099       1,185.18
             Chg
12-31-98     Surrender Charge            (42.50)       15.57416691    (2.729)   73.370       1,142.68
Cumulative and Average Annual Total Returns
             without/with charges                           18.62% A                           14.27% B

                                            Growth and Income
12-31-97     Purchase                  $1,000.00      $24.55079561    40.732    40.732      $1,000.00
12-31-98     Contract Fee                 (1.00)       26.22646854    (0.038)   40.694       1,067.25
12-31-98     Value before Surr                         26.22646854     0.000    40.694       1,067.25
             Chg
12-31-98     Surrender Charge            (42.50)       26.22646854    (1.621)   39.073       1,024.75
Cumulative and Average Annual Total Returns
             without/with charges                            6.83% A                            2.48% B

                                               High Income
12-31-97     Purchase                  $1,000.00      $21.31160694    46.923    46.923      $1,000.00
12-31-98     Contract Fee                 (1.00)       21.20849040    (0.047)   46.876         994.16
12-31-98     Value before Surr                         21.20849040     0.000    46.876         994.16
             Chg
12-31-98     Surrender Charge            (42.50)       21.20849040    (2.004)   44.872         951.66
Cumulative and Average Annual Total Returns
             without/with charges                           -0.48% A                           -4.83% B

                                            Income Securities
12-31-97     Purchase                  $1,000.00      $25.06461193    39.897    39.897      $1,000.00
12-31-98     Contract Fee                 (1.00)       25.12170867    (0.040)   39.857       1,001.28
12-31-98     Value before Surr                         25.12170867     0.000    39.857       1,001.28
             Chg
12-31-98     Surrender Charge            (42.50)       25.12170867    (1.692)   38.165         958.78
Cumulative and Average Annual Total Returns
             without/with charges                            0.23% A                           -4.12% B

                                              Money Market
12-31-97     Purchase                  $1,000.00      $13.86472844    72.125    72.125      $1,000.00
12-31-98     Contract Fee                 (1.00)       14.38555424    (0.070)   72.056       1,036.56
12-31-98     Value before Surr                         14.38555424     0.000    72.056       1,036.56
             Chg
12-31-98     Surrender Charge            (42.50)       14.38555424    (2.954)   69.102         994.06
Cumulative and Average Annual Total Returns
             without/with charges                            3.76% A                           -0.59% B

                                       Mutual Discovery Securities
12-31-97     Purchase                  $1,000.00      $11.98316359    83.450    83.450      $1,000.00
12-31-98     Contract Fee                 (1.00)       11.22622113    (0.089)   83.361         935.83
12-31-98     Value before Surr                         11.22622113     0.000    83.361         935.83
             Chg
12-31-98     Surrender Charge            (42.50)       11.22622113    (3.786)   79.576         893.33
Cumulative and Average Annual Total Returns
             without/with charges                           -6.32%                            -10.67%

                                        Mutual Shares Securities
12-31-97     Purchase                  $1,000.00      $11.99296726    83.382    83.382      $1,000.00
12-31-98     Contract Fee                 (1.00)       11.83677406    (0.084)   83.298         985.98
12-31-98     Value before Surr                         11.83677406     0.000    83.298         985.98
             Chg
12-31-98     Surrender Charge            (42.50)       11.83677406    (3.591)   79.707         943.48
Cumulative and Average Annual Total Returns
             without/with charges                           -1.30%                             -5.65%

                                       Natural Resource Securities
12-31-97     Purchase                  $1,000.00      $11.55913365    86.512    86.512      $1,000.00
12-31-98     Contract Fee                 (1.00)        8.50546484    (0.118)   86.394         734.82
12-31-98     Value before Surr                          8.50546484     0.000    86.394         734.82
             Chg
12-31-98     Surrender Charge            (42.50)        8.50546484    (4.997)   81.397         692.32
Cumulative and Average Annual Total Returns
             without/with charges                          -26.42% A                          -30.77% B

                                         Real Estate Securities
12-31-97     Purchase                  $1,000.00      $28.16943249    35.499    35.499      $1,000.00
12-31-98     Contract Fee                 (1.00)       23.10677956    (0.043)   35.456         819.28
12-31-98     Value before Surr                         23.10677956     0.000    35.456         819.28
             Chg
12-31-98     Surrender Charge            (42.50)       23.10677956    (1.839)   33.617         776.78
Cumulative and Average Annual Total Returns
             without/with charges                          -17.97% A                          -22.32% B

                                            Rising Dividends
12-31-97     Purchase                  $1,000.00      $20.07430239    49.815    49.815      $1,000.00
12-31-98     Contract Fee                 (1.00)       21.16548977    (0.047)   49.768       1,053.36
12-31-98     Value before Surr                         21.16548977     0.000    49.768       1,053.36
             Chg
12-31-98     Surrender Charge            (42.50)       21.16548977    (2.008)   47.760       1,010.86
Cumulative and Average Annual Total Returns
             without/with charges                            5.44% A                            1.09% B

                                                Small Cap
12-31-97     Purchase                  $1,000.00      $14.95194471    66.881    66.881      $1,000.00
12-31-98     Contract Fee                 (1.00)       14.59958077    (0.068)   66.812         975.43
12-31-98     Value before Surr                         14.59958077     0.000    66.812         975.43
             Chg
12-31-98     Surrender Charge            (42.50)       14.59958077    (2.911)   63.901         932.93
Cumulative and Average Annual Total Returns
             without/with charges                           -2.36%                             -6.71%

                                   Templeton Developing Markets Equity
12-31-97     Purchase                  $1,000.00      $10.34011278    96.711    96.711      $1,000.00
12-31-98     Contract Fee                 (1.00)        7.99263591    (0.125)   96.586         771.97
12-31-98     Value before Surr                          7.99263591     0.000    96.586         771.97
             Chg
12-31-98     Surrender Charge            (42.50)        7.99263591    (5.317)   91.268         729.47
Cumulative and Average Annual Total Returns
             without/with charges                          -22.70% A                          -27.05% B

                                    Templeton Global Asset Allocation
12-31-97     Purchase                  $1,000.00      $13.78572229    72.539    72.539      $1,000.00
12-31-98     Contract Fee                 (1.00)       13.58859831    (0.074)   72.465         984.70
12-31-98     Value before Surr                         13.58859831     0.000    72.465         984.70
             Chg
12-31-98     Surrender Charge            (42.50)       13.58859831    (3.128)   69.338         942.20
Cumulative and Average Annual Total Returns
             without/with charges                           -1.43% A                           -5.78% B

                                         Templeton Global Growth
12-31-97     Purchase                  $1,000.00      $15.17626475    65.892    65.892      $1,000.00
12-31-98     Contract Fee                 (1.00)       16.30853286    (0.061)   65.831       1,073.61
12-31-98     Value before Surr                         16.30853286     0.000    65.831       1,073.61
             Chg
12-31-98     Surrender Charge            (42.50)       16.30853286    (2.606)   63.225       1,031.11
Cumulative and Average Annual Total Returns
             without/with charges                            7.46% A                            3.11% B

                                   
                                     Templeton International Equity
12-31-97     Purchase                  $1,000.00      $17.71128511    56.461    56.461      $1,000.00
12-31-98     Contract Fee                 (1.00)       18.43652906    (0.054)   56.407       1,039.95
12-31-98     Value before Surr                         18.43652906     0.000    56.407       1,039.95
             Chg
12-31-98     Surrender Charge            (42.50)       18.43652906    (2.305)   54.102         997.45
Cumulative and Average Annual Total Returns
             without/with charges                            4.09% A                           -0.26% B

                                Templeton International Smaller Companies
12-31-97     Purchase                  $1,000.00      $10.82516357    92.377    92.377      $1,000.00
12-31-98     Contract Fee                 (1.00)        9.36443942    (0.107)   92.271         864.06
12-31-98     Value before Surr                          9.36443942     0.000    92.271         864.06
             Chg
12-31-98     Surrender Charge            (42.50)        9.36443942    (4.538)   87.732         821.56
Cumulative and Average Annual Total Returns
             without/with charges                          -13.49% A                          -17.84% B

                                        Templeton Pacific Growth
12-31-97     Purchase                  $1,000.00       $9.43102016   106.033   106.033      $1,000.00
12-31-98     Contract Fee                 (1.00)        8.07846316    (0.124)  105.909         855.58
12-31-98     Value before Surr                          8.07846316     0.000   105.909         855.58
             Chg
12-31-98     Surrender Charge            (42.50)        8.07846316    (5.261)  100.648         813.08
Cumulative and Average Annual Total Returns
             without/with charges                          -14.34% A                          -18.69% B

                                       
                                             Global Utilities Securities
12-31-97     Purchase                  $1,000.00      $25.81831690    38.732    38.732      $1,000.00
12-31-98     Contract Fee                 (1.00)       28.30779835    (0.035)   38.697       1,095.42
12-31-98     Value before Surr                         28.30779835     0.000    38.697       1,095.42
             Chg
12-31-98     Surrender Charge            (42.50)       28.30779835    (1.501)   37.196       1,052.92
Cumulative and Average Annual Total Returns
             without/with charges                            9.64% A                            5.29% 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 Templeton Valuemark Income Plus
                                   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     Accum.      Accum.
                                                                    This
    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       $17.30965999   57.771    57.771     $1,000.00
12-31-96      Contract Fee              (1.00)        19.48959860   (0.051)   57.720      1,124.94
12-31-97      Contract Fee              (1.00)        24.55079561   (0.041)   57.679      1,416.07
12-31-98      Contract Fee              (1.00)        26.22646854   (0.038)   57.641      1,511.72
12-31-98      Value before Surr Chg                   26.22646854    0.000    57.641      1,511.72
12-31-98      Surrender Charge         (22.00)        26.22646854   (0.839)   56.802      1,489.72
Cumulative Total Returns without/with chrgs.               51.51% A                         48.97% C
Avg. Annual Total Returns without/with chrgs.              14.86% B                         14.21% D

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                             

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

<TABLE>
<CAPTION>

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

                               
                          
                                Value Securities
5-1-98          Purchase                   $1,000.00        $10.00000000      100.000        100.000        $1,000.00
12-31-98        Value before Surr                             7.71743151        0.000        100.000           771.74
                Chg
12-31-98        Contract Fee                  (1.00)          7.71743151       (0.130)        99.870           770.74
12-31-98        Surrender Charge             (42.50)          7.71743151       (5.507)        94.363           728.24
Cumulative Total Returns without/with chgs.                      -22.83% A                                    -27.18% C
Avg. Annual Total Returns without/with chgs.                     -32.13% B                                    -37.77% D
<FN>
A =
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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