PREFERRED LIFE VARIABLE ACCOUNT C
485BPOS, 1996-11-07
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                                                           File Nos.  33-26646
                                                                      811-5716
==============================================================================

                      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.    11                                    (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            ( )
     Amendment No.    14                                                   (X)

                      (Check appropriate box or boxes.)

     PREFERRED LIFE VARIABLE ACCOUNT C
     ---------------------------------
     (Exact Name of Registrant)

     PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
     --------------------------------------------
     (Name of Depositor)


     152 West 57th Street, 18th Floor, New York, New York             10019
     ----------------------------------------------------           ---------
     (Address of Depositor's Principal Executive Offices)           (Zip Code)

Depositor's Telephone Number, including Area Code  (212) 586-7733

Name and Address of Agent for Service
- -------------------------------------
          Eugene Long
          Preferred Life Insurance Company of New York
          152 West 57th Street, 18th Floor
          New York, New York 10019

     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 November 8, 1996 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.

Registrant has declared that it has registered an indefinite number or amount of
securities in  accordance  with Rule 24f-2 under the  Investment  Company Act of
1940. Registrant filed a Rule 24f-2 Notice for the most recent fiscal year on or
about February 28, 1996.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<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.


                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

            Home Office:                           Valuemark Service Center
            152 West 57th Street, 18th Floor       300 Berwyn Park
            New York, NY 10019                     P.O. Box 3031
            (800) 542-5427                         Berwyn, PA 19312-0031
                                                   (800) 624-0197


                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                        PREFERRED LIFE VARIABLE ACCOUNT C
                                       and
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
                                  November 8, 1996
    

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

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

   
Purchase payments for the Contracts will be allocated to a segregated investment
account of Preferred Life Insurance  Company of New York (the "Company"),  which
account has been  designated  Preferred  Life Variable  Account C (the "Variable
Account").  The Variable  Account invests in shares of Franklin  Valuemark Funds
(the "Trust").  The Trust is a series fund with  twenty-three  Funds:  the Money
Market Fund, the High Income Fund, the Templeton Global Income  Securities Fund,
The U. S.  Government  Securities  Fund, the Zero Coupon Funds - 2000,  2005 and
2010, the Growth and Income Fund, the Income  Securities Fund, the Mutual Shares
Securities Fund, the Real Estate Securities Fund, the Rising Dividends Fund, the
Templeton  Global Asset  Allocation  Fund,  the Utility Equity Fund, the Capital
Growth Fund, the Mutual Discovery Securities Fund, the Precious Metals Fund, the
Small Cap Fund,  the Templeton  Developing  Markets  Equity Fund,  the Templeton
Global  Growth Fund,  the  Templeton  International  Equity Fund,  the Templeton
International  Smaller  Companies  Fund and the Templeton  Pacific  Growth Fund.
Prior to May 1, 1996, the Templeton  Global Income  Securities Fund was known as
the Global Income Fund. See "Highlights" and "Tax Status - Diversification"  for
a  discussion  of owner  control  of the  underlying  investments  in a variable
annuity  contract.  THE MUTUAL SHARES  SECURITIES FUND AND THE MUTUAL  DISCOVERY
SECURITIES  FUND ARE NOT  AVAILABLE  IN NEW YORK UNTIL  APPROVED BY THE NEW YORK
INSURANCE DEPARTMENT. (CHECK WITH YOUR AGENT REGARDING AVAILABILITY.)
    

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

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

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

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

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

   
This  Prospectus and the Statement of Additional  Information are dated November
8, 1996, and may be amended from time to time.
    

This Prospectus should be kept for future reference.

Contents                                            Page

   
DEFINITIONS......................................     3
HIGHLIGHTS.......................................     4
FEE TABLE........................................     6
CONDENSED FINANCIAL
 INFORMATION.....................................    10
THE COMPANY .....................................    12
THE VARIABLE ACCOUNT.............................    12
FRANKLIN VALUEMARK FUNDS.........................    12
 General ........................................    13
 Substitution of Securities .....................    13
 Voting rights ..................................    13
CHARGES AND DEDUCTIONS ..........................    14
 Deduction for Contingent Deferred
  Sales Charge (Sales Load)......................    14
 Reduction or Elimination of
  Contingent Deferred Sales Charge...............    14
 Deduction for Mortality and
  Expense Risk Charge............................    15
 Deduction for Administrative
  Expense Charge ................................    15
 Deduction for Contract
  Maintenance Charge ............................    15
 Deduction for Premium Taxes ....................    15
 Deduction for Income Taxes. ....................    16
 Deduction for Trust Expenses ...................    16
 Deduction for Transfer Fee......................    16
THE CONTRACTS....................................    16
 Ownership.......................................    16
 Assignment......................................    16
 Beneficiary.....................................    17
 Change of Beneficiary...........................    17
 Annuitant.......................................    17
 Death of the Contract Owner
  Before the Income Date.........................    17
 Death of the Annuitant
  Prior to the Income Date.......................    18
 Death of the Annuitant
  After the Income Date..........................    18
ANNUITY PROVISIONS...............................    18
 Income Date.....................................    18
 Change in Income Date
  and Annuity Option ............................    18
 Annuity Options.................................    18
 Fixed Options...................................    18
 Variable Options ...............................    19
PURCHASE PAYMENTS
 AND CONTRACT VALUE .............................    19
 Purchase Payments ..............................    19
 Allocation of Purchase Payments ................    20
 Transfer of Contract Values ....................    20
 Dollar Cost Averaging ..........................    21
 Automatic Investment Plan ......................    22
 Contract Value .................................    22
 Accumulation Unit ..............................    22
DISTRIBUTOR .....................................    22
SURRENDERS ......................................    23
 Systematic Withdrawal...........................    23
 Delay of Payments...............................    23
ADMINISTRATION OF THE CONTRACTS..................    24
PERFORMANCE DATA ................................    24
 Money Market Sub-Account .......................    24
 Other Sub-Account...............................    24
 Performance Ranking.............................    25
TAX STATUS.......................................    25
 General.........................................    25
 Diversification.................................    26
 Multiple Contracts..............................    26
 Contracts Owned by
  Other than Natural Persons ....................    27
 Tax Treatment of Assignments ...................    27
 Income Tax Withholding .........................    27
 Tax Treatment of Withdrawals -
  Non-Qualified Contracts .......................    27
 Qualified Plans ................................    27
 Tax Treatment of Withdrawals -
  Qualified Contracts ...........................    29
 Tax-Sheltered Annuities -
  Withdrawal Limitations ........................    29
FINANCIAL STATEMENTS ............................    30
LEGAL PROCEEDINGS ...............................    30
APPENDIX - PERFORMANCE
 INFORMATION OF SELECTED
 PUBLIC FUNDS....................................    30
TABLE OF CONTENTS
 OF THE STATEMENT OF
 ADDITIONAL INFORMATION .........................    31
    

Definitions
- --------------------------------------------------------------------------------

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

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

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

Annuity Period - The period starting on the Income Date.

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

Company - Preferred Life Insurance  Company of New York at its Valuemark Service
Center shown on the cover page of this Prospectus.

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

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

Contract Owner - The Contract Owner is named in the application, unless changed,
and has all rights under the Contract.

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

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

Effective Date - The date on which the first Contract Year begins.

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

Fund - A segment of an Eligible  Investment  which  constitutes  a separate  and
distinct class of interests under an Eligible Investment.

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

Joint Owner - In Contracts  containing Joint Owner provisions,  if there is more
than one  Contract  Owner,  each  Contract  Owner  shall be a Joint Owner of the
Contract.  Joint Owners have equal ownership  rights and must both authorize any
exercising of those ownership  rights unless  otherwise  allowed by the Company.
Any Joint Owner must be the spouse of the other Joint Owner.  If there are Joint
Owners, any reference to the age of the Contract Owner (or taxpayer) will be the
age of the older Joint Owner.

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

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

Sub-Account - A segment of the Variable Account. Each Sub-Account is invested in
shares of a Fund of an Eligible Investment.

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

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

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

Variable Account - A separate  investment account of the Company,  designated as
Preferred  Life  Variable  Account  C,  into  which  purchase  payments  may  be
allocated.


Highlights
- --------------------------------------------------------------------------------

   
Purchase payments for the Contracts will be allocated to a segregated investment
account of Preferred Life Insurance  Company of New York (the  "Company")  which
has been designated  Preferred Life Variable Account C (the "Variable Account").
The  Variable  Account  invests  in  shares of  Franklin  Valuemark  Funds  (the
"Trust").  (See "Franklin  Valuemark  Funds.") THE MUTUAL SHARES SECURITIES FUND
AND THE MUTUAL  DISCOVERY  SECURITIES  FUND ARE NOT  AVAILABLE IN NEW YORK UNTIL
APPROVED BY THE NEW YORK INSURANCE DEPARTMENT.  (CHECK WITH YOUR AGENT REGARDING
AVAILABILITY.)  CONTRACT  OWNERS  BEAR  THE  INVESTMENT  RISK  FOR  ALL  AMOUNTS
ALLOCATED TO THE VARIABLE ACCOUNT.
    

The  Contract  may be returned  within 10 days after it is received  ("Free-Look
Period").  It can be mailed or  delivered to either the Company or the agent who
sold it.  Return  of the  Contract  by mail is  effective  on being  postmarked,
properly addressed and postage prepaid. The returned Contract will be treated as
if the  Company  never had issued  it.  The  Company  will  promptly  refund the
Contract  Value as of the date of  surrender.  This may be more or less than the
purchase  payments.  Where the  Contract  is issued  pursuant  to an  Individual
Retirement Annuity, the Company will promptly refund the purchase payments, less
withdrawals.  The Company has the right to allocate initial purchase payments to
the Money Market  Sub-Account  until the expiration of 15 days from the date the
Contract is mailed from the  Valuemark  Service  Center.  If the Company does so
allocate  initial  purchase  payments to the Money Market  Sub-Account,  it will
refund the  greater  of the  purchase  payments,  less any  withdrawals,  or the
Contract Value. It is the Company's  current  practice to directly  allocate the
initial purchase payment to the Sub-Accounts as selected by the Contract Owner.

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

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

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

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

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

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

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

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

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

The Company may offer other  deferred  variable  annuity  contracts but does not
permit exchange of those contracts for the Contracts offered by this Prospectus.
<PAGE>

<TABLE>
<CAPTION>
Preferred Life Variable Account C Fee Table*
- --------------------------------------------------------------------------------

Contract Owner Transaction Fees
Contingent Deferred Sales Charge**
(as a percentage of purchase payments)          Years Since
                                                  Payment   Charge
                                                  -------   ------
<S>                                                 <C>       <C>
                                                    0-1       5%
                                                    1-2       5%
                                                    2-3       4%
                                                    3-4       3%
                                                    4-5       1.5%
                                                    5+        0%
</TABLE>
   
Current Transfer Fee***............ First 12 transfers in a Contract Year prior
                                    to the Income Date are free. Thereafter, the
                                    fee is $25(or 2% of the amount  transferred,
                                    if less). Prescheduled automatic dollar cost
                                    averaging transfers are not counted.
    

Contract Maintenance  Charge....... $30 per Contract per year
(Prior  to the  Income  Date the
charge is waived  for  Contracts
having Contract Values or purchase
payments less withdrawals of
$100,000 or more.)

Variable Account Annual Expenses
 (as a percentage of average account value)

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

   
*Applies to all Sub-Accounts of the Variable Account.
**Once each Contract Year, a Contract Owner may surrender up to fifteen  percent
(15%) of purchase  payments paid less any prior surrenders  without  incurring a
Contingent  Deferred  Sales  Charge.  If no withdrawal is made during a Contract
Year, the 15% is cumulative  into future years. If less than 15% is withdrawn in
a Contract Year, the remaining  percentage is not available in future years. See
also  "Surrenders  -  Systematic  Withdrawal"  for  additional  options.
***The  Contract  provides that if more than three transfers have been made in a
Contract  Year,  the Company  reserves  the right to deduct a transfer fee which
shall not exceed the lesser of $25 or 2% of the amount transferred.
    

<PAGE>
<TABLE>
Franklin Valuemark Funds' Annual Expenses
(as a percentage of Franklin Valuemark Funds' average net assets).

The  Management  Fees for each Fund are  based on a  percentage  of that  Fund's assets under  management.  See "Charges and 
Deductions" in this  Prospectus and "Management" in the Trust prospectus.

   
The Management and Fund  Administration  Fees below include investment  advisory and other  management and  administrative  
fees not included as "Other Expenses" that were paid to the Managers and Fund Administrators to the Trust for the 1995
calendar  year  except for Funds with fee  waivers/expense  reductions  or newer Funds without a full year of operations as
of December 31, 1995 (see explanatory footnotes  below).  The purpose of the Table is to assist the Contract  Owner in
understanding  the various costs and expenses that a Contract  Owner will incur, directly or indirectly, on amounts allocated
to the Variable Account.
<CAPTION>
                                                                                   Management
                                                                                    and Fund        Other   Total Annual
                                                                              Administration Fees1 Expenses   Expenses
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>        <C>
Money Market Fund2.............................................................       .51%          .02%       .53%
Growth and Income Fund.........................................................       .49%          .03%       .52%
Precious Metals Fund...........................................................       .61%          .05%       .66%
Real Estate Securities Fund....................................................       .56%          .03%       .59%
Utility Equity Fund............................................................       .47%          .03%       .50%
High Income Fund...............................................................       .53%          .03%       .56%
Templeton Global Income Securities Fund3.......................................       .55%          .09%       .64%
Income Securities Fund.........................................................       .47%          .04%       .51%
The U.S. Government Securities Fund............................................       .49%          .03%       .52%
Zero Coupon Fund - 20004.......................................................       .37%          .03%       .40%
Zero Coupon Fund - 20054.......................................................       .37%          .03%       .40%
Zero Coupon Fund - 20104.......................................................       .37%          .03%       .40%
Rising Dividends Fund..........................................................       .75%          .03%       .78%
Templeton International Equity Fund............................................       .83%          .09%       .92%
Templeton Pacific Growth Fund..................................................       .90%          .11%      1.01%
Templeton Global Growth Fund...................................................       .93%          .04%       .97%
Templeton Developing Markets Equity Fund.......................................      1.25%          .16%      1.41%
Templeton Global Asset Allocation Fund5........................................       .80%          .10%       .90%
Small Cap Fund6................................................................       .75%          .15%       .90%
Templeton International Smaller Companies Fund7................................      1.00%          .10%      1.10%
Capital Growth Fund7...........................................................       .75%          .04%       .79%
Mutual Discovery Securities Fund8..............................................       .95%          .10%      1.05%
Mutual Shares Securities Fund8.................................................       .75%          .10%       .85%
<FN>
1 The Fund  Administration Fee is a direct expense for the Templeton Global Asset Allocation Fund, the Templeton  International
Smaller Companies Fund, the Mutual Discovery Securities Fund and the Mutual Shares Securities Fund; other Funds pay for 
similar services  indirectly through the Management Fee. See "Management" in the Trust  Prospectus  for further  information 
regarding  Management  and Fund Administration Fees.
2 Franklin Advisers,  Inc. agreed in advance to waive a portion of its ManagementFee and to make  certain  payments to reduce 
expenses of the Money  Market Fund during  1995  and  is  currently  continuing  this  arrangement  in  1996.  This arrangement 
may  be  terminated  at  any  time.  With  this  reduction,  actual Management Fees and Total Annual Expenses of the Money 
Market Fund for 1995 were 0.38% and 0.40%, respectively, of the average daily net assets of the Fund.
3 Prior to May 1, 1996, the Templeton Global Income  Securities Fund was known as the Global Income Fund.
4 Net of  management  fees waived  and/or  expense  reimbursements.  Although not obligated to, Franklin  Advisers,  Inc. has
agreed in advance to waive a portion of its management  fees and to make certain  payments to reduce  expenses of the three 
Zero  Coupon  Funds  through  at least  December  31,  1996 such that the aggregate  expenses of the Zero Coupon Fund -
2000,  the Zero Coupon Fund - 2005 and the Zero Coupon Fund - 2010 will not exceed 0.40% of each Fund's net assets. Absent 
the  management  fee  waivers and  expense  payments,  for the year ended December  31,  1995,   the  Total  Annual   
Expenses  and  Management  and  Fund Administration Fees respectively would have been as follows:  Zero Coupon Fund -2000,
 .63% and .60%;  Zero Coupon Fund - 2005,  .66% and .63%;  and Zero Coupon Fund - 2010, .66% and .63%.
5 The Templeton  Global Asset  Allocation Fund commenced  operations May 1, 1995. The expenses shown are estimated  expenses
for the Fund for 1996.
6 The Small Cap Fund  commenced  operations  November 1, 1995. The expenses shown are estimated expenses for the Fund for 1996.
7 The Templeton  International Smaller Companies Fund and the Capital Growth Fund commenced  operations May 1, 1996. The
expenses shown are estimated expenses for the Funds for 1996.
8 The Mutual Discovery Securities Fund and the Mutual Shares Securities Fund have not yet commenced operations.  The expenses
shown are estimated expenses for the Funds for 1996.
</FN>
</TABLE>
    


<PAGE>

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

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

<TABLE>
<CAPTION>
Examples
If the Contract is fully  surrendered at the end of the  applicable  time period and no prior  surrenders  have occurred, 
the Contract Owner would have incurred the following  expenses on a $1,000  investment,  assuming a 5% annual return on
assets compounded semi-annually:
                                                                                      1 Year   3 Years  5 Years 10 Years
- ---------------------------------------------------------------------------------------------------------------------------
   
<S>                                                                                     <C>      <C>      <C>      <C>
Money Market Fund ..................................................................    $63      $ 89     $125     $292
Growth and Income Fund .............................................................    $64      $ 89     $124     $291
Precious Metals Fund................................................................    $65      $ 93     $132     $310
Real Estate Securities Fund ........................................................    $64      $ 91     $128     $300
Utility Equity Fund.................................................................    $63      $ 88     $123     $288
High Income Fund ...................................................................    $64      $ 90     $126     $296
Templeton Global Income Securities Fund ............................................    $65      $ 93     $131     $307
Income Securities Fund .............................................................    $63      $ 88     $123     $290
The U.S. Government Securities Fund.................................................    $64      $ 89     $124     $291
Zero Coupon Fund - 2000+............................................................    $62      $ 85     $117     $275
Zero Coupon Fund - 2005+............................................................    $62      $ 85     $117     $275
Zero Coupon Fund - 2010+............................................................    $62      $ 85     $117     $275
Rising Dividends Fund ..............................................................    $66      $ 97     $139     $325
Templeton International Equity Fund ................................................    $68      $102     $147     $344
Templeton Pacific Growth Fund ......................................................    $69      $104     $152     $355
Templeton Global Growth Fund .......................................................    $68      $103     $150     $350
Templeton Developing Markets Equity Fund ...........................................    $73      $117     $174     $405
Templeton Global Asset Allocation Fund* ............................................    $67      $101     $146     $341
Small Cap Fund*.....................................................................    $67      $101     $146     $341
Templeton International Smaller Companies Fund* ....................................    $69      $107     $157     $367
Capital Growth Fund*................................................................    $66      $ 97     $135     $327
Mutual Discovery Securities Fund*...................................................    $77      $106     $154     $360
Mutual Shares Securities Fund*......................................................    $75       $99     $143     $335
<FN>
*Estimated
+Calculated with waiver of fees and reimbursement of expenses
</FN>
    
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
   
If the Contract is not  surrendered at the end of the applicable time period and no prior  surrenders have occurred or are
annuitized,  the Contract Owner would have  incurred  the  following  expenses on a $1,000  investment,  assuming a 5%
annual return on assets compounded semi-annually:
                                                                                      1 Year   3 Years  5 Years 10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>       <C>     <C>      <C>
Money Market Fund ..................................................................    $21       $67     $121     $292
Growth and Income Fund .............................................................    $21       $67     $120     $291
Precious Metals Fund ...............................................................    $22       $71     $128     $310
Real Estate Securities Fund ........................................................    $21       $69     $124     $300
Utility Equity Fund ................................................................    $20       $66     $119     $288
High Income Fund ...................................................................    $21       $68     $122     $296
Templeton Global Income Securities Fund ............................................    $22       $71     $127     $307
Income Securities Fund .............................................................    $20       $66     $119     $290
The U.S. Government Securities Fund.................................................    $21       $67     $120     $291
Zero Coupon Fund - 2000+............................................................    $19       $63     $113     $275
Zero Coupon Fund - 2005+............................................................    $19       $63     $113     $275
Zero Coupon Fund - 2010+............................................................    $19       $63     $113     $275
Rising Dividends Fund ..............................................................    $23       $75     $135     $325
Templeton International Equity Fund ................................................    $25       $80     $143     $344
Templeton Pacific Growth Fund ......................................................    $26       $82     $148     $355
Templeton Global Growth Fund .......................................................    $25       $81     $146     $350
Templeton Developing Markets Equity Fund ...........................................    $30       $95     $170     $405
Templeton Global Asset Allocation Fund*.............................................    $24       $79     $142     $341
Small Cap Fund*.....................................................................    $24       $79     $142     $341
Templeton International Smaller Companies Fund*.....................................    $26       $85     $153     $367
Capital Growth Fund*................................................................    $23       $75     $135     $327
Mutual Discovery Securities Fund*...................................................    $26       $84     $150     $360
Mutual Shares Securities Fund*......................................................    $24       $77     $139     $335
<FN>
*Estimated
+Calculated with waiver of fees and reimbursement of expenses
</FN>
    
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

Condensed Financial Information
The financial  statements of Preferred Life Insurance Company of New York and of Preferred  Life  Variable  Account C may
be found in the Statement of Additional Information.

   
The table below gives per  accumulation  unit  information  about the  financial history of each Sub-Account from the 
inception of each to June 30, 1996.+
    

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

   
                                                   Period        Year         Year       Year        Year     Period from
(Number of units in the thousands)                 Ended        Ended        Ended      Ended       Ended    Inception to
                                                  June 30,     Dec. 31,     Dec. 31,   Dec. 31,    Dec. 31,    Dec. 31,
Sub-Accounts:                                       1996         1995         1994       1993        1992        1991
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>          <C>         <C>         <C>        <C>
Money Market
Unit value at beginning of period ............     $12.883     $12.354      $12.066     $11.932    $11.742     $11.623
Unit value at end of period ..................     $13.116     $12.883      $12.354     $12.066    $11.932     $11.742
Number of units outstanding at end of period .       2,290       2,218        2,487         627        301          62
Growth and Income
Unit value at beginning of period ............     $17.310     $13.215      $13.677     $12.574    $11.949     $11.061
Unit value at end of period ..................     $18.142     $17.310      $13.215     $13.677    $12.574     $11.949
Number of units outstanding at end of period .       5,101       4,347        3,452       2,402      1,227         125
Precious Metals
Unit value at beginning of period ............     $14.109     $13.979      $14.464      $9.424    $10.635     $10.433
Unit value at end of period ..................     $15.213     $14.109      $13.979     $14.464     $9.424     $10.635
Number of units outstanding at end of period .         583         516          647         391         30           5
High Income
Unit value at beginning of period ............     $17.252     $14.608      $15.155     $13.278    $11.583     $11.043
Unit value at end of period ..................     $17.777     $17.252      $14.608     $15.155    $13.278     $11.583
Number of units outstanding at end of period .       1,954       2,076        1,710       1,135        266          37
Real Estate Securities
Unit value at beginning of period ............     $18.073     $15.594      $15.369     $13.095    $11.848     $10.787
Unit value at end of period ..................     $19.235     $18.073      $15.594     $15.369    $13.095     $11.848
Number of units outstanding at end of period .         808         794          900         437         77           8
The U.S. Government Securities
Unit value at beginning of period ............     $16.298     $13.835      $14.698     $13.586    $12.798     $12.036
Unit value at end of period ..................     $15.948     $16.298      $13.835     $14.698    $13.586     $12.798
Number of units outstanding at end of period .       4,833       5,089        5,331       6,108      2,266         213
Utility Equity
Unit value at beginning of period ............     $19.565     $15.104      $17.319     $15.889    $14.821     $13.234
Unit value at end of period ..................     $20.287     $19.565      $15.104     $17.319    $15.889     $14.821
Number of units outstanding at end of period .       5,487       5,916        6,317       7,479      2,519         166
Zero Coupon - 2000
Unit value at beginning of period ............     $18.294     $15.373      $16.717     $14.595    $13.570     $12.274
Unit value at end of period ..................     $17.786     $18.294      $15.373     $16.717    $14.595     $13.570
Number of units outstanding at end of period .       1,415       1,416        1,158         795        397           6
Zero Coupon - 2005
Unit value at beginning of period ............     $20.914     $16.096      $18.050     $14.975    $13.705     $12.369
Unit value at end of period ..................     $19.387     $20.914      $16.096     $18.050    $14.975     $13.705
Number of units outstanding at end of period .         446         456          403         341        108           3
Zero Coupon - 2010
Unit value at beginning of period ............     $22.431     $15.930      $18.144     $14.670    $13.482     $12.013
Unit value at end of period ..................     $19.907     $22.431      $15.930     $18.144    $14.670     $13.482
Number of units outstanding at end of period .         366         371          252         193         60           1
Templeton Global Income Securities *
Unit value at beginning of period ............     $15.522     $13.726      $14.650     $12.733    $12.962     $12.296
Unit value at end of period ..................     $15.610     $15.522      $13.726     $14.650    $12.733     $12.962
Number of units outstanding at end of period .       1,429       1,472        1,667       1,045        406          47
</TABLE>
<PAGE>
    

<TABLE>
<CAPTION>
   
                                                   Period       Year         Year       Year       Year     Period from
(Number of units in the thousands)                 Ended       Ended        Ended      Ended       Ended    Inception to
                                                  June 30,    Dec. 31,     Dec. 31,   Dec. 31,    Dec. 31,    Dec. 31,
Sub-Accounts:                                       1996        1995         1994       1993        1992        1991
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>          <C>        <C>           <C>       <C>
Income Securities
Unit value at beginning of period ............    $19.785     $16.392      $17.734    $15.163      $13.580    $12.811
Unit value at end of period ..................    $20.441     $19.785      $16.392    $17.734      $15.163    $13.580
Number of units outstanding at end of period .      4,605       4,567        4,416      2,634          668         35
Templeton Pacific Growth
Unit value at beginning of period ............    $13.630     $12.802      $14.233    $ 9.761      $10.000**       NA
Unit value at end of period ..................    $15.181     $13.630      $12.802    $14.233      $ 9.761         NA
Number of units outstanding at end of period .      1,873       1,812        2,112        915           58         NA
Rising Dividends
Unit value at beginning of period ............    $12.498      $9.769      $10.327    $10.848      $10.000**       NA
Unit value at end of period ..................    $13.311     $12.498       $9.769    $10.327      $10.848         NA
Number of units outstanding at end of period .      3,352       3,182        2,936      2,772          617         NA
Templeton International Equity
Unit value at beginning of period ...........     $13.263     $12.161      $12.226     $9.642      $10.000**       NA
Unit value at end of period ..................    $14.792     $13.263      $12.161    $12.226       $9.642         NA
Number of units outstanding at end of period .      4,340       4,073        4,079      1,346           88         NA
Templeton Developing Markets Equity
Unit value at beginning of period ............     $9.582      $9.454      $10.000**       NA           NA         NA
Unit value at end of period ..................    $11.030      $9.582       $9.454         NA           NA         NA
Number of units outstanding at end of period .        960         757          591         NA           NA         NA
Templeton Global Growth
Unit value at beginning of period ............    $11.339     $10.201      $10.000**       NA           NA         NA
Unit value at end of period ..................    $12.479     $11.339      $10.201         NA           NA         NA
Number of units outstanding at end of period .      1,889       1,416          921         NA           NA         NA
Templeton Global Asset Allocation
Unit value at beginning of period ............    $10.591     $10.000**         NA         NA           NA         NA
Unit value at end of period ..................    $11.382     $10.591           NA         NA           NA         NA
Number of units outstanding at end of period .        194          36           NA         NA           NA         NA
Small Cap
Unit value at beginning of period ............    $10.000**        NA           NA         NA           NA         NA
Unit value at end of period ..................    $11.971          NA           NA         NA           NA         NA
Number of units outstanding at end of period .         80          NA           NA         NA           NA         NA
Templeton International Smaller Companies
Unit value at beginning of period ............    $10.000**        NA           NA         NA           NA         NA
Unit value at end of period ..................    $10.307          NA           NA         NA           NA         NA
Number of units outstanding at end of period .          5          NA           NA         NA           NA         NA
Capital Growth
Unit value at beginning of period ............    $10.000**        NA           NA         NA           NA         NA
Unit value at end of period ..................    $10.157          NA           NA         NA           NA         NA
Number of units outstanding at end of period .         12          NA           NA         NA           NA         NA

<FN>
+As of June 30, 1996, the Mutual Discovery Securities Sub-Account and the Mutual Shares Securities Sub-Account had not
 yet commenced operations. 
*Prior to May 1, 1996, the Templeton Global Income Securities Sub-Account was known as the Global Income Sub-Account.
**Unit Value at inception was $10.00.
</FN>
</TABLE>
<PAGE>

The Accumulation Unit Value for each Sub-Account was initially  arbitrarily set.
The inception date for all Sub-Accounts, except those noted below, was September
6, 1991. Inception was 3/10/92 for the Rising Dividends, Templeton International
Equity,  and Templeton  Pacific Growth  Sub-Accounts;  4/25/94 for the Templeton
Global Growth and Templeton Developing Markets Equity  Sub-Accounts;  8/4/95 for
the Templeton  Global Asset  Allocation  Sub-Account;  and 6/10/96 for the Small
Cap, International Smaller Companies and Capital Growth Sub-Accounts. The Mutual
Shares  Securities and Mutual Discovery  Securities  Sub-Accounts  will commence
operations when they are approved by the New York Insurance Department.
    

The Company
- --------------------------------------------------------------------------------

   
Preferred  Life  Insurance  Company of New York (the  "Company") is a stock life
insurance company organized under the laws of the state of New York. The Company
is a wholly-owned  subsidiary of Allianz Life Insurance Company of North America
("Allianz Life"). Allianz Life is headquartered in Minneapolis,  Minnesota.  The
Company is authorized to do direct  business in six states,  including New York.
The Company offers group life,  group accident and health insurance and variable
annuity products.
    

NALAC Financial Plans, Inc. is a wholly-owned  subsidiary of Allianz Life. It is
the principal  underwriter  of the Contracts.  NALAC  Financial  Plans,  Inc. is
reimbursed  for  expenses   incurred  in  the  distribution  of  the  Contracts.
Administration  for the Contract is provided at the Company's  Valuemark Service
Center:  Preferred Life Annuity Service Office,  300 Berwyn Park, P.O. Box 3031,
Berwyn, Pennsylvania 19312-0031, (800) 624-0197.


The Variable Account
- --------------------------------------------------------------------------------

The Variable  Account was  established  pursuant to a resolution of the Board of
Directors on February 26, 1988.  The  Variable  Account is  registered  with the
Securities  and  Exchange  Commission  as a  unit  investment  trust  under  the
Investment Company Act of 1940, as amended (the "1940 Act").

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

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

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


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

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

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

   
Franklin Advisers,  Inc.  ("Advisers")  serves as each Fund's (except the Rising
Dividends  Fund,  the  Templeton  Global Growth Fund,  the Templeton  Developing
Markets Equity Fund, the Templeton  Global Asset  Allocation Fund, the Templeton
International  Smaller Companies Fund, the Mutual Shares Securities Fund and the
Mutual Discovery Securities Fund) investment manager. The investment manager for
the Templeton  Global Growth Fund and the Templeton Global Asset Allocation Fund
is Templeton Global Advisors Limited.  The investment  manager for the Templeton
Developing Markets Equity Fund is Templeton Asset Management Ltd. The investment
manager for the  Templeton  International  Smaller  Companies  Fund is Templeton
Investment Counsel, Inc. The investment manager for the Mutual Shares Securities
Fund and the Mutual Discovery Securities Fund is Franklin Mutual Advisers,  Inc.
Franklin Advisory Services, Inc. replaced Advisers as the manager for the Rising
Dividends  Fund on July 1, 1996.  All  investment  managers or  subadvisers  are
referred to collectively as "Managers."
    

The  Managers  are direct or  indirect  wholly-owned  subsidiaries  of  Franklin
Resources,  Inc., a publicly-owned holding company. The Managers, subject to the
overall policies, control, direction, and review of the Board of Trustees of the
Trust,  are responsible for  recommending  and providing  advice with respect to
each Fund's investments, and for determining which securities will be purchased,
retained or sold as well as for  execution  of portfolio  transactions.  Certain
Managers have retained one or more subadvisers.

   
Franklin  Templeton  Services,  Inc.  ("Fund  Administrator")  provides  certain
administrative facilities and services for the Funds.

Franklin Templeton Investor  Services,  Inc., also a wholly-owned  subsidiary of
Franklin  Resources,  Inc.,  maintains  the records of the  Trust's  shareholder
accounts,  processes  purchases and  redemptions  of shares,  and serves as each
Fund's dividend paying agent.

The following Funds are available:

FUND SEEKING STABILITY
OF PRINCIPAL AND INCOME
 Money Market Fund

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

FUNDS SEEKING  GROWTH AND INCOME
 Growth and Income Fund 
 Income  Securities  Fund
 Mutual Shares Securities Fund 
 Real Estate Securities Fund
 Rising Dividends Fund
 Templeton Global Asset Allocation Fund
 Utility Equity Fund

FUNDS SEEKING CAPITAL GROWTH
 Capital Growth Fund
 Mutual Discovery Securities Fund
 Precious Metals 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
    

General

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

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

Substitution of Securities

   
If the  shares of any Fund of the  Trust  should  no  longer  be  available  for
investment  by the Variable  Account or if, in the judgment of the Company,  the
substitution of shares of any Fund for another would be in the best interests of
Contract  Owners  in  view of the  purpose  of the  Contract,  the  Company  may
substitute shares of another Eligible  Investment (or Fund within the Trust). No
substitution  of  securities  in any  Sub-Account  may take place  without prior
approval of the Securities and Exchange  Commission and under such  requirements
as it may impose.
    
       

Voting Rights

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

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

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


Charges and Deductions
- --------------------------------------------------------------------------------

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

Deduction for Contingent Deferred
Sales Charge (Sales Load)

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

                 Years Since
                   Payment      Charge
               ---------------------------
                     0-1           5%
                     1-2           5%
                     2-3           4%
                     3-4           3%
                     4-5           1.5%
                     5+            0

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

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

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

To the extent that the Contingent Deferred Sales Charge is insufficient to cover
the  actual  cost of  distribution,  the  Company  may use any of its  corporate
assets,  including  potential  profit  which may arise  from the  Mortality  and
Expense Risk Charge, to make up any difference.

Reduction or Elimination of
Contingent Deferred Sales Charge

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

The Contingent  Deferred  Sales Charge may be eliminated  when the Contracts are
issued  to an  officer,  director  or  employee  of  the  Company  or any of its
affiliates.  In no  event  will  reductions  or  elimination  of the  Contingent
Deferred Sales Charge be permitted where reductions or elimination will unfairly
discriminate against any person.

Deduction for Mortality and Expense Risk Charge

The Company  deducts on each  Valuation Date a Mortality and Expense Risk Charge
which is equal,  on an annual basis, to 1.25% of the average daily net assets of
the Variable Account  (consisting of approximately  .90% for mortality risks and
approximately  .35% for expense risks).  The mortality risk borne by the Company
arises from its contractual  obligation to make annuity payments  (determined in
accordance  with the  Annuity  Options  and other  provisions  contained  in the
Contract)  regardless  of how long all  Annuitants  may live.  This  undertaking
assures that neither an Annuitant's  own  longevity,  nor an improvement in life
expectancy  greater than  expected,  will have any adverse effect on the annuity
payments the Annuitant will receive under the Contract.

Furthermore,  the Company  bears a  mortality  risk,  regardless  of the Annuity
Option selected, in that it guarantees the purchase rates for the annuity income
options  available  under the  Contract  whether  for fixed  payment  options or
variable payment options. In addition,  the Company assumes a mortality risk for
the  guaranteed  death benefit  provided  under the  Contract.  The expense risk
assumed by the Company is that all actual expenses involved in administering the
Contracts,  including Contract maintenance costs,  administrative costs, mailing
costs, data processing costs, legal fees,  accounting fees, filing fees, and the
costs of other  services  may  exceed  the amount  recovered  from the  Contract
Maintenance Charge and the Administrative Expense Charge.

If the  Mortality  and Expense Risk Charge is  insufficient  to cover the actual
costs, the loss will be borne by the Company. Conversely, if the amount deducted
proves more than  sufficient,  the excess will be a profit to the  Company.  The
Company expects to profit from this charge.

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

Deduction for Administrative Expense Charge

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

Deduction for Contract Maintenance Charge

The  Company  deducts  an  annual  Contract  Maintenance  Charge of $30 from the
Contract  Value on each  Contract  Anniversary.  Prior to the Income  Date,  the
charge is waived for contracts having Contract Values or purchase  payments less
withdrawals of $100,000.00 or more.  This charge is to reimburse the Company for
its administrative  expenses (see above).  Prior to the Income Date, this charge
is deducted by canceling  Accumulation Units from each applicable Sub-Account in
the ratio that the value of each Sub-Account  bears to the total Contract Value.
When the Contract is surrendered  for its full  Surrender  Value on other than a
Contract Anniversary, the entire Contract Maintenance Charge will be deducted at
the time of surrender.  On and after the Income Date,  the Contract  Maintenance
Charge will be collected  pro rata on a monthly basis ($2.50 per month) and will
result in a reduction of the monthly annuity payments.

Deduction for Premium Taxes

   
Premium  taxes  or  other  taxes  payable  to a  state,  municipality  or  other
governmental  entity will be charged against the Contract Values.  Premium taxes
currently  imposed by  certain  states on the  Contracts  range from 0% to 3% of
premiums paid.  Some states assess  premium taxes at the time purchase  payments
are made;  others assess premium taxes at the time annuity  payments begin.  The
Company will, in its sole  discretion,  determine when taxes have resulted from:
the investment experience of the Variable Account; receipt by the Company of the
purchase  payment(s);  or commencement of annuity payments.  The Company may, at
its sole discretion, pay taxes when due and deduct that amount from the Contract
Value at a later date.  Payment at an earlier  date does not waive any right the
Company may have to deduct amounts at a later date. Currently,  the state of New
York does not assess a premium tax on variable annuity contracts; however, there
is no assurance that such a tax will not be assessed in the future.
    

Deduction for Income Taxes

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

There are other  deductions  from,  and expenses  paid out of, the assets of the
Franklin  Valuemark  Funds,  which  are  described  in  the  accompanying  Trust
prospectus.

Deduction for Transfer Fee

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


The Contracts
- --------------------------------------------------------------------------------

Ownership

   
The Contract Owner and if provided for in the Contract, any Joint Owner, has all
rights and may receive all benefits under the Contract.  The Contract  Owner, if
provided for in the Contract, may name a Contingent Owner or change the Contract
Owner at any time.  Any Joint  Owner must be the spouse of the other Joint Owner
and any  Contingent  Owner must be the spouse of the  Contract  Owner.  Upon the
death of the Contract Owner,  the Contingent  Owner or surviving Joint Owner (as
applicable)  may elect to keep the Contract in force and become the new Contract
Owner. The Annuitant becomes the Owner on and after the Income Date. A change of
Contract  Owner  or  Contingent  Owner  will  automatically   revoke  any  prior
designation of Contract Owner or Contingent Owner. A request for change must be:
(1) made in writing;  and (2)  received  by the  Company as its Annuity  Service
Office.  After the transfer is recorded,  the change will become effective as of
the date the written request is signed.  A new designation of Contract Owner (as
applicable)  will not apply to any payment  made or action  taken by the Company
prior to the time it was received.
    

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

Assignment

The  Contract  Owner may  assign  the  Contract  at any time  during  his or her
lifetime.  A copy of any  assignment  must be filed with the  Valuemark  Service
Center.  The Company is not responsible  for the validity of any assignment.  If
the Contract Owner assigns the Contract,  the Contract  Owner's rights and those
of any  revocably-named  person will be subject to the  assignment.  The Company
will not be bound by any  assignment  until  written  notice is  received by the
Company at its Valuemark Service Center.

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

Beneficiary

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

Change of Beneficiary

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

Annuitant

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

Death of the Contract Owner
Before the Income Date

In those Contracts where a Contingent  Owner has been named, in the event of the
death of the Contract Owner prior to the Income Date, the Contingent  Owner,  if
any becomes the designated  Beneficiary and any other  Beneficiary named will be
treated  as a  Contingent  Beneficiary,  unless  otherwise  indicated.  In those
Contracts  where Joint  Owners have been named,  upon the death of either  Joint
Owner prior to the Income Date, the surviving Joint Owner,  if any,  becomes the
designated  Beneficiary  and any other  Beneficiary  named  will be treated as a
Contingent  Beneficiary,  unless otherwise indicated.  Only the Contract Owner's
spouse may be the  Contingent  Owner or a Joint Owner.  If there is no surviving
Contingent  Owner or Joint Owner, a death benefit is payable to the  Beneficiary
designated  by the  Contract  Owner.  The  value of the  death  benefit  will be
determined as of the Valuation  Period next following the date both due proof of
death and a payment  election are received by the Company.  The guaranteed death
benefit is:

1 On the date of issue,  the  guaranteed  death benefit is equal to the purchase
payment.

2. After the date of issue,  the guaranteed death benefit will be the sum of all
purchase payments made minus any amounts surrendered or paid by the Company.

The  guaranteed  death benefit will never be less than the Contract  Value as of
the most recent five year Contract Anniversary  preceding the earlier of (a) the
date of death of the Contract Owner or (b) the date of the Contract Owner's 81st
birthday, plus subsequent purchase payments minus subsequent surrenders.

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

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

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

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

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

If no payment option is elected, a single sum settlement will be made at the end
of the sixty (60) day period following receipt of proof of death.

Death of the Annuitant Prior to the Income Date

If the  Annuitant  dies on or  before  the  Income  Date  and the  Annuitant  is
different  from the  Contract  Owner,  the  Contract  Owner may  designate a new
Annuitant.  If one is not designated,  the Contract Owner will be the Annuitant,
provided the Contract Owner is a natural person.

If the  Contract  Owner is a  non-natural  person,  then for the purposes of the
death  benefit,  the  Annuitant  shall be treated as the Contract  Owner and the
death of the Annuitant shall be treated as a death of the Contract Owner.

Death of the Annuitant After the Income Date

If the Annuitant dies on or after the Income Date,  the death  benefit,  if any,
will be payable to the  Beneficiary as specified in the Annuity Option  elected.
The Company will require proof of the Annuitant's  death. Death benefits will be
paid at least as rapidly as under the  method of  distribution  in effect at the
Annuitant's death.


Annuity Provisions
- --------------------------------------------------------------------------------

Income Date

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

Change in Income Date and Annuity Option

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

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

Annuity Options

Instead of having the proceeds  paid in one sum,  the Contract  Owner may select
one of the  Annuity  Options.  These may be on a fixed or variable  basis,  or a
combination  thereof. The Annuity Option must be selected at least 30 days prior
to the Income  Date.  The  Company  may,  at the time of  election of an Annuity
Option, offer more favorable rates in lieu of those guaranteed. The Company also
may make available other options.

Fixed Options

Under a fixed option,  once the selection has been made and payments have begun,
the amount of the payments will not vary. The fixed options currently  available
are:

OPTION 1 - LIFE ANNUITY WITH OPTIONAL  GUARANTEE  PERIOD.  The Company will make
equal monthly  payments  during the life of the Annuitant,  but at least for the
minimum period shown in the annuity tables contained in the Contract. The amount
of each  monthly  payment  per $1,000 of  proceeds is based on the age (and sex,
where  permissible)  of the Annuitant  when the first payment is made and on the
guaranteed  period chosen.  If the Annuitant dies within the guaranteed  period,
the  discounted  value of the  unpaid  guaranteed  payments  will be paid by the
Company as a final payment.

OPTION 2 - LIFE  ANNUITY WITH CASH  REFUND.  The Company will pay equal  monthly
payments  during  the life of the  Annuitant.  Upon the death of the  Annuitant,
after  payments have started,  the Company will pay in one sum any excess of the
amount of the proceeds  applied under this Option over the total of all payments
made  under  this  Option.  The  amount of each  monthly  payment  per $1,000 of
proceeds is based on the age (and sex, where  permissible) of the Annuitant when
the first payment is made.

Variable Options

The actual dollar amount of variable  annuity payments is dependent upon (i) the
Contract Value at the time of annuitization, (ii) the annuity table specified in
the  Contract,  (iii)  the  Annuity  Option  selected,  and (iv) the  investment
performance of the Sub-Accounts selected.

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

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

The annuity  tables  contained  in the Contract are based on a five percent (5%)
assumed investment rate ("AIR").  Other AIR choices may be available at the time
of  annuitization.  If the actual net investment rate exceeds the AIR,  payments
will increase.  Conversely,  if the actual net investment  rate is less than the
AIR,  subsequent  annuity  payments  will  decrease.  Annuity  payments will not
decrease as long as the investment  return of the Variable Account assets equals
or exceeds the AIR plus 1.40% on an annual  basis (that is 6.4% for the 5% AIR).
If an assumed  investment rate greater than 5% is used, the initial payment will
be higher but the actual net investment rate will have to be higher in order for
annuity  payments to remain level or  increase.  If an AIR less than 5% is used,
the initial  payment will be lower but the actual net  investment  rate will not
have to be as high for payments to remain level or increase.

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

The variable options currently available are:

OPTION 3 - LIFE ANNUITY. Monthly annuity payments are paid during the life of an
Annuitant,  ceasing with the last annuity  payment due prior to the  Annuitant's
death.

OPTION 4 - LIFE ANNUITY WITH 10-YEAR  GUARANTEE.  Monthly  annuity  payments are
paid  during  the life of an  Annuitant,  but at least for the  10-year  minimum
period.

OPTION 5 - JOINT AND LAST SURVIVOR  ANNUITY.  Monthly annuity  payments are paid
during the joint  lifetime of the Annuitant  and a designated  second person and
are paid thereafter during the remaining lifetime of the survivor,  ceasing with
the last annuity payment due prior to the survivor's death.


Purchase Payments and Contract Value
- --------------------------------------------------------------------------------

Purchase Payments
The Contracts may be purchased under a flexible purchase payment plan.  Purchase
payments are payable in the frequency and in the amount selected by the Contract
Owner.  The initial  purchase  payment is due on the Effective Date. The initial
purchase payment must be at least $2,000.  Subsequent  purchase payments must be
at least $250.  These minimum  amounts are not waived for Qualified  Plans.  The
Company  reserves  the right to decline any  application  or  purchase  payment.
Amounts in excess of $1 million require preapproval by the Company.  The Company
may,  at its sole  discretion,  waive the  minimum  payment  requirements  under
specific  circumstances.  The Contract Owner may elect to increase,  decrease or
change the frequency of purchase payments.

Allocation of Purchase Payments

   
Purchase  payments are allocated to one or more of the  Sub-Accounts  within the
Variable Account as selected by the Contract Owner. THE MUTUAL SHARES SECURITIES
FUND AND THE MUTUAL  DISCOVERY  SECURITIES  FUND ARE NOT  AVAILABLE  IN NEW YORK
UNTIL  APPROVED  BY THE NEW YORK  INSURANCE  DEPARTMENT.  (CHECK WITH YOUR AGENT
REGARDING AVAILABILITY.) For each Sub- Account,  purchase payments are converted
into  Accumulation  Units.  The number of  Accumulation  Units  credited  to the
Contract is  determined  by  dividing  the  purchase  payment  allocated  to the
Sub-Account by the value of the Accumulation Unit for the Sub-Account.
    

The  Company has the right to allocate  initial  purchase  payments to the Money
Market Sub-Account until the expiration of 15 days from the date the Contract is
mailed from the Valuemark  Service Center. In the event that the Company does so
allocate  initial  purchase  payments,  at the end of  this  15-day  period  the
Contract Value will be allocated to the Sub-Account(s)  selected by the Contract
Owner.  Currently,  however,  the Company  will  allocate  the initial  purchase
payment directly to the Sub- Account(s) selected by the Contract Owner.

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

   
The  Company  reserves  the right to limit the  number  of  Sub-Accounts  that a
Contract  Owner  may have at any one time.  Currently,  the  Contract  Owner may
initially select up to nine Sub-Accounts,  and may only be invested in a maximum
of ten Sub- Accounts at any one time  throughout  the life of the Contract.  The
Company  reserves the right to change the maximum number of  Sub-Accounts in the
future.

For initial  purchase  payments,  if the  application  for a Contract is in good
order,  the Company will apply the purchase  payment to the Variable Account and
credit the Contract with Accumulation Units within two business days of receipt.
    

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

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

Transfer of Contract Values

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

Neither the Variable Account nor the Trust is designed for  professional  market
timing organizations,  other entities, or individuals using programmed, large or
frequent transfers. A pattern of exchanges that coincides with a "market timing"
strategy may be disruptive to a Fund and may be refused.  Accounts  under common
ownership  or control may be  aggregated  for  purposes of transfer  limits.  In
coordination  with the Trust,  the Company  reserves  the right to restrict  the
transfer  privilege or reject any specific purchase payment  allocation  request
for any person whose transactions seem to follow a timing pattern.
    

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

All transfers are subject to the following:

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

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

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

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

e. Any  transfer  direction  must  clearly  specify  the  amount  which is to be
transferred and the Sub-Accounts which are to be affected.

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

g. After the Income Date,  transfers  may not take place between a Fixed Annuity
Option and a Variable Annuity Option.

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

Dollar Cost Averaging

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

Dollar Cost  Averaging may be selected for 12 to 36 months.  The minimum  amount
per period to allocate is $1,000.  All Dollar Cost  Averaging  transfers will be
made  effective the tenth of the month (or the next  Valuation Date if the tenth
of the month is not a Valuation  Date).  Election into this program may occur at
any time by  properly  completing  the  Dollar  Cost  Averaging  election  form,
returning  it to the  Company by the first of the month,  to be  effective  that
month,  and  insuring  that  sufficient  value is in  either  the  Money  Market
Sub-Account or The U.S. Government  Securities  Sub-Account.  When utilizing the
Dollar Cost Averaging  program,  a Contract Owner must be invested in either the
Money Market Sub-Account or The U.S. Government  Securities  Sub-Account and may
invest in a maximum of eight of the other Sub-Accounts.

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

The Automatic  Investment  Plan (AIP) is a program by which a Contract Owner may
make monthly or quarterly  investments  by electronic  funds transfer from their
checking or savings  account if their bank is a member of an Automatic  Clearing
House.  Election of this program may occur at the time a contract is issued,  or
at any time  thereafter  by  completing  and  signing the  appropriate  form and
returning  it to the  Company.  The form must be  received  in good order by the
first of the month in order for AIP to begin that same month.  Investments  take
place on the 20th of the month,  or the next  business  day. AIP may not be used
for the initial purchase payment. The minimum investment that may be made by AIP
is $250.

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

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

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

Contract Value

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

Accumulation Unit

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

a.  is the net result of

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

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

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

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

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


Distributor
- --------------------------------------------------------------------------------

   
NALAC  Financial  Plans,  Inc.  ("NFP"),  1750  Hennepin  Avenue,   Minneapolis,
Minnesota,  acts as the  distributor  of the  Contracts.  NFP is a  wholly-owned
subsidiary of Allianz Life, the Company's parent. The Contracts are offered on a
continuous  basis.  NFP  has   subcontracted   with  Franklin   Advisers,   Inc.
("Advisers")  for  it  and/or  certain  of its  affiliates  to  provide  certain
marketing  support  services  and  NFP  compensates  these  entities  for  their
services.  Commissions  will be paid to  broker-dealers  who sell the Contracts.
Broker-dealers  will be paid  commissions  and expense  reimbursements  up to an
amount  equal to 6.0% of  purchase  payments  for  promotional  or  distribution
expenses associated with the marketing of the Contracts.  The New York Insurance
Department now permits asset based compensation.  The Company may adopt an asset
based  compensation  program  in  addition  to,  or  in  lieu  of,  the  present
compensation program. Commissions may be recovered from broker-dealers if a full
or partial surrender occurs within 12 months of a purchase payment.
    


Surrenders
- --------------------------------------------------------------------------------

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

Certain tax withdrawal  penalties and  restrictions may apply to surrenders from
the Contracts.  (See "Tax Status.") For Contracts  purchased in connection  with
403(b)  plans,  the Code  limits  the  withdrawal  of  amounts  attributable  to
contributions  made  pursuant  to a salary  reduction  agreement  (as defined in
Section  403(b)(11) of the Code) to circumstances  only when the Contract Owner:
(1)  attains  age 591/2;  (2)  separates  from  service;  (3) dies;  (4) becomes
disabled  (within  the meaning of Section  72(m)(7) of the Code);  or (5) in the
case of hardship.

However, withdrawals for hardship are restricted
to  the  portion  of  the  Contract  Owner's  Contract  Value  which  represents
contributions by the Contract Owner and does not include any investment results.
The limitations on withdrawals  became effective  January 1, 1989 and apply only
to salary  reduction  contributions  made after  December  31,  1988,  to income
attributable to such contributions and to income attributable to amounts held as
of December 31, 1988. The limitations on withdrawals do not affect  rollovers or
transfers between certain Qualified Plans.  Contract Owners should consult their
own tax counsel or other tax adviser regarding any distributions.

Systematic Withdrawal

The Company permits a systematic  withdrawal plan which enables a Contract Owner
to  pre-authorize  a periodic  exercise  of the  contractual  withdrawal  rights
described  above.  Systematic  withdrawal  is not  available  for  Non-Qualified
Contracts where the Contract Owner is under age 591/2. Certain tax penalties and
restrictions may apply to systematic  withdrawals from the Contracts.  (See "Tax
Status - Tax Treatment of Withdrawals - Qualified  Contracts.")  Contract Owners
entering into such a plan instruct the Company to withdraw a level dollar amount
from the  Contract  on a  monthly  or  quarterly  basis.  Currently,  systematic
withdrawal on a monthly or quarterly  basis is available to Contract  Owners who
have a  Contract  Value of  $50,000  or more and on a  quarterly  basis  only to
Contract  Owners who have a  Contract  Value of at least  $20,000  but less than
$50,000.  The amount  deducted will result in the  cancellation  of Accumulation
Units  from each  applicable  Sub-Account  in the  ratio  that the value of each
Sub-Account  bears to the total Contract Value.  The Contract Owner must specify
in writing in advance  which  units are to be  canceled  if other than the above
mentioned  method of cancellation is desired.  The Company reserves the right to
modify the eligibility rules at any time,  without notice.  The total systematic
withdrawal in a Contract  Year which can be made without  incurring a Contingent
Deferred  Sales  Charge is  limited to not more than 9% of the  Contract  Value.
However,  the 9% limit may be increased to allow systematic  withdrawals to meet
applicable  minimum  distribution  requirements  for  Qualified  Contracts.  The
exercise of the systematic withdrawal plan in any Contract Year replaces the 15%
amount which is allowable per year without incurring a Contingent Deferred Sales
Charge.  Any other withdrawal in a year when the systematic  withdrawal plan has
been utilized will be subject to the Contingent Deferred Sales Charge.

Delay of Payments

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

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

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

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

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

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


Administration of the Contracts
- --------------------------------------------------------------------------------

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


Performance Data
- --------------------------------------------------------------------------------

Money Market Sub-Account

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

Other Sub-Accounts

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

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

The Appendix to this Prospectus contains performance  information that you might
find  informative.  The Mutual Shares  Securities Fund and the Mutual  Discovery
Securities Fund ("New  Valuemark  funds") are newly created and therefore do not
yet have their own performance  record.  However,  they have the same investment
objectives and portfolio managers and substantially the same investment policies
as two  corresponding  series of Franklin  Mutual  Series  Fund Inc.  (formerly,
Mutual Series Fund Inc.) which have been sold to the public ("Public Funds"). In
order to show how the  performance  of the  Public  Funds  would  have  affected
Accumulation Unit values, hypothetical performance information was developed.

Part 1 in the  Appendix  shows the  historical  performance  of the Public Funds
which  reflects the  deduction of the  historical  fees and expenses paid by the
Public  Funds  and  not  those  paid by the New  Valuemark  funds.  Part 2 shows
hypothetical  performance  figures for the  Accumulation  Units which assume the
deduction of the Mortality and Expense Risk Charge, the  Administrative  Expense
Charge  and the fees and  expenses  that the  Public  Funds  paid.  Part 3 shows
hypothetical  performance  figures for the Accumulation  Units which reflect the
deduction of the Mortality and Expense Risk Charge, the  Administrative  Expense
Charge, the Contract  Maintenance  Charge, the Contingent  Deferred Sales Charge
and the  fees  and  expenses  that  the  Public  Funds  paid.  The  hypothetical
performance figures for the Accumulation Units have not been restated to reflect
the higher fees for the New Valuemark  funds.  If the higher fees were used, the
hypothetical  performance shown would be lower.  Future performance may vary and
the results shown are not necessarily representative of future results.
    

Performance Ranking

The performance of each or all of the  Sub-Accounts of the Variable  Account may
be compared in its  advertisements  and sales  literature to the  performance of
other variable  annuity  issuers in general or to the  performance of particular
types of variable annuities investing in mutual funds, or series of mutual funds
with investment  objectives  similar to each of the 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 funds  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.


Tax Status
- --------------------------------------------------------------------------------

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

General

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

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

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

Diversification

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

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

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

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

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

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

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

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

Multiple Contracts

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

Contracts Owned by Other than Natural Persons

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

Tax Treatment of Assignments

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

Income Tax Withholding

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

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

Tax Treatment of Withdrawals -
Non-Qualified Contracts

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

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

Qualified Plans

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

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

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

a.  H.R. 10 Plans

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

b.  Tax-Sheltered Annuities

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

c.  Individual Retirement Annuities

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

d.  Corporate Pension and Profit-Sharing Plans

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

Tax Treatment of Withdrawals -
Qualified Contracts

In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.  Section  72(t) of the Code  imposes a 10%  penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Sections 401 (H.R. 10 and Corporate  Pension and
Profit-Sharing  Plans), 403(b) (Tax-Sheltered  Annuities) and 408(b) (Individual
Retirement Annuities).  To the extent amounts are not includible in gross income
because  they have been  properly  rolled over to an IRA or to another  eligible
Qualified  Plan, no tax penalty will be imposed.  The tax penalty will not apply
to the following distributions: (a) if distribution is made on or after the date
on which the Contract Owner or Annuitant (as applicable)  reaches age 591/2; (b)
distributions  following  the  death  or  disability  of the  Contract  Owner or
Annuitant (as applicable) (for this purpose  disability is as defined in Section
72(m)(7) of the Code); (c) after separation from service, distributions that are
part of  substantially  equal periodic  payments made not less  frequently  than
annually for the life (or life  expectancy)  of the Contract  Owner or Annuitant
(as applicable) or the joint lives (or joint life expectancies) of such Contract
Owner  or  Annuitant  (as  applicable)  and  his  designated  beneficiary;   (d)
distributions to a Contract Owner or Annuitant (as applicable) who has separated
from  service  after  he has  attained  age 55;  (e)  distributions  made to the
Contract Owner or Annuitant (as applicable) to the extent such  distributions do
not exceed the amount  allowable  as a deduction  under Code  Section 213 to the
Contract Owner or Annuitant (as  applicable) for amounts paid during the taxable
year for medical care; and (f) distributions made to an alternate payee pursuant
to a qualified domestic relations order.

The  exceptions  stated in items (d), (e) and (f) above do not apply in the case
of an Individual Retirement Annuity. The exception stated in item (c) applies to
an  Individual  Retirement  Annuity  without  the  requirement  that  there be a
separation from service.

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

Tax-Sheltered Annuities - Withdrawal Limitations

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


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

   
Audited financial  statements of the Company and audited financial statements of
the Variable Account as of and for the year ended December 31, 1995 are included
in the Statement of Additional  Information.  Unaudited financial  statements of
the Variable  Account as of and for the six-month period ended June 30, 1996 are
also included in the Statement of Additional Information.
    


Legal Proceedings
- --------------------------------------------------------------------------------

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


   
Appendix
- --------------------------------------------------------------------------------

Performance Information of Selected Public Funds

The Mutual Shares  Securities  Fund and Mutual  Discovery  Securities Fund ("New
Valuemark funds") are newly created series of Franklin  Valuemark Funds and have
no  performance  record.  The New  Valuemark  funds do,  however,  have the same
investment  objective  and  portfolio  managers,1  and  substantially  the  same
investment policies,  as two corresponding series of Franklin Mutual Series Fund
Inc.  (formerly  "Mutual Series Fund Inc.") which have been sold directly to the
public  ("Public  Funds").  Thus,  the  performance  of the Public  Funds may be
considered relevant by investors.


Part 1 of the chart shows the past  performance of the Public Funds, in terms of
average  annual total return over the periods  indicated.  Average  annual total
return  represents the average annual change in value of an investment  over the
stated  periods,  assuming  reinvestment  of dividends  and capital gains at net
asset value.  These  figures  reflect the deduction of the  historical  fees and
expenses paid by the Public Funds, which have been sold without sales charges.

Part 2 shows hypothetical performance of Accumulation Units of the New Valuemark
funds, based on the past average annual total return of the Public Funds and the
deduction  of all  current  recurring  expenses  of  the  Separate  Account,  as
described above in this Prospectus.  These figures do not reflect any Contingent
Deferred Sales Charge or Annual Contract  Maintenance  Charge, and have not been
restated to reflect the higher  expenses of the New Valuemark  funds,  which are
also  described in this  Prospectus;  all of which would lower the  hypothetical
performance shown.

Part 3 shows hypothetical performance of Accumulation Units of the New Valuemark
funds, based on the past average annual total return of the Public Funds and the
deduction of all current recurring expenses of the Separate Account,  as well as
deduction of the applicable Contingent Deferred Sales Charge and Annual Contract
Maintenance  Charge,  as described above in this Prospectus.  These figures have
not been  restated to reflect the higher  expenses of the New  Valuemark  funds,
which  are  also  described  in  this  Prospectus  and  which  would  lower  the
hypothetical performance shown.

Past performance cannot predict or guarantee future results of the New Valuemark
funds. In addition, the investment performance of the New Portfolios will differ
from the  performance  of the Public  Funds  because of  product  and  portfolio
differences,  including differences in portfolio size, the investments held, the
timing of purchases of similar  investments,  cash flows,  minor  differences in
certain  investment  policies,  insurance  product  related tax  diversification
requirements,  state insurance  regulations,  and additional  administrative and
insurance  costs  associated with insurance  company  separate  accounts.  These
figures are not adjusted for tax consequences.

THE MUTUAL SHARES  SECURITIES FUND AND THE MUTUAL DISCOVERY  SECURITIES FUND ARE
NOT AVAILABLE IN NEW YORK UNTIL APPROVED BY THE NEW YORK  INSURANCE  DEPARTMENT.
(CHECK WITH YOUR AGENT REGARDING AVAILABILITY.)

1 In November 1996,  Franklin Resources,  Inc., parent company of the investment
managers of the Franklin  Valuemark  Funds,  completed the  acquisition of Heine
Securities  Corporation,  the investment manager of Mutual Series Fund Inc. This
transaction  did  not,  however,  change  the  individuals  responsible  for the
day-to-day  operations  of  Franklin  Mutual  Series  Fund  Inc.,  who are  also
responsible for the day-to-day operations of the New Valuemark funds.
    


<PAGE>
   
<TABLE>
<CAPTION>

1. Public Funds' Historical Performance
                                                                                         Since    Inception
            Periods Ended 9/30/96:                   One-Year   Five-Years  Ten-Years  Inception    Date
- ----------------------------------------------------------------------------------------------------------------
            <S>                                       <C>        <C>        <C>         <C>       <C>
            Mutual Discovery Fund.................    18.52%        --         --       21.90%    12/31/92
            Mutual Shares Fund....................    13.59%     17.47%     14.87%        --       7/1/49

2. Hypothetical Accumulation Unit Performance (includes all current recurring expenses of the Separate Account)
                                                                                         Since    Inception
            Periods Ended 9/30/96:                   One-Year   Five-Years  Ten-Years  Inception    Date
- ----------------------------------------------------------------------------------------------------------------

            Mutual Discovery Securities
             Sub-Account .........................    16.82%        --         --       20.14%    12/31/92
            Mutual Shares Securities
             Sub-Account .........................    11.92%     15.74%     13.20%        --       7/1/49

3.  Hypothetical  Accumulation  Unit  Performance  (includes  all current  recurring  expenses of the Separate  Account and
    deduction of the Contingent Deferred Sales Charge and Annual Contract Maintenance Charge)
                                                                                         Since    Inception
            Periods Ended 9/30/96:                   One-Year   Five-Years  Ten-Years  Inception    Date
- ----------------------------------------------------------------------------------------------------------------

            Mutual Discovery Securities
             Sub-Account..........................    12.47%        --         --       19.92%    12/31/92
            Mutual Shares Securities
             Sub-Account..........................     7.57%     15.57%     13.17%        --       7/1/49
</TABLE>
    





<TABLE>
<CAPTION>
Table of Contents of the
Statement of Additional Information
- --------------------------------------------------------
   
Item                                                Page
<S>                                                   <C>
Company..........................................     2
Experts .........................................     2
Legal Opinions...................................     2
Distributor......................................     2
Calculation of Performance Data..................     2
 Total Return....................................     2
 Yield ..........................................     2
 Performance Ranking.............................     3
 Performance Information ........................     3
Annuity Provisions ..............................     6
 Variable Annuity Payout ........................     6
 Annuity Unit Value .............................     6
 Fixed Annuity Payout ...........................     6
Financial Statements ............................     6
    
</TABLE>

<PAGE>
                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

   
                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                        PREFERRED LIFE VARIABLE ACCOUNT C
                                       and
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
                                November 8, 1996
    

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

THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE  INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS,  CALL OR WRITE THE
COMPANY  AT:  152 West  57th  Street,  18th  Floor,  New York,  NY 10019,  (212)
586-7733.
   
THIS STATEMENT OF ADDITIONAL  INFORMATION  AND THE PROSPECTUS ARE DATED NOVEMBER
8, 1996, AND AS MAY BE AMENDED FROM TIME TO TIME.

<TABLE>
<CAPTION>
Table of Contents
- -------------------------------------------------------
Contents                                           Page
<S>                                                   <C>
Company........................................       2
Experts........................................       2
Legal Opinions.................................       2
Distributor....................................       2
Calculation of Performance Data................       2
 Total Return..................................       2
 Yield.........................................       2
 Performance Ranking...........................       3
 Performance Information.......................       3
Annuity Provisions.............................       6
 Variable Annuity Payout.......................       6
 Annuity Unit Value............................       6
 Fixed Annuity Payout..........................       6
Financial Statements...........................       6
</TABLE>
                                                                  V2NY SAI 11/96
    


<PAGE>


Company
- --------------------------------------------------------------------------------

   
Information  regarding  Preferred  Life  Insurance  Company  of  New  York  (the
"Company")  and its  ownership is contained  in the  Prospectus.  The Company is
rated A+e (Superior,  parent rating) 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 Preferred Life Variable Account C and the financial
statements  of the  Company  as of and for the  year  ended  December  31,  1995
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
- --------------------------------------------------------------------------------

Legal matters in connection with the Contracts described herein are being passed
upon  by  the  law  firm  of  Blazzard,  Grodd  &  Hasenauer,   P.C.,  Westport,
Connecticut.

Distributor
- --------------------------------------------------------------------------------

NALAC Financial Plans, Inc., a wholly-owned subsidiary of Allianz Life Insurance
Company of North America,  the Company's  parent,  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
Sub-Accounts in advertisements and Contract Owner communications. Such data will
show the  percentage  change in the value of an  accumulation  unit based on the
performance  of a Sub-Account  over a stated period of time,  usually a calendar
year,  which is  determined  by dividing the increase (or decrease) in value for
that unit by the accumulation unit value at the beginning of the period.

Any such  advertisement  will include total return  figures for the time periods
indicated  in the  advertisement.  Such total  return  figures  will reflect the
deduction of a 1.25% Mortality and Expense Risk Charge,  a 0.15%  Administrative
Expense  Charge,  the fees of the  Funds  being  advertised  and any  applicable
Contingent Deferred Sales Charge and Contract Maintenance Charge  ("Standardized
Total Return").  The Contingent  Deferred Sales Charge and Contract  Maintenance
Charge  deductions are calculated  assuming a Contract is surrendered at the end
of the reporting period.

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

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

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


<PAGE>

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

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

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

   
For the seven-day period ending on 6/30/96,  the Money Market  Sub-Account had a
current yield of 3.47% and an effective yield of 3.53%.

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

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

                          Yield = 2 [((a-b) + 1)6 - 1]
                                      -----
                                       cd
where:
a = net investment  income earned during the period by the Fund  attributable to
    shares  owned by the  Sub-Account;
b = expenses  accrued for the period (net of reimbursements);
c = the  average  daily  number of  accumulation  units  outstanding  during the
    period;
d = the maximum  offering  price per  accumulation  unit on  the last day of the
    period.

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

Performance Ranking

Total  return  information  for the  Sub-Accounts  may be  compared  to relevant
indices, including U.S. domestic and international taxable bond indices and data
from Lipper Analytical Services, Inc., Standard & Poor's Indices, or VARDS. From
time to time,  evaluation of performance by independent sources may also be used
in  advertisements  and in  information  furnished  to  present  or  prospective
Contract Owners.

Performance Information

Total  returns  quoted in  advertising  reflect all  aspects of a  Sub-Account's
return,  including the automatic reinvestment by Preferred Life Variable Account
C of all distributions and any change in a Sub-Account's  value over the period.
The  following  chart shows the average  annual total  return on a  hypothetical
investment  in the  Sub-Accounts  for the last  year,  from  the  date  that the
Sub-Account began operations,  and, for Sub-Accounts in existence for five years
or more, for five years,  through June 30, 1996. In addition,  cumulative  total
returns for the periods shown through June 30, 1996, are presented.  The returns
reflect the deduction of the  Mortality and Expense Risk Charge,  Administrative
Expense  Charge and the actual fees and expenses paid by each Fund and are shown
both with and without the deduction of the Contingent  Deferred Sales Charge and
Contract Maintenance Charge.

<PAGE>


<TABLE>
<CAPTION>
Standardized Total Return
Average Annual Total Return for the periods ended June 30, 1996:
With Contingent Deferred Sales Charge and Other Charges
                                                                            Inception      One     Five      Since
Sub-Account                                                                   Date         Year    Year    Inception
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>           <C>      <C>     <C>
Capital Growth...........................................................    6/10/96          NA     NA           NA
Growth and Income .......................................................     9/6/91      15.70%     NA       10.67%
High Income .............................................................     9/6/91       3.76%     NA       10.25%
Income Securities........................................................     9/6/91       7.70%     NA       10.04%
Money Market.............................................................     9/6/91      -0.44%     NA        2.37%
Precious Metals..........................................................     9/6/91       4.19%     NA        7.99%
Real Estate Securities ..................................................     9/6/91      14.83%     NA       12.62%
Rising Dividends.........................................................    3/10/92      16.27%     NA        6.70%
Small Cap................................................................    6/10/96          NA     NA           NA
Templeton Developing Markets Equity......................................    4/25/94       9.62%     NA        3.52%
Templeton Global Asset Allocation........................................     8/4/95       8.39%     NA           NA
Templeton Global Growth..................................................    4/25/94      10.61%     NA        9.73%
Templeton Global Income Securities*......................................     9/6/91       1.66%     NA        4.92%
Templeton International Equity...........................................    3/10/92       9.39%     NA        9.36%
Templeton International Smaller Companies ...............................    6/10/96          NA     NA           NA
Templeton Pacific Growth.................................................    3/10/92      12.29%     NA       10.03%
U.S. Government Securities...............................................     9/6/91      -1.13%     NA        5.86%
Utility Equity...........................................................     9/6/91      15.65%     NA        9.12%
Zero Coupon - 2000.......................................................     9/6/91      -1.94%     NA        7.86%
Zero Coupon - 2005.......................................................     9/6/91      -2.64%     NA        9.64%
Zero Coupon - 2010.......................................................     9/6/91      -2.76%     NA       10.92%

<FN>
As of June 30, 1996, the Mutual Discovery Securities  Sub-Account and the Mutual
 Shares Securities Sub-Account had not yet commenced operations.
*Prior to May 1, 1996, the Templeton  Global Income  Securities  Sub-Account was
 known as the Global Income Sub-Account.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Non-Standardized Total Return Total Return for the periods ended June 30, 1996:
Without Contingent Deferred Sales Charge or Contract Maintenance Charge

                                                             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.................    6/10/96          NA         NA     NA       -0.56%         NA     NA       -0.56%
Growth and Income..............     9/6/91      20.05%     12.10%     NA       10.81%     40.87%     NA       64.01%
High Income....................     9/6/91       8.11%      7.44%     NA       10.38%     24.03%     NA       60.98%
Income Securities..............     9/6/91      12.05%      7.08%     NA       10.18%     22.76%     NA       59.56%
Money Market...................     9/6/91       3.91%      3.02%     NA        2.54%      9.33%     NA       12.84%
Precious Metals................     9/6/91       8.54%      5.56%     NA        8.14%     17.62%     NA       45.82%
Real Estate Securities.........     9/6/91      19.18%      9.34%     NA       12.75%     30.70%     NA       78.31%
Rising Dividends...............    3/10/92      20.62%      9.20%     NA        6.88%     30.20%     NA       33.21%
Small Cap......................    6/10/96          NA         NA     NA       -4.37%         NA     NA       -4.37%
Templeton Developing
 Markets Equity................    4/25/94      13.97%         NA     NA        4.62%         NA     NA       10.37%
Templeton Global
 Asset Allocation..............     8/4/95          NA         NA     NA       10.27%         NA     NA       10.27%
Templeton Global Growth .......    4/25/94      14.96%         NA     NA       10.75%         NA     NA       24.99%
Templeton Global
 Income Securities*............     9/6/91       6.01%      3.92%     NA        5.08%     12.21%     NA       26.95%
Templeton International
 Equity........................    3/10/92      13.74%     13.84%     NA        9.53%     47.52%     NA       48.03%
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
Non-Standardized Total Return (cont.)
Total Return for the periods ended June 30, 1996:
Without Contingent Deferred Sales Charge or Contract Maintenance Charge

                                                             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>
Templeton International
 Smaller Companies.............    6/10/96          NA         NA     NA        1.30%         NA     NA        1.30%
Templeton Pacific Growth ......    3/10/92      16.64%     11.71%     NA       10.19%     39.40%     NA       51.93%
U.S. Government
 Securities....................     9/6/91       3.22%      3.29%     NA        6.01%     10.19%     NA       32.50%
Utility Equity.................     9/6/91      20.00%      5.25%     NA        9.27%     16.59%     NA       53.29%
Zero Coupon - 2000.............     9/6/91       2.41%      2.93%     NA        8.00%      9.04%     NA       44.91%
Zero Coupon - 2005.............     9/6/91       1.71%      3.59%     NA        9.77%     11.15%     NA       56.74%
Zero Coupon - 2010.............     9/6/91       1.59%      5.40%     NA       11.05%     17.08%     NA       65.71%

<FN>
As of June 30, 1996, the Mutual Discovery Securities  Sub-Account and the Mutual
 Shares Securities Sub-Account had not yet commenced operations.
*Prior to May 1, 1996, the Templeton  Global Income  Securities  Sub-Account was
 known as the Global Income Sub-Account.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Non-Standardized Total Return
Total Return for the periods ended June 30, 1996:
With Contingent Deferred Sales Charge and Other Charges
                                                                                                      Cumulative
                                                                         Total Return                Total Return
                                                                -----------------------------    --------------------
                                                  Inception      One       Three      Since       Three       Since
Sub-Account                                         Date         Year      Year     Inception     Year      Inception
- ---------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>        <C>      <C>           <C>       <C>
Capital Growth.................................    6/10/96          NA         NA      -4.91%         NA      -4.91%
Growth and Income..............................     9/6/91      15.70%     11.42%      10.67%     38.31%      62.99%
High Income....................................     9/6/91       3.76%      6.71%      10.25%     21.50%      60.02%
Income Securities..............................     9/6/91       7.70%      6.33%      10.04%     20.23%      58.60%
Money Market...................................     9/6/91      -0.44%      2.22%       2.37%      6.81%      11.94%
Precious Metals................................     9/6/91       4.19%      4.80%       7.99%     15.10%      44.86%
Real Estate Securities.........................     9/6/91      14.83%      8.62%      12.62%     28.16%      77.31%
Rising Dividends...............................    3/10/92      16.27%      8.48%       6.70%     27.64%      32.25%
Small Cap......................................    6/10/96          NA         NA      -8.72%         NA      -8.72%
Templeton Developing Markets Equity............    4/25/94       9.62%         NA       3.52%         NA       7.85%
Templeton Global Asset Allocation..............     8/4/95          NA         NA       5.92%         NA       5.92%
Templeton Global Growth........................    4/25/94      10.61%         NA       9.73%         NA      22.47%
Templeton Global Income Securities*............     9/6/91       1.66%      3.13%       4.92%      9.69%      26.03%
Templeton International Equity.................    3/10/92       9.39%     13.18%       9.36%     44.98%      47.06%
Templeton International Smaller
 Companies.....................................    6/10/96          NA         NA      -3.05%         NA      -3.05%
Templeton Pacific Growth.......................    3/10/92      12.29%     11.03%      10.03%     36.87%      50.97%
U.S. Government Securities.....................     9/6/91      -1.13%      2.49%       5.86%      7.67%      31.58%
Utility Equity.................................     9/6/91      15.65%      4.47%       9.12%     14.03%      52.32%
Zero Coupon - 2000.............................     9/6/91      -1.94%      2.13%       7.86%      6.52%      44.00%
Zero Coupon - 2005.............................     9/6/91      -2.64%      2.80%       9.64%      8.62%      55.81%
Zero Coupon - 2010.............................     9/6/91      -2.76%      4.63%      10.92%     14.55%      64.77%

<FN>
As of June 30, 1996, the Mutual Discovery Securities  Sub-Account and the Mutual
 Shares Securities Sub-Account had not yet commenced operations.
*Prior to May 1, 1996, the Templeton  Global Income  Securities  Sub-Account was
 known as the Global Income Sub-Account.
</FN>
</TABLE>

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

<PAGE>

Annuity Provisions
- --------------------------------------------------------------------------------

Variable Annuity Payout

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

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

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

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

   
Annuity Unit Value

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

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

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

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

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

Fixed Annuity Payout

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

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

   
The  audited  financial  statements  of the Company as of and for the year ended
December 31, 1995, included herein should be considered only as bearing upon the
ability of the Company to meet its obligations under the Contracts.  The audited
financial  statements  of the  Variable  Account  as of and for the  year  ended
December 31, 1995 are also included  herein.  In addition,  unaudited  financial
statements of the Variable Account as of and for the six-month period ended June
30, 1996 are included herein.     




<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements

Statements of Assets and Liabilities
June 30, 1996 (unaudited)
(In thousands except per unit data)

                                                                                                                       U.S.
                                                                    Money  Growth and Precious  High   Real Estate  Government
                                                                   Market    Income    Metals  Income  Securities   Securities
                                                                    Fund      Fund      Fund    Fund      Fund         Fund
                                                                   ------    -------   ------   -----    -------    ----------
<S>                                                               <C>      <C>        <C>      <C>     <C>          <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Money Market Fund, 30,044 shares, cost $30,044................  $30,044          -        -       -          -             -
  Growth and Income Fund, 5,705 shares, cost $84,018............        -     92,543        -       -          -             -
  Precious Metals Fund, 594 shares, cost $8,785.................        -          -    8,874       -          -             -
  High Income Fund, 2,692 shares, cost $34,686..................        -          -        -  34,730          -             -
  Real Estate Securities Fund, 868 shares, cost $13,421.........        -          -        -       -     15,538             -
  U.S. Government Securities Fund, 6,017 shares, cost $80,712...        -          -        -       -          -        77,075
                                                                  -------    -------   ------  ------    -------     ---------
      Total assets..............................................   30,044     92,543    8,874  34,730     15,538        77,075
                                                                  -------    -------   ------  ------    -------     ---------
Liabilities:
 Accrued mortality and expense risk charges.....................        3          5        2       3          3             5
 Accrued administrative charges.................................        1          1        -       -          -             1
                                                                  -------    -------   ------  ------    -------     ---------
      Total liabilities.........................................        4          6        2       3          3             6
                                                                  -------    -------   ------  ------    -------     ---------
      Net assets................................................  $30,040     92,537    8,872  34,727     15,535        77,069
                                                                  =======    =======   ======  ======    =======     =========
Contract owners' equity (note 5)................................  $30,040     92,537    8,872  34,727     15,535        77,069
                                                                  =======    =======   ======  ======    =======     =========
 Accumulation units outstanding.................................    2,290      5,101      583   1,954        808         4,833
                                                                  =======    =======   ======  ======    =======     =========
 Accumulation unit value per unit...............................  $13.116     18.142   15.213  17.777     19.235        15.948
                                                                  =======    =======   ======  ======    =======     =========
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
June 30, 1996 (unaudited)
(In thousands except per unit data)

                                                                                                           Templeton   Investment
                                                               Utility     Zero       Zero       Zero    Global Income   Grade
                                                               Equity     Coupon     Coupon     Coupon    Securities  Intermediate
                                                                Fund     Fund-2000  Fund-2005  Fund-2010      Fund      Bond Fund
                                                              --------    -------    -------    -------    ---------    --------
<S>                                                           <C>        <C>        <C>        <C>       <C>          <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Utility Equity Fund, 6,279 shares, cost $102,495.........   $111,324          -          -          -            -           -
  Zero Coupon Fund - 2000, 1,733 shares, cost $25,044......          -     25,170          -          -            -           -
  Zero Coupon Fund - 2005, 564 shares, cost $8,447.........          -          -      8,658          -            -           -
  Zero Coupon Fund - 2010, 487 shares, cost $7,248.........          -          -          -      7,285            -           -
  Templeton Global Income Securities Fund, 1,773 shares,
   cost $22,795..............................................        -          -          -          -       22,308           -
  Investment Grade Intermediate Bond Fund, 1,143 shares,
   cost $15,338..............................................        -          -          -          -            -      15,323
                                                              --------    -------    -------    -------     --------    --------
      Total assets.........................................    111,324     25,170      8,658      7,285       22,308      15,323
                                                              --------    -------    -------    -------     --------    --------
Liabilities:
 Accrued mortality and expense risk charges................          5          3          3          3            3           3
 Accrued administrative charges............................          1          -          -          -            1           1
                                                              --------    -------    -------    -------     --------    --------
      Total liabilities....................................          6          3          3          3            4           4
                                                              --------    -------    -------    -------     --------    --------
      Net assets...........................................   $111,318     25,167      8,655      7,282       22,304      15,319
                                                              ========    =======    =======    =======     ========    ========
Contract owners' equity (note 5)...........................   $111,318     25,167      8,655      7,282       22,304      15,319
                                                              ========    =======    =======    =======     ========    ========
 Accumulation units outstanding............................      5,487      1,415        446        366        1,429         990
                                                              ========    =======    =======    =======     ========    ========
 Accumulation unit value per unit..........................    $20.287     17.786     19.387     19.907       15.610      15.475
                                                              ========    =======    =======    =======     ========    ========
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
June 30, 1996 (unaudited)
(In thousands except per unit data)

                                                                       Adjustable   Templeton            Templeton    Templeton
                                                             Income       U.S.       Pacific   Rising  International  Developing
                                                           Securities  Government    Growth   Dividends   Equity    Markets Equity
                                                              Fund        Fund        Fund      Fund       Fund          Fund
                                                             ------    ----------    -------   ------    --------     ---------
<S>                                                        <C>        <C>            <C>       <C>      <C>          <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Income Securities Fund, 5,851 shares, cost $88,330......   $94,145           -           -         -           -             -
  Adjustable U.S. Government Fund, 1,307 shares,
   cost $14,286...........................................         -      13,362           -         -           -             -
  Templeton Pacific Growth Fund, 1,909 shares,
   cost $26,507...........................................         -           -      28,438         -           -             -
  Rising Dividends Fund, 3,355 shares, cost $36,675.......         -           -           -    44,628           -             -
  Templeton International Equity Fund, 4,550 shares,
   cost $58,596...........................................         -           -           -         -      64,196             -
  Templeton Developing Markets Equity Fund, 959 shares,
   cost $9,908............................................         -           -           -         -           -        10,599
                                                             -------    --------     -------   -------    --------     ---------
      Total assets........................................    94,145      13,362      28,438    44,628      64,196        10,599
                                                             -------    --------     -------   -------    --------     ---------
Liabilities:
 Accrued mortality and expense risk charges...............         5           3           3         4           4             3
 Accrued administrative charges...........................         1           -           1         -           1             -
                                                             -------    --------     -------   -------    --------     ---------
      Total liabilities...................................         6           3           4         4           5             3
                                                             -------    --------     -------   -------    --------     ---------
      Net assets..........................................   $94,139      13,359      28,434    44,624      64,191        10,596
                                                             =======    ========     =======   =======    ========     =========
Contract owners' equity (note 5)..........................   $94,139      13,359      28,434    44,624      64,191        10,596
                                                             =======    ========     =======   =======    ========     =========
 Accumulation units outstanding...........................     4,605       1,095       1,873     3,352       4,340           960
                                                             =======    ========     =======   =======    ========     =========
 Accumulation unit value per unit.........................   $20.441      12.203      15.181    13.311      14.792        11.030
                                                             =======    ========     =======   =======    ========     =========
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
June 30, 1996 (unaudited)
(In thousands except per unit data)

                                                                                                              Templeton
                                                                      Templeton  Templeton                  International
                                                                       Global  Global Asset  Small   Capital   Smaller    Total
                                                                       Growth   Allocation    Cap    Growth   Companies    All
                                                                        Fund       Fund      Fund     Fund      Fund      Funds
                                                                       -------   ---------   -----    -----   ---------   ------
<S>                                                                   <C>      <C>           <C>     <C>    <C>          <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Templeton Global Growth Fund, 1,870 shares, cost $21,127..........   $23,580          -        -        -          -
  Templeton Global Asset Allocation Fund, 195 shares, cost $2,144...         -      2,213        -        -          -
  Small Cap Fund, 79 shares, cost $960..............................         -          -      960        -          -
  Capital Growth Fund, 12 shares, cost $123.........................         -          -        -      124          -
  Templeton International Smaller Companies Fund, 6 shares, cost $57         -          -        -        -         57
                                                                       -------   --------    -----    -----   --------
      Total assets..................................................    23,580      2,213      960      124         57   731,174
                                                                       -------   --------    -----    -----   --------   -------
Liabilities:
 Accrued mortality and expense risk charges.........................         3          2        1        -          -        69
 Accrued administrative charges.....................................         -          -        -        -          -         9
                                                                       -------   --------    -----    -----   --------   -------
      Total liabilities.............................................         3          2        1        -          -        78
                                                                       -------   --------    -----    -----   --------   -------
      Net assets....................................................   $23,577      2,211      959      124         57   731,096
                                                                       =======   ========    =====    =====   ========   =======
Contract owners' equity (note 5)....................................   $23,577      2,211      959      124         57   731,096
                                                                       =======   ========    =====    =====   ========   =======
 Accumulation units outstanding.....................................     1,889        194       80       12          5    44,107
                                                                       =======   ========   ======   ======   ========   =======
 Accumulation unit value per unit...................................   $12.479     11.382   11.971   10.157     10.307
                                                                       =======   ========   ======   ======   ========
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements (cont.)

Statements of Operations
For the period ended June 30, 1996 (unaudited)
(In thousands)
                                                                                                                        U.S.
                                                                   Money   Growth and Precious  High   Real Estate   Government
                                                                  Market     Income    Metals  Income  Securities    Securities
                                                                   Fund       Fund      Fund    Fund      Fund          Fund
                                                                  -------    -------   ------   -----    -------     ----------
<S>                                                               <C>      <C>        <C>      <C>     <C>         <C>
Investment income:
 Dividends reinvested in fund shares...........................    $ 778      2,058      114    2,915        627         5,488
                                                                 -------    -------   ------   ------    -------    ----------
Expenses:
 Mortality and expense risk charges............................      196        518       58      215         94           497
 Administrative charges........................................       24         62        7       26         11            60
                                                                 -------    -------   ------   ------    -------    ----------
      Total expenses...........................................      220        580       65      241        105           557
                                                                 -------    -------   ------   ------    -------    ----------
      Investment income (loss), net............................      558      1,478       49    2,674        522         4,931
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds..........        -      7,289      105      155          -             -
                                                                 -------    -------   ------   ------    -------    ----------
  Realized gains (losses) on sales of investments:
   Proceeds from sales.........................................   23,087      5,345    3,304    8,383      1,172         6,211
   Cost of investments sold....................................  (23,087)    (4,335)  (2,880)  (7,633)      (992)       (6,130)
                                                                 -------    -------   ------   ------    -------    ----------
      Total realized gains (losses) on sales of investments, net       -      1,010      424      750        180            81
                                                                 -------    -------   ------   ------    -------    ----------
      Realized gains (losses) on investments, net..............        -      8,299      529      905        180            81
  Net change in unrealized appreciation (depreciation) on
   investments.................................................        -     (5,831)    (113)  (2,461)       230        (6,787)
                                                                 -------    -------   ------   ------    -------    ----------
      Total realized gains (losses) and unrealized appreciation
       (depreciation) on investments, net......................        -      2,468      416   (1,556)       410        (6,706)
                                                                 -------    -------   ------   ------    -------    ----------
Net increase (decrease) in net assets from operations..........    $ 558      3,946      465    1,118        932        (1,775)
                                                                 =======    =======   ======   ======    =======    ==========
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
(In thousands)

                                                                                                          Templeton   Investment
                                                              Utility     Zero       Zero       Zero    Global Income    Grade
                                                              Equity     Coupon     Coupon     Coupon    Securities  Intermediate
                                                               Fund     Fund-2000  Fund-2005  Fund-2010     Fund       Bond Fund
                                                              ------    ---------   -------   --------    ---------    --------
<S>                                                           <C>       <C>        <C>        <C>       <C>          <C>
Investment income:
 Dividends reinvested in fund shares........................ $ 5,502       1,407       465        397        1,696         819
                                                             -------      -------   -------    -------    ---------    --------
Expenses:
 Mortality and expense risk charges.........................     699         159        56         47          139          98
 Administrative charges.....................................      84          19         7          6           17          12
                                                             -------      -------   -------    -------    ---------    --------
      Total expenses........................................     783         178        63         53          156         110
                                                             -------      -------   -------    -------    ---------    --------
      Investment income (loss), net.........................   4,719       1,229       402        344        1,540         709
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds.......       -          14         -        108            -           -
                                                             -------      -------   -------    -------    ---------    --------
  Realized gains (losses) on sales of investments:
   Proceeds from sales......................................  10,558       1,577     1,016      1,290        2,066       1,237
   Cost of investments sold.................................  (9,686)     (1,481)     (932)    (1,175)      (1,997)     (1,185)
                                                             -------      -------   -------    -------    ---------    --------
      Total realized gains (losses) on sales
       of investments, net..................................     872          96        84        115           69          52
                                                             -------      -------   -------    -------    ---------    --------
      Realized gains (losses) on investments, net...........     872         110        84        223           69          52
  Net change in unrealized appreciation (depreciation) on
   investments..............................................  (1,682)     (2,069)   (1,184)    (1,522)      (1,488)       (753)
                                                             -------      -------   -------    -------    ---------    --------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net......    (810)     (1,959)   (1,100)    (1,299)      (1,419)       (701)
                                                             -------      -------   -------    -------    ---------    --------
Net increase (decrease) in net assets from operations....... $ 3,909        (730)     (698)      (955)         121           8
                                                             =======      =======   =======    =======    =========    ========
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
(In thousands)

                                                                       Adjustable   Templeton            Templeton    Templeton
                                                             Income       U.S.       Pacific   Rising  International  Developing
                                                           Securities  Government    Growth   Dividends   Equity    Markets Equity
                                                              Fund        Fund        Fund      Fund       Fund         Fund
                                                             ------    ----------    -------   ------    ---------    ---------
<S>                                                        <C>       <C>            <C>       <C>      <C>          <C>
Investment income:
 Dividends reinvested in fund shares......................   $4,813       1,013        799       912       1,626           92
                                                             ------     --------    -------    -----     --------     --------
Expenses:
 Mortality and expense risk charges.......................      577          90        173       263         376           58
 Administrative charges...................................       69          11         21        32          45            7
                                                             ------     --------    -------    -----     --------     --------
      Total expenses......................................      646         101        194       295         421           65
                                                             ------     --------    -------    -----     --------     --------
      Investment income (loss), net.......................    4,167         912        605       617       1,205           27
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds.....      800           -        463         -       1,990          170
                                                             ------     --------    -------    -----     --------     --------
  Realized gains (losses) on sales of investments:
   Proceeds from sales....................................    4,588       3,288      6,231     2,004       4,640        1,061
   Cost of investments sold...............................   (4,151)     (3,338)    (5,586)   (1,656)     (4,168)        (987)
                                                             ------     --------    -------   ------     --------     --------
      Total realized gains (losses) on sales
       of investments, net................................      437         (50)       645       348         472           74
                                                             ------     --------    -------    -----     --------     --------
      Realized gains (losses) on investments, net.........    1,237         (50)     1,108       348       2,462          244
  Net change in unrealized appreciation (depreciation) on
   investments............................................   (2,391)       (569)     1,142     1,648       2,694          888
                                                             ------     --------    -------   ------     --------     --------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net....   (1,154)       (619)     2,250     1,996       5,156        1,132
                                                             ------     --------    -------   ------     --------     --------
Net increase (decrease) in net assets from operations.....   $3,013         293      2,855     2,613       6,361        1,159
                                                             ======     ========    =======   ======     ========     ========
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
(In thousands)

                                                                                                               Templeton
                                                                        Templeton  Templeton                  International
                                                                          Global  Global Asset Small  Capital   Smaller     Total
                                                                          Growth   Allocation   Cap   Growth   Companies     All
                                                                           Fund       Fund      Fund   Fund      Fund       Funds
                                                                         --------   --------    ----   -----   ---------    ------
<S>                                                                     <C>        <C>         <C>    <C>    <C>           <C>
Investment income:
 Dividends reinvested in fund shares..................................     $ 365        1         -       -         -       31,887
                                                                         -------   -------     -----    ----     ------     ------
Expenses:
 Mortality and expense risk charges...................................       124        7         -       -         -        4,444
 Administrative charges...............................................        15        1         -       -         -          536
                                                                         -------   -------     -----    ----     ------     ------
      Total expenses..................................................       139        8         -       -         -        4,980
                                                                         -------   -------     -----    ----     ------     ------
      Investment income (loss), net...................................       226       (7)        -       -         -       26,907
Realized gains (losses) and unrealized appreciation (depreciation) on
 investments:
  Realized capital gain distributions on mutual funds.................       365        2         -       -         -       11,461
                                                                         -------   -------     -----    ----     ------     ------
  Realized gains (losses) on sales of investments:
   Proceeds from sales................................................       257       12       407       -         -       87,734
   Cost of investments sold...........................................      (228)     (12)     (422)      -         -      (82,061)
                                                                         -------   -------     -----    ----     ------     ------
      Total realized gains (losses) on sales of investments, net......        29        -       (15)      -         -        5,673
                                                                         -------   -------     -----    ----     ------     ------
      Realized gains (losses) on investments, net.....................       394        2       (15)      -         -       17,134
  Net change in unrealized appreciation (depreciation) on investments.     1,164       64         -       2         -      (19,018)
                                                                         -------   -------     -----    ----     ------     ------
      Total realized gains (losses) and unrealized appreciation
       (depreciation) on investments, net.............................     1,558       66       (15)      2         -       (1,884)
                                                                         -------   -------     -----    ----     ------     ------
Net increase (decrease) in net assets from operations.................    $1,784       59       (15)      2         -       25,023
                                                                         =======   =======     =====    ====     ======     ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets
For the period ended June 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                                 Growth and       Precious                        Real Estate
                                             Money Market Fund   Income Fund     Metals Fund  High Income Fund  Securities Fund
                                               -------------    ------------     -----------    ------------     ------------
                                               1996     1995    1996    1995     1996   1995    1996    1995     1996    1995
                                              -----    -----    ----    ----     ----   ----   ------  ------   ------  ------
<S>                                         <C>                <C>              <C>           <C>               <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net............   $ 558    1,272    1,478    (131)     49       1   2,674    1,556      522     258
  Realized gains (losses) on investments,
   net.....................................       -        -    8,299   2,371     529     194     905      184      180     186
  Net change in unrealized appreciation
   (depreciation) on investments...........       -        -   (5,831) 13,509    (113)   (159) (2,461)   3,050      230   1,571
                                            -------   ------   ------  ------   -----   -----  ------   ------   ------  ------
      Net increase (decrease) in net assets
       from operations.....................     558    1,272    3,946  15,749     465      36   1,118    4,790      932   2,015
                                            -------   ------   ------  ------   -----   -----  ------   ------   ------  ------
Contract transactions (note 5):
 Purchase payments.........................   7,274   10,218    9,543   9,814     743     519   3,344    5,160      705     855
 Transfers between funds...................  (3,049)  (4,384)   7,858   9,626     834  (1,029) (3,048)   4,955       94  (1,207)
 Surrenders and terminations...............  (3,249)  (9,094)  (3,857) (5,346)   (439) (1,297) (2,488)  (3,966)    (573) (1,337)
 Rescissions...............................     (67)    (157)    (178)   (240)     (9)    (10)      -     (140)       -      (3)
 Other transactions (note 2)...............       2      (14)     (15)     21       -       9      (7)      26       33     (14)
                                            -------   ------   ------  ------   -----   -----  ------   ------   ------  ------
      Net increase (decrease) in net assets
       resulting from contract transactions     911   (3,431)  13,351  13,875   1,129  (1,808) (2,199)   6,035      259  (1,706)
                                            -------   ------   ------  ------   -----   -----  ------   ------   ------  ------
Increase (decrease) in net assets..........   1,469   (2,159)  17,297  29,624   1,594  (1,772) (1,081)  10,825    1,191     309
                                            -------   ------   ------  ------   -----   -----  ------   ------   ------  ------
Net assets at beginning of period..........  28,571   30,730   75,240  45,616   7,278   9,050  35,808   24,983   14,344  14,035
                                            -------   ------   ------  ------   -----   -----  ------   ------   ------  ------
Net assets at end of period................ $30,040   28,571   92,537  75,240   8,872   7,278  34,727   35,808   15,535  14,344
                                            =======   ======   ======  ======   =====   =====  ======   ======   ======  ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                               U.S. Government   Utility Equity    Zero Coupon     Zero Coupon      Zero Coupon
                                               Securities Fund        Fund         Fund - 1995     Fund - 2000      Fund - 2005
                                                -------------    --------------    ------------    -------------    ------------
                                                1996     1995     1996     1995    1996    1995    1996     1995    1996    1995
                                               ------   ------   -----   ------    ----    ----    -----    ----    ----    ----
<S>                                            <C>               <C>              <C>             <C>             <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net.............  $ 4,931    4,337    4,719    4,316     -     252     1,229      703     402    222
  Realized gains (losses) on investments, net      81      267      872       56     -    (190)      110      127      84     93
  Net change in unrealized appreciation
   (depreciation) on investments.............  (6,787)   8,141   (1,682)  22,858     -     189    (2,069)   2,954  (1,184) 1,761
                                              -------   ------  -------   ------   ---   -----    ------   ------   -----  -----
      Net increase (decrease) in net assets
       from operations.......................  (1,775)  12,745    3,909   27,230     -     251      (730)   3,784    (698) 2,076
                                              -------   ------  -------   ------   ---   -----    ------   ------   -----  -----
Contract transactions (note 5):
 Purchase payments..........................    3,605    6,927    3,674    5,661     -      98     1,459    4,576     883  1,474
 Transfers between funds....................   (2,919)     192   (5,132)      13     -  (4,137)     (332)   1,668    (443)   234
 Surrenders and terminations................   (4,725) (10,634)  (6,859) (12,439)    -  (1,151)   (1,076)  (1,821)   (579)  (674)
 Rescissions................................      (62)    (103)     (39)     (78)    -       -       (57)     (85)    (38)   (57)
 Other transactions (note 2)................       10       60       22      (59)    -      (3)       (6)     (10)     (1)    (5)
                                              -------   ------  -------   ------   ---   -----    ------   ------   -----  -----
      Net increase (decrease) in net assets
       resulting from contract transactions.   (4,091)  (3,558)  (8,334)  (6,902)    -  (5,193)      (12)   4,328    (178)   972
                                              -------   ------  -------   ------   ---   -----    ------   ------   -----  -----
Increase (decrease) in net assets...........   (5,866)   9,187   (4,425)  20,328     -  (4,942)     (742)   8,112    (876) 3,048
                                              -------   ------  -------   ------   ---   -----    ------   ------   -----  -----
Net assets at beginning of period...........   82,935   73,748  115,743   95,415     -   4,942    25,909   17,797   9,531  6,483
                                              -------   ------  -------   ------   ---   -----    ------   ------   -----  -----
Net assets at end of period.................  $77,069   82,935  111,318   15,743     -       -    25,167   25,909   8,655  9,531
                                              =======   ======  =======   ======   ===   =====    ======   ======   =====  =====
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                                 Templeton    Investment Grade                   Adjustable U.S.
                                               Zero Coupon     Global Income    Intermediate        Income         Government
                                               Fund - 2010    Securities Fund     Bond Fund     Securities Fund       Fund
                                              ------------     ------------     ------------     ------------     ------------
                                              1996    1995     1996    1995     1996    1995     1996    1995     1996    1995
                                             ------   -----   ------  ------    -----   -----   ------  ------   ------  ------
<S>                                          <C>              <C>             <C>               <C>              <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net............   $ 344     104   1,540      532     709      408   4,167    3,335      912     834
  Realized gains (losses) on investments,
   net.....................................     223     136      69       (1)     52      113   1,237      728      (50)     30
  Net change in unrealized appreciation
   (depreciation) on investments...........  (1,522)  1,835  (1,488)   2,221    (753)     742  (2,391)  10,992     (569)    408
                                             ------   -----  ------   ------  ------   ------  ------   ------   ------   -----
     Net increase (decrease) in net assets
      from operations......................    (955)  2,075     121    2,752       8    1,263   3,013   15,055      293   1,272
                                             ------   -----  ------   ------  ------   ------  ------   ------   ------   -----
Contract transactions (note 5):
 Purchase payments.........................     686   1,373     927    1,801     729    1,410   6,320    9,139    1,295   3,443
 Transfers between funds...................    (525)  1,450    (407)  (2,122)   (426)    (567)   (503)   3,107   (2,626) (6,777)
 Surrenders and terminations...............    (251)   (546) (1,225)  (2,408)   (831)  (1,685) (4,886)  (9,000)  (1,000) (1,984)
 Rescissions...............................       -     (37)     (1)     (56)    (14)    (109)   (193)    (300)     (53)   (109)
 Other transactions (note 2)...............      (2)      6      37       (3)     41       30      25      (26)      27       6
                                             ------   -----  ------   ------  ------   ------  ------   ------   ------   -----
     Net increase (decrease) in net assets
      resulting from contract transactions.     (92)  2,246    (669)  (2,788)   (501)    (921)    763    2,920   (2,357) (5,421)
                                             ------   -----  ------   ------    ----   ------  ------   ------   ------  ------
Increase (decrease) in net assets..........  (1,047)  4,321    (548)     (36)   (493)     342   3,776   17,975   (2,064) (4,149)
                                             ------   -----  ------   ------  ------   ------  ------   ------   ------  ------
Net assets at beginning of period..........   8,329   4,008  22,852   22,888  15,812   15,470  90,363   72,388   15,423  19,572
                                             ------   -----  ------   ------  ------   ------  ------   ------   ------  ------
Net assets at end of period................  $7,282   8,329  22,304   22,852  15,319   15,812  94,139   90,363   13,359  15,423
                                             ======   =====  ======   ======  ======   ======  ======   ======   ======  ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                                                                   Templeton
                                                                                   Templeton      Developing        Templeton
                                            Templeton Pacific      Rising        International      Markets          Global
                                               Growth Fund     Dividends Fund     Equity Fund     Equity Fund      Growth Fund
                                              -------------     ------------     ------------     -----------     ------------
                                              1996     1995     1996    1995     1996    1995     1996    1995    1996    1995
                                             ------    -----   ------  ------    ----    ----     ----    ----    ----    ----
<S>                                         <C>                <C>               <C>              <C>             <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net............   $ 605      122     617      234   1,205      137       27    (67)     226    (108)
  Realized gains (losses) on investments,
   net.....................................   1,108      178     348      172   2,462    1,571      244    (82)     394      40
  Net change in unrealized appreciation
   (depreciation) on investments...........   1,142    1,218   1,648    7,803   2,694    2,706      888    195    1,164   1,297
                                            -------   ------  ------   ------  ------   ------   ------  -----   ------  ------
      Net increase (decrease) in net assets
       from operations.....................   2,855    1,518   2,613    8,209   6,361    4,414    1,159     46    1,784   1,229
                                            -------   ------  ------   ------  ------   ------   ------  -----   ------  ------
Contract transactions (note 5):
 Purchase payments.........................   1,224    2,320   2,919    3,197   3,680    6,496    1,196  1,669    3,903   4,462
 Transfers between funds...................   1,177   (3,819)  1,076    2,459   3,037   (1,789)   1,259    275    2,350   1,693
 Surrenders and terminations...............  (1,489)  (2,341) (1,719)  (2,693) (2,927)  (4,550)    (250)  (335)    (489)   (719)
 Rescissions...............................     (20)     (28)    (60)     (85)     (7)    (162)     (20)     -      (44)    (13)
 Other transactions (note 2)...............      (7)       7      25       (2)     29        1       (3)    11       13       8
                                            -------   ------  ------   ------  ------   ------   ------  -----   ------  ------
      Net increase (decrease) in net assets
       resulting from contract transactions     885   (3,861)  2,241    2,876   3,812       (4)   2,182  1,620    5,733   5,431
                                            -------   ------  ------   ------  ------   ------   ------  -----   ------  ------
Increase (decrease) in net assets..........   3,740   (2,343)  4,854   11,085  10,173    4,410    3,341  1,666    7,517   6,660
                                            -------   ------  ------   ------  ------   ------   ------  -----   ------  ------
Net assets at beginning of period..........  24,694   27,037  39,770   28,685  54,018   49,608    7,255  5,589   16,060   9,400
                                            -------   ------  ------   ------  ------   ------   ------  -----   ------  ------
Net assets at end of period................ $28,434   24,694  44,624   39,770  64,191   54,018   10,596  7,255   23,577  16,060
                                            =======   ======  ======   ======  ======   ======   ======  =====   ======  ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                                                                     Templeton
                                                                  Templeton                        International
                                                                Global Asset              Capital     Smaller
                                                                 Allocation     Small     Growth     Companies
                                                                    Fund       Cap Fund     Fund        Fund      Total All Funds
                                                                 -----------   --------   --------    --------     -------------
                                                                 1996   1995  1996 1995  1996  1995  1996  1995    1996      1995
                                                                 -----   ---   ---  ---   ---   ---   ---   ---    -----     -----
<S>                                                             <C>           <C>        <C>         <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net...............................    $ (7)    6    -    -     -     -     -     -    26,907    18,323
  Realized gains (losses) on investments, net.................       2     -  (15)   -     -     -     -     -    17,134     6,173
  Net change in unrealized appreciation (depreciation) on
 investments..................................................      64     4    -    -     2     -     -     -   (19,018)   83,295
                                                                ------   ---  ---   ---  ---   ---   ---   ---   -------   -------
      Net increase (decrease) in net assets from operations...      59    10  (15)   -     2     -     -     -    25,023   107,791
                                                                ------   ---  ---   ---  ---   ---   ---   ---   -------   -------
Contract transactions (note 5):
 Purchase payments............................................   1,091   210  118    -    12     -     4     -    55,334    80,822
 Transfers between funds......................................     706   159  856    -   110     -    53     -         -         -
 Surrenders and terminations..................................      (8)    -    -    -     -     -     -     -   (38,920)  (74,020)
 Rescissions..................................................     (16)    -    -    -     -     -     -     -      (878)   (1,772)
 Other transactions (note 2)..................................       -     -    -    -     -     -     -     -       223        49
                                                                ------   ---  ---   ---  ---   ---   ---   ---   -------   -------
      Net increase (decrease) in net assets resulting from
       contract transactions..................................   1,773   369  974    -   122     -    57     -    15,759     5,079
                                                                ------   ---  ---   ---  ---   ---   ---   ---   -------   -------
Increase (decrease) in net assets.............................   1,832   379  959    -   124     -    57     -    40,782   112,870
                                                                ------   ---  ---   ---  ---   ---   ---   ---   -------   -------
Net assets at beginning of period.............................     379     -    -    -     -     -     -     -   690,314   577,444
                                                                ------   ---  ---   ---  ---   ---   ---   ---   -------   -------
Net assets at end of period...................................  $2,211   379  959    -   124     -    57     -   731,096   690,314
                                                                ======   ===  ===   ===  ===   ===   ===   ===   =======   =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================

Notes to Financial Statements
June 30, 1996 (unaudited)

1. Organization

Preferred Life Variable Account C (Variable Account) is a segregated  investment
account of Preferred Life Insurance  Company of New York (Preferred 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 by Preferred Life on February 26,
1988  and  commenced  operations  September  6,  1991.  Accordingly,  it  is  an
accounting entity wherein all segregated account transactions are reflected.

The Variable  Account's  assets are the property of Preferred  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 Preferred 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 Preferred 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., in accordance with the selection made by the contract owner.

Certain  officers and trustees of the FVF are also officers and/or  directors of
Franklin  Advisers,  Inc. and/or Preferred 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 gains on the sale of fund shares as determined
by the average cost method.  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.

The Templeton Global Asset Allocation Fund was added as an available  investment
option on August 4, 1995.  The Zero Coupon - 1995 Fund matured and was closed on
December  15,  1995.  The Small  Cap Fund,  Capital  Growth  Fund and  Templeton
International  Smaller Companies Fund were added as available investment options
on June 10, 1996.

On May 1, 1995,  the Equity  Growth  Fund name was  changed to Growth and Income
Fund.  The Global  Income  Fund name was  changed  to  Templeton  Global  Income
Securities Fund on May 1, 1996.

Expenses

Asset Based Expenses

A mortality and expense risk charge is deducted  from the Variable  Account on a
daily basis equal,  on an annual basis,  to 1.25% of the daily net assets of the
Variable Account.

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 the  Variable
Account.

Contract Based Expenses

A contract  maintenance  charge is paid by the contract owner annually from each
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  deducted during the period ended June 30, 1996 (unaudited)
and the year ended  December 31, 1995 were $227,670 and $475,980,  respectively.
These contract  charges are reflected in the Statements of Changes in Net Assets
as other transactions.
<PAGE>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================

Notes to Financial Statements (cont.)
June 30, 1996 (unaudited)

2. Significant Accounting Policies (cont.)

Expenses (cont.)

Contract Based Expenses (cont.)

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 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 Payment Charge
                         ------------------- ------
<S>                      <C>                 <C>
                                0-1            5%
                                1-2            5%
                                2-3            4%
                                3-4            3%
                                4-5           1.5%
                                5+             0%
</TABLE>
and (c) adding the products of each multiplication in (b) above.

A 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. For a partial surrender, the contingent deferred sales charge will
be deducted from the remaining contract value, if sufficient;  otherwise it will
be deducted from the amount surrendered. Total contingent deferred sales charges
paid by the contract  owners for the period ended June 30, 1996  (unaudited) and
the year ended December 31, 1995 were $496,376 and $1,304,496, 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 for the period ended June 30, 1996  (unaudited)  and the
year ended December 31, 1995 were $6,936 and $9,505, respectively.

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

On certain contracts,  a systematic withdrawal plan is available which allows an
owner to withdraw up to 9% of purchase payments less prior surrenders  annually,
paid  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.

A  rescission  is defined as a contract  that is  returned  to the  company  and
canceled within the free-look period, generally within 10 days.

3. Investment Transactions

The  sub-account  purchases of fund shares,  including  reinvestment of dividend
distributions, were as follows during the period ended June 30, 1996 (unaudited)
(in thousands):
<TABLE>
<CAPTION>

<S>                                                  <C>
Money Market Fund.................................   $ 24,515
Growth and Income Fund............................     27,380
Precious Metals Fund..............................      4,578
High Income Fund..................................      8,973
Real Estate Securities Fund.......................      1,936
U.S. Government Securities Fund...................      6,959
Utility Equity Fund...............................      6,813
Zero Coupon Fund - 2000...........................      2,778
Zero Coupon Fund - 2005...........................      1,229
Zero Coupon Fund - 2010...........................      1,640
Templeton Global Income Securities Fund...........      2,913
Investment Grade Intermediate Bond Fund...........      1,427
Income Securities Fund............................     10,217
Adjustable U.S. Government Fund...................      1,825
Templeton Pacific Growth Fund.....................      8,157
Rising Dividends Fund.............................      4,819
Templeton International Equity Fund...............     11,588
Templeton Developing Markets Equity Fund..........      3,432
Templeton Global Growth Fund......................      6,563
Templeton Global Asset Allocation Fund............      1,781
Small Cap Fund....................................      1,382
Capital Growth Fund...............................        123
Templeton International Smaller Companies Fund....         57
</TABLE>
<PAGE>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================

Notes to Financial Statements (cont.)
June 30, 1996 (unaudited)

4. Federal Income Taxes

Operations  of the  Variable  Account  form a  part  of,  and  are  taxed  with,
operations of Preferred Life,  which is taxed as a life insurance  company under
the Internal Revenue Code.

Preferred  Life  does  not  expect  to incur  any  federal  income  taxes in the
operation of the Variable Account. If, in the future,  Preferred Life determines
that the Variable  Account may incur federal income taxes,  it may then assess a
charge against the Variable Account for such taxes.

5. Contract Transactions - Unit Activity (In thousands)

Transactions in units for each fund for the period ended June 30, 1996
(unaudited) and the year ended December 31, 1995 were as follows:
<TABLE>
<CAPTION>

                                                                                                          U.S.              Zero
                                                         Money  Growth and Precious  High  Real Estate Government  Utility Coupon
                                                        Market    Income    Metals  Income Securities  Securities  Equity  Fund -
                                                         Fund      Fund      Fund    Fund     Fund        Fund      Fund    1995
                                                         -----    -------   ------   -----   -------    --------    -----   -----
<S>                                                     <C>     <C>        <C>      <C>    <C>         <C>         <C>     <C>
Accumulation units outstanding at December 31, 1994....  2,487      3,452     647    1,710      900       5,331     6,317     344
Contract transactions:
 Purchase payments.....................................    809        638      38      314       53         450       333       7
 Transfers between funds...............................   (344)       626     (75)     305      (76)         12         4    (273)
 Surrenders and terminations...........................   (721)      (355)    (94)    (247)     (82)       (701)     (730)    (78)
 Rescissions...........................................    (12)       (16)     (1)      (9)       -          (7)       (5)      -
 Other transactions....................................     (1)         1       1        2       (1)          4        (3)      -
                                                         -----    -------   ------     ----- -------    --------     -----  -----
      Net increase (decrease) in accumulation units
       resulting from contract transactions............   (269)       894    (131)     365     (106)       (242)     (401)   (344)
                                                         -----    -------   ------   -----   -------    --------     -----  -----
Accumulation units outstanding at December 31, 1995....  2,218      4,346     516    2,075      794       5,089     5,916       -
                                                         =====    =======   ======   =====   =======    ========    ======  =====
Contract transactions (unaudited):
 Purchase payments.....................................    559        541      45      190       38         225       189       -
 Transfers between funds...............................   (232)       443      50     (170)       5        (183)     (265)      -
 Surrenders and terminations...........................   (250)      (218)    (27)    (141)     (31)       (295)     (351)      -
 Rescissions...........................................     (5)       (10)     (1)       -        -          (4)       (2)      -
 Other transactions....................................      -         (1)      -        -        2           1         -       -
                                                         -----    -------   ------   -----   -------    --------     -----  -----
      Net increase (decrease) in accumulation units
       resulting from contract transactions............     72        755      67     (121)      14        (256)     (429)      -
                                                         -----    -------   ------   -----   -------    --------     -----  -----
Accumulation units outstanding at June 30, 1996
 (unaudited)...........................................  2,290      5,101     583    1,954      808       4,833     5,487       -
                                                         =====    =======   ======   =====   =======    ========    ======  =====
</TABLE>
<PAGE>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================

Notes to Financial Statements (cont.)
June 30, 1996 (unaudited)

<TABLE>
<CAPTION>
5. Contract Transactions - Unit Activity (In thousands) (cont.)

                                                 Zero     Zero    Zero    Templeton   Investment             Adjustable   Templeton
                                                Coupon   Coupon  Coupon Global Income    Grade      Income      U.S.       Pacific
                                                Fund -   Fund -  Fund -  Securities  Intermediate Securities Government    Growth
                                                 2000     2005    2010      Fund       Bond Fund     Fund       Fund        Fund
                                                ------   ------  ------  ----------    --------     ------    --------     -------
<S>                                             <C>      <C>     <C>    <C>          <C>          <C>        <C>           <C>
Accumulation units outstanding at
 December 31, 1994.............................  1,158     403     252      1,667        1,085       4,416      1,767       2,112
Contract transactions:
 Purchase payments.............................    273      79      73        124           94         502        296         180
 Transfers between funds.......................     98      14      76       (148)         (38)        168       (591)       (298)
 Surrenders and terminations...................   (107)    (37)    (27)      (167)        (114)       (501)      (172)       (181)
 Rescissions...................................     (5)     (3)     (2)        (4)          (7)        (17)        (9)         (2)
 Other transactions............................     (1)      -       -          -            2          (1)         -           -
                                                 -----    -----   -----    -------       ------      ------    -------     -------
      Net increase (decrease) in accumulation
       units resulting from contract
       transactions............................    258      53     120       (195)         (63)        151       (476)       (301)
                                                 -----    -----   -----    -------       ------      ------    -------     -------
Accumulation units outstanding at
 December 31, 1995.............................  1,416     456     372      1,472        1,022       4,567      1,291       1,811
                                                 =====    =====   =====    =======       ======      ======    =======     =======
Contract transactions (unaudited):
 Purchase payments.............................     81      44      33         61           47         316        107          83
 Transfers between funds.......................    (19)    (23)    (26)       (26)         (28)        (25)      (218)         80
 Surrenders and terminations...................    (60)    (29)    (13)       (80)         (54)       (244)       (83)       (101)
 Rescissions...................................     (3)     (2)      -          -           (1)        (10)        (4)         (1)
 Other transactions............................      -       -       -          2            4           1          2           1
                                                 -----    -----   -----   --------      -------      ------    -------      ------
      Net increase (decrease) in accumulation
       units resulting from contract
       transactions............................     (1)    (10)     (6)       (43)         (32)         38       (196)         62
                                                 -----    -----   -----   --------      -------     ------    --------     -------
Accumulation units outstanding at
 June 30, 1996 (unaudited).....................  1,415     446     366      1,429          990       4,605      1,095       1,873
                                                 =====    =====   =====   ========     ========     ======    ========     =======
</TABLE>

<TABLE>
<CAPTION>

                                                                                                                Templeton
                                                 Templeton     Templeton   Templeton Templeton                International
                                       Rising  International   Developing   Global  Global Asset Small Capital   Smaller    Total
                                      Dividends   Equity     Markets Equity Growth   Allocation   Cap  Growth   Companies    All
                                        Fund       Fund          Fund        Fund       Fund      Fund  Fund      Fund      Funds
                                       ------    --------      ---------    -------   --------    ----  -----  ----------  -------
<S>                                   <C>      <C>           <C>           <C>      <C>          <C>   <C>    <C>          <C>
Accumulation units outstanding at
 December 31, 1994..................    2,936      4,079           591        922          -       -      -          -      42,576
Contract transactions:
 Purchase payments..................      284        509           176        410         21       -      -          -       5,663
 Transfers between funds............      215       (146)           24        152         15       -      -          -        (280)
 Surrenders and terminations........     (246)      (356)          (35)       (67)         -       -      -          -      (5,018)
 Rescissions........................       (7)       (13)            -         (1)         -       -      -          -        (120)
 Other transactions.................        -          -             1          1          -       -      -          -           5
                                       ------    --------     ---------    -------   --------    ----  -----   ---------   -------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions...      246         (6)          166        495         36       -      -          -         250
                                       ------    --------     ---------    -------   --------    ----  -----   ---------   -------
Accumulation units outstanding at
 December 31, 1995..................    3,182      4,073           757      1,417         36       -      -          -      42,826
                                       ======    ========     =========    =======   ========    ====  =====   =========   =======
Contract transactions (unaudited):
 Purchase payments..................      226        259           111        322         97      10      1          -       3,585
 Transfers between funds............       80        211           117        194         63      70     11          5         114
 Surrenders and terminations........     (133)      (205)          (23)       (41)        (1)      -      -          -      (2,380)
 Rescissions........................       (5)         -            (2)        (4)        (1)      -      -          -         (55)
 Other transactions.................        2          2             -          1          -       -      -          -          17
                                       ------    --------     ---------    -------   --------    ----  -----   ---------   -------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions...      170        267           203        472        158      80     12          5       1,281
                                       ------    --------     ---------    -------   --------    ----  -----   ---------   -------
Accumulation units outstanding at
 June 30, 1996 (unaudited)..........    3,352      4,340           960      1,889        194      80     12          5      44,107
                                       ======    ========     =========    =======   ========    ====  =====   =========  ========

</TABLE>




                      PREFERRED LIFE VARIABLE ACCOUNT C

                                      of

                 PREFERRED LIFE INSURANCE COMPANY OF NEW YORK


                             Financial Statements


                              December 31, 1995
<PAGE>

PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

INDEPENDENT AUDITORS' REPORT

The  Board  of  Directors  of Preferred Life Insurance Company of New York and
Contract Owners of Preferred Life Variable Account C:

We  have  audited the accompanying statements of assets and liabilities of the
sub-accounts of Preferred Life Variable Account C as of December 31, 1995, 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
Preferred  Life  Variable Account C at December 31, 1995, 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 22, 1996
<PAGE>

<TABLE>

<CAPTION>
                                         PREFERRED LIFE VARIABLE ACCOUNT C
                                                         of
                                    PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                        Statements of Assets and Liabilities

                                                 December 31, 1995

                                                             Growth                              Real        U.S.
                                                 Money        and      Precious      High       Estate    Government
                                                Market       Income     Metals      Income    Securities  Securities
                                                 Fund         Fund       Fund        Fund        Fund        Fund
                                              -----------  ----------  ---------  ----------  ----------  ----------
<S>                                           <C>          <C>         <C>        <C>         <C>         <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Money Market Fund, 28,616,253
   shares, cost $28,616,253                   $28,616,253           -          -           -           -           -
  Growth and Income Fund, 4,394,911
   shares, cost $60,973,198                             -  75,328,781          -           -           -           -
  Precious Metals Fund, 517,704
   shares, cost $7,087,492                              -           -  7,289,270           -           -           -
  High Income Fund, 2,624,571
   shares, cost $33,346,493                             -           -          -  35,851,643           -           -
  Real Estate Securities Fund,
   825,468 shares, cost $12,476,703                     -           -          -           -  14,363,143           -
  U.S. Government Securities Fund,
   5,930,900 shares, cost $79,882,566                   -           -          -           -           -  83,032,596
                                              -----------  ----------  ---------  ----------  ----------  ----------

     Total assets                              28,616,253  75,328,781  7,289,270  35,851,643  14,363,143  83,032,596
                                              -----------  ----------  ---------  ----------  ----------  ----------

Liabilities:

 Accrued mortality and expense risk charges        40,678      78,913      9,742      38,776      17,536      87,383
 Accrued administrative charges                     4,881       9,469      1,169       4,653       2,104      10,486
                                              -----------  ----------  ---------  ----------  ----------  ----------

     Total liabilities                             45,559      88,382     10,911      43,429      19,640      97,869
                                              -----------  ----------  ---------  ----------  ----------  ----------

     Net assets                               $28,570,694  75,240,399  7,278,359  35,808,214  14,343,503  82,934,727
                                              ===========  ==========  =========  ==========  ==========  ==========

Contract owners' equity (note 5)              $28,570,694  75,240,399  7,278,359  35,808,214  14,343,503  82,934,727
                                              ===========  ==========  =========  ==========  ==========  ==========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                   PREFERRED LIFE VARIABLE ACCOUNT C
                                                   of
                              PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                            Statements of Assets and Liabilities (Continued)

                                           December 31, 1995

                                                               Zero       Zero       Zero
                                                Utility       Coupon     Coupon     Coupon      Global
                                                 Equity       Fund -     Fund -     Fund -      Income
                                                  Fund         2000       2005       2010        Fund
                                              ------------  ----------  ---------  ---------  ----------
<S>                                           <C>           <C>         <C>        <C>        <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Utility Equity Fund, 6,473,700
   shares, cost $105,368,128                  $115,879,236           -          -          -           -
  Zero Coupon Fund - 2000, 1,649,204
   shares, cost $23,746,948                              -  25,941,979          -          -           -
  Zero Coupon Fund - 2005, 549,178
   shares, cost $8,149,304                               -           -  9,544,710          -           -
  Zero Coupon Fund - 2010, 462,374
   shares, cost $6,782,664                               -           -          -  8,341,232           -
  Global Income Fund, 1,699,803
   shares, cost $21,878,611                              -           -          -          -  22,879,348
                                              ------------  ----------  ---------  ---------  ----------

     Total assets                              115,879,236  25,941,979  9,544,710  8,341,232  22,879,348
                                              ------------  ----------  ---------  ---------  ----------

Liabilities:

 Accrued mortality and expense risk charges        121,746      28,423     12,398     11,226      25,406
 Accrued administrative charges                     14,610       3,411      1,488      1,347       3,049
                                              ------------  ----------  ---------  ---------  ----------

     Total liabilities                             136,356      31,834     13,886     12,573      28,455
                                              ------------  ----------  ---------  ---------  ----------

     Net assets                               $115,742,880  25,910,145  9,530,824  8,328,659  22,850,893
                                              ============  ==========  =========  =========  ==========

Contract owners' equity (note 5)              $115,742,880  25,910,145  9,530,824  8,328,659  22,850,893
                                              ============  ==========  =========  =========  ==========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                            PREFERRED LIFE VARIABLE ACCOUNT C
                                                            of
                                       PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                     Statements of Assets and Liabilities (Continued)

                                                    December 31, 1995

                                               Investment                Adjustable  Templeton                 Templeton
                                                  Grade        Income       U.S.      Pacific      Rising    International
                                              Intermediate   Securities  Government    Growth    Dividends      Equity
                                                Bond Fund       Fund        Fund        Fund        Fund         Fund
                                              -------------  ----------  ----------  ----------  ----------  -------------
<S>                                           <C>            <C>         <C>         <C>         <C>         <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Investment Grade Intermediate Bond Fund,
   1,126,912 shares, cost $15,095,668         $  15,833,118           -           -           -           -              -
  Income Securities Fund, 5,493,020
   shares, cost $82,263,813                               -  90,470,044           -           -           -              -
  Adjustable U.S. Government Fund,
   1,435,234 shares, cost $15,798,935                     -           -  15,443,114           -           -              -
  Templeton Pacific Growth Fund,
   1,777,444 shares, cost $23,935,347                     -           -           -  24,724,244           -              -
  Rising Dividends Fund, 3,145,163
   shares, cost $33,512,716                               -           -           -           -  39,817,759              -
  Templeton International Equity Fund,
   4,060,207 shares, cost $51,176,118                     -           -           -           -           -     54,081,956
                                              -------------  ----------  ----------  ----------  ----------  -------------

     Total assets                                15,833,118  90,470,044  15,443,114  24,724,244  39,817,759     54,081,956
                                              -------------  ----------  ----------  ----------  ----------  -------------

Liabilities:

 Accrued mortality and expense risk charges          18,756      94,418      17,872      27,795      42,921         57,325
 Accrued administrative charges                       2,251      11,330       2,145       3,335       5,150          6,879
                                              -------------  ----------  ----------  ----------  ----------  -------------

     Total liabilities                               21,007     105,748      20,017      31,130      48,071         64,204
                                              -------------  ----------  ----------  ----------  ----------  -------------

     Net assets                               $  15,812,111  90,364,296  15,423,097  24,693,114  39,769,688     54,017,752
                                              =============  ==========  ==========  ==========  ==========  =============

Contract owners' equity (note 5)              $  15,812,111  90,364,296  15,423,097  24,693,114  39,769,688     54,017,752
                                              =============  ==========  ==========  ==========  ==========  =============

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                              PREFERRED LIFE VARIABLE ACCOUNT C
                                              of
                         PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                       Statements of Assets and Liabilities (Continued)

                                      December 31, 1995

                                               Templeton               Templeton
                                              Developing   Templeton     Global
                                                Markets      Global      Asset        Total
                                                Equity       Growth    Allocation      All
                                                 Fund         Fund        Fund        Funds
                                              -----------  ----------  ----------  -----------
<S>                                           <C>          <C>         <C>         <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Templeton Developing Markets Equity Fund,
   742,850 shares, cost $7,462,623            $ 7,265,075           -           -
  Templeton Global Growth Fund,
   1,368,630 shares, cost $14,792,088                   -  16,081,401           -
  Templeton Global Asset Allocation Fund,
   36,125 shares, cost $375,595                         -           -     380,039
                                              -----------  ----------  ----------             

     Total assets                               7,265,075  16,081,401     380,039  691,164,941
                                              -----------  ----------  ----------  -----------

Liabilities:

 Accrued mortality and expense risk charges         9,851      17,922         692      759,779
 Accrued administrative charges                     1,182       2,151          83       91,173
                                              -----------  ----------  ----------  -----------

     Total liabilities                             11,033      20,073         775      850,952
                                              -----------  ----------  ----------  -----------

     Net assets                               $ 7,254,042  16,061,328     379,264  690,313,989
                                              ===========  ==========  ==========  ===========

Contract owners' equity (note 5)              $ 7,254,042  16,061,328     379,264  690,313,989
                                              ===========  ==========  ==========  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                            PREFERRED LIFE VARIABLE ACCOUNT C
                                                            of
                                       PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                                 Statements of Operations

                                           For the year ended December 31, 1995

                                                             Growth                                  Real         U.S.
                                                Money          and       Precious       High        Estate     Government
                                               Market        Income       Metals       Income     Securities   Securities
                                                Fund          Fund         Fund         Fund         Fund         Fund
                                            -------------  -----------  -----------  -----------  -----------  -----------
<S>                                         <C>            <C>          <C>          <C>          <C>          <C>
Investment income:
  Dividends reinvested in fund shares       $  1,702,719      686,196      114,561    1,981,032      449,629    5,443,054 
                                            -------------  -----------  -----------  -----------  -----------  -----------

Expenses:
  Mortality and expense risk charges             384,368      729,516      101,362      379,560      171,462      987,589 
  Administrative charges                          46,124       87,542       12,163       45,547       20,575      118,511 
                                            -------------  -----------  -----------  -----------  -----------  -----------

     Total expenses                              430,492      817,058      113,525      425,107      192,037    1,106,100 
                                            -------------  -----------  -----------  -----------  -----------  -----------

     Investment income (loss), net             1,272,227     (130,862)       1,036    1,555,925      257,592    4,336,954 

Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                       -    1,493,701       84,810            -            -            - 
                                            -------------  -----------  -----------  -----------  -----------  -----------
  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                        34,706,801    6,248,121    3,571,693    3,114,040    3,371,551    9,941,087 
   Cost of investments sold                  (34,706,801)  (5,370,730)  (3,462,116)  (2,930,236)  (3,185,183)  (9,673,610)
                                            -------------  -----------  -----------  -----------  -----------  -----------
     Total realized gains (losses) on
      sales of investments, net                        -      877,391      109,577      183,804      186,368      267,477 
                                            -------------  -----------  -----------  -----------  -----------  -----------

     Realized gains (losses)
      on investments, net                              -    2,371,092      194,387      183,804      186,368      267,477 

  Net change in unrealized appreciation
   (depreciation) on investments                       -   13,508,956     (159,374)   3,050,410    1,571,058    8,140,679 
                                            -------------  -----------  -----------  -----------  -----------  -----------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net               -   15,880,048       35,013    3,234,214    1,757,426    8,408,156 
                                            -------------  -----------  -----------  -----------  -----------  -----------

Net increase (decrease) in
 net assets from operations                 $  1,272,227   15,749,186       36,049    4,790,139    2,015,018   12,745,110 
                                            =============  ===========  ===========  ===========  ===========  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                            PREFERRED LIFE VARIABLE ACCOUNT C
                                                            of
                                       PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                           Statements of Operations (Continued)

                                           For the year ended December 31, 1995

                                                              Zero         Zero         Zero         Zero
                                               Utility       Coupon       Coupon       Coupon       Coupon       Global
                                               Equity        Fund -       Fund -       Fund -       Fund -       Income
                                                Fund          1995         2000         2005         2010         Fund
                                            -------------  -----------  -----------  -----------  -----------  -----------
<S>                                         <C>            <C>          <C>          <C>          <C>          <C>
Investment income:
  Dividends reinvested in fund shares       $  5,790,676      305,200    1,020,445      335,762      190,626      848,947 
                                            -------------  -----------  -----------  -----------  -----------  -----------

Expenses:
  Mortality and expense risk charges           1,316,445       47,905      283,564      101,234       77,260      282,767 
  Administrative charges                         157,973        5,749       34,028       12,148        9,271       33,932 
                                            -------------  -----------  -----------  -----------  -----------  -----------

     Total expenses                            1,474,418       53,654      317,592      113,382       86,531      316,699 
                                            -------------  -----------  -----------  -----------  -----------  -----------

     Investment income (loss), net             4,316,258      251,546      702,853      222,380      104,095      532,248 

Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                       -        1,505            -            -            -            - 
                                            -------------  -----------  -----------  -----------  -----------  -----------
  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                        13,252,568    5,370,197    1,966,586    1,126,263    1,248,944    4,501,239 
   Cost of investments sold                  (13,196,612)  (5,562,152)  (1,839,860)  (1,032,980)  (1,112,897)  (4,502,654)
                                            -------------  -----------  -----------  -----------  -----------  -----------
     Total realized gains (losses) on
      sales of investments, net                   55,956     (191,955)     126,726       93,283      136,047       (1,415)
                                            -------------  -----------  -----------  -----------  -----------  -----------

     Realized gains (losses)
      on investments, net                         55,956     (190,450)     126,726       93,283      136,047       (1,415)

  Net change in unrealized appreciation
   (depreciation) on investments              22,857,816      189,438    2,953,835    1,761,299    1,835,020    2,220,962 
                                            -------------  -----------  -----------  -----------  -----------  -----------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net      22,913,772       (1,012)   3,080,561    1,854,582    1,971,067    2,219,547 
                                            -------------  -----------  -----------  -----------  -----------  -----------

Net increase (decrease) in
  net assets from operations                $ 27,230,030      250,534    3,783,414    2,076,962    2,075,162    2,751,795 
                                            =============  ===========  ===========  ===========  ===========  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                               PREFERRED LIFE VARIABLE ACCOUNT C
                                                              of
                                         PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                             Statements of Operations (Continued)

                                             For the year ended December 31, 1995

                                              Investment                 Adjustable    Templeton                   Templeton
                                                Grade         Income        U.S.        Pacific       Rising     International
                                             Intermediate   Securities   Government      Growth      Dividends       Equity
                                              Bond Fund        Fund         Fund          Fund         Fund           Fund
                                            --------------  -----------  -----------  ------------  -----------  --------------
<S>                                         <C>             <C>          <C>          <C>           <C>          <C>
Investment income:
  Dividends reinvested in fund shares       $     625,846    4,463,912    1,064,752       475,320      705,270         868,500 
                                            --------------  -----------  -----------  ------------  -----------  --------------

Expenses:
  Mortality and expense risk charges              194,807    1,007,879      205,641       315,150      420,881         652,856 
  Administrative charges                           23,377      120,945       24,677        37,818       50,506          78,343 
                                            --------------  -----------  -----------  ------------  -----------  --------------

     Total expenses                               218,184    1,128,824      230,318       352,968      471,387         731,199 
                                            --------------  -----------  -----------  ------------  -----------  --------------

     Investment income (loss), net                407,662    3,335,088      834,434       122,352      233,883         137,301 

Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                        -      359,303            -       197,651            -       1,076,084 
                                            --------------  -----------  -----------  ------------  -----------  --------------
  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                          2,396,819    7,645,636    8,638,265    10,736,934    3,225,174      11,357,476 
   Cost of investments sold                    (2,283,330)  (7,277,276)  (8,608,092)  (10,757,017)  (3,053,289)    (10,862,358)
                                            --------------  -----------  -----------  ------------  -----------  --------------
     Total realized gains (losses) on
      sales of investments, net                   113,489      368,360       30,173       (20,083)     171,885         495,118 
                                            --------------  -----------  -----------  ------------  -----------  --------------

     Realized gains (losses)
      on investments, net                         113,489      727,663       30,173       177,568      171,885       1,571,202 

  Net change in unrealized appreciation
   (depreciation) on investments                  741,960   10,991,916      408,278     1,218,429    7,802,711       2,705,597 
                                            --------------  -----------  -----------  ------------  -----------  --------------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net          855,449   11,719,579      438,451     1,395,997    7,974,596       4,276,799 
                                            --------------  -----------  -----------  ------------  -----------  --------------

Net increase (decrease) in
 net assets from operations                 $   1,263,111   15,054,667    1,272,885     1,518,349    8,208,479       4,414,100 
                                            ==============  ===========  ===========  ============  ===========  ==============

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                     PREFERRED LIFE VARIABLE ACCOUNT C
                                                     of
                                PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                    Statements of Operations (Continued)

                                    For the year ended December 31, 1995

                                                        Templeton                  Templeton
                                                        Developing    Templeton     Global
                                                         Markets       Global        Asset         Total
                                                          Equity       Growth     Allocation        All
                                                           Fund         Fund         Fund          Funds
                                                       ------------  -----------  -----------  -------------
<S>                                                    <C>           <C>          <C>          <C>
Investment income:
  Dividends reinvested in fund shares                  $    24,621       62,358        6,393     27,165,819 
                                                       ------------  -----------  -----------  -------------

Expenses:
  Mortality and expense risk charges                        82,308      152,297          691      7,895,542 
  Administrative charges                                     9,877       18,276           83        947,465 
                                                       ------------  -----------  -----------  -------------

     Total expenses                                         92,185      170,573          774      8,843,007 
                                                       ------------  -----------  -----------  -------------

     Investment income (loss), net                         (67,564)    (108,215)       5,619     18,322,812 

Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions on mutual funds        5,785            -            -      3,218,839 
                                                       ------------  -----------  -----------  -------------
  Realized gains (losses) on sales of investments:
   Proceeds from sales                                   1,468,510    1,168,762            5    135,056,671 
   Cost of investments sold                             (1,555,799)  (1,129,187)          (5)  (132,102,184)
                                                       ------------  -----------  -----------  -------------
     Total realized gains (losses) on
      sales of investments, net                            (87,289)      39,575            -      2,954,487 
                                                       ------------  -----------  -----------  -------------

     Realized gains (losses) on investments, net           (81,504)      39,575            -      6,173,326 

  Net change in unrealized appreciation
   (depreciation) on investments                           194,657    1,297,011        4,444     83,295,102 
                                                       ------------  -----------  -----------  -------------

     Total realized gains (losses) and unrealized
      appreciation (depreciation) on investments, net      113,153    1,336,586        4,444     89,468,428 
                                                       ------------  -----------  -----------  -------------

Net increase (decrease) in net assets from operations  $    45,589    1,228,371       10,063    107,791,240 
                                                       ============  ===========  ===========  =============

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                              PREFERRED LIFE VARIABLE ACCOUNT C
                                                             of
                                        PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                             Statements of Changes in Net Assets

                                       For the years ended December 31, 1995 and 1994

                                                                             Growth       Growth
                                                   Money        Money         and          and       Precious     Precious
                                                   Market       Market       Income       Income       Metals       Metals
                                                    Fund         Fund         Fund         Fund         Fund         Fund
                                                ------------  -----------  -----------  -----------  -----------  -----------
                                                    1995         1994         1995         1994         1995         1994
                                                ------------  -----------  -----------  -----------  -----------  -----------
<S>                                             <C>           <C>          <C>          <C>          <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $ 1,272,227      564,232     (130,862)    (284,817)       1,036      (64,893)
  Realized gains (losses) on investments, net             -            -    2,371,092      850,469      194,387      166,832 
  Net change in unrealized appreciation
   (depreciation) on investments                          -            -   13,508,956   (2,200,082)    (159,374)    (466,699)
                                                ------------  -----------  -----------  -----------  -----------  -----------

     Net increase (decrease) in net assets
      from operations                             1,272,227      564,232   15,749,186   (1,634,430)      36,049     (364,760)
                                                ------------  -----------  -----------  -----------  -----------  -----------
 Contract transactions (note 5):
  Purchase payments                              10,218,144   20,235,166    9,813,889   12,533,220      519,389    3,576,266 
  Transfers between funds                        (4,383,738)   9,008,938    9,626,678    4,254,917   (1,028,654)   1,278,991 
  Surrenders and terminations                    (9,093,964)  (6,138,474)  (5,346,187)  (2,158,598)  (1,296,763)  (1,073,457)
  Rescissions                                      (157,205)    (611,504)    (240,118)    (226,365)     (10,660)     (22,490)
  Other transactions (note 2)                       (14,462)     105,617       20,814       (9,269)       8,924         (317)
                                                ------------  -----------  -----------  -----------  -----------  -----------

     Net increase (decrease) in net assets
      resulting from contract transactions       (3,431,225)  22,599,743   13,875,076   14,393,905   (1,807,764)   3,758,993 
                                                ------------  -----------  -----------  -----------  -----------  -----------

Increase (decrease) in net assets                (2,158,998)  23,163,975   29,624,262   12,759,475   (1,771,715)   3,394,233 
                                                ------------  -----------  -----------  -----------  -----------  -----------

Net assets at beginning of year                  30,729,692    7,565,717   45,616,137   32,856,662    9,050,074    5,655,841 
                                                ------------  -----------  -----------  -----------  -----------  -----------

Net assets at end of year                       $28,570,694   30,729,692   75,240,399   45,616,137    7,278,359    9,050,074 
                                                ============  ===========  ===========  ===========  ===========  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                               PREFERRED LIFE VARIABLE ACCOUNT C
                                                              of
                                         PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                        Statements of Changes in Net Assets (Continued)

                                        For the years ended December 31, 1995 and 1994

                                                                              Real         Real          U.S.          U.S.
                                                    High         High        Estate       Estate      Government    Government
                                                   Income       Income     Securities   Securities    Securities    Securities
                                                    Fund         Fund         Fund         Fund          Fund          Fund
                                                ------------  -----------  -----------  -----------  ------------  ------------
                                                    1995         1994         1995         1994          1995          1994
                                                ------------  -----------  -----------  -----------  ------------  ------------
<S>                                             <C>           <C>          <C>          <C>          <C>           <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $ 1,555,925      704,962      257,592      (27,841)    4,336,954     3,017,608 
  Realized gains (losses) on investments, net       183,804      153,346      186,368       12,292       267,477      (473,434)
  Net change in unrealized appreciation
   (depreciation) on investments                  3,050,410   (1,605,134)   1,571,058       (9,769)    8,140,679    (7,889,476)
                                                ------------  -----------  -----------  -----------  ------------  ------------

     Net increase (decrease) in net assets
      from operations                             4,790,139     (746,826)   2,015,018      (25,318)   12,745,110    (5,345,302)
                                                ------------  -----------  -----------  -----------  ------------  ------------
 Contract transactions (note 5):
  Purchase payments                               5,159,574    8,837,799      855,153    4,925,336     6,926,791    15,371,426 
  Transfers between funds                         4,954,937    1,621,416   (1,207,296)   3,344,209       191,742   (16,943,563)
  Surrenders and terminations                    (3,965,674)  (1,841,609)  (1,337,000)    (912,278)  (10,633,602)   (8,269,859)
  Rescissions                                      (140,311)    (104,329)      (3,433)     (23,872)     (102,845)     (826,373)
  Other transactions (note 2)                        26,007       10,298      (13,953)      15,171        60,100       (12,573)
                                                ------------  -----------  -----------  -----------  ------------  ------------

     Net increase (decrease) in net assets
      resulting from contract transactions        6,034,533    8,523,575   (1,706,529)   7,348,566    (3,557,814)  (10,680,942)
                                                ------------  -----------  -----------  -----------  ------------  ------------

Increase (decrease) in net assets                10,824,672    7,776,749      308,489    7,323,248     9,187,296   (16,026,244)
                                                ------------  -----------  -----------  -----------  ------------  ------------

Net assets at beginning of year                  24,983,542   17,206,793   14,035,014    6,711,766    73,747,431    89,773,675 
                                                ------------  -----------  -----------  -----------  ------------  ------------

Net assets at end of year                       $35,808,214   24,983,542   14,343,503   14,035,014    82,934,727    73,747,431 
                                                ============  ===========  ===========  ===========  ============  ============

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                              PREFERRED LIFE VARIABLE ACCOUNT C
                                                              of
                                         PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                       Statements of Changes in Net Assets (Continued)

                                        For the years ended December 31, 1995 and 1994

                                                                                Zero         Zero        Zero         Zero
                                                  Utility        Utility       Coupon       Coupon      Coupon       Coupon
                                                   Equity         Equity       Fund -       Fund -      Fund -       Fund -
                                                    Fund           Fund         1995         1995        2000         2000
                                                -------------  ------------  -----------  ----------  -----------  -----------
                                                    1995           1994         1995         1994        1995         1994
                                                -------------  ------------  -----------  ----------  -----------  -----------
<S>                                             <C>            <C>           <C>          <C>         <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $  4,316,258     2,838,666      251,546     206,133      702,853      524,224 
  Realized gains (losses) on investments, net         55,956    (1,415,406)    (190,450)     (8,594)     126,726       91,297 
  Net change in unrealized appreciation
   (depreciation) on investments                  22,857,816   (17,590,119)     189,438    (222,658)   2,953,835   (1,812,252)
                                                -------------  ------------  -----------  ----------  -----------  -----------

     Net increase (decrease) in net assets
      from operations                             27,230,030   (16,166,859)     250,534     (25,119)   3,783,414   (1,196,731)
                                                -------------  ------------  -----------  ----------  -----------  -----------
 Contract transactions (note 5):
  Purchase payments                                5,661,401    16,521,939       98,208   1,016,548    4,576,315    6,524,472 
  Transfers between funds                             12,705   (26,596,445)  (4,136,645)    612,501    1,668,576    1,062,503 
  Surrenders and terminations                    (12,439,249)   (7,474,582)  (1,151,452)   (515,158)  (1,821,211)  (1,747,638)
  Rescissions                                        (77,953)     (383,473)           -     (51,312)     (83,503)    (150,398)
  Other transactions (note 2)                        (58,695)      (13,092)      (2,549)     (1,699)     (10,464)       7,579 
                                                -------------  ------------  -----------  ----------  -----------  -----------

     Net increase (decrease) in net assets
      resulting from contract transactions        (6,901,791)  (17,945,653)  (5,192,438)  1,060,880    4,329,713    5,696,518 
                                                -------------  ------------  -----------  ----------  -----------  -----------

Increase (decrease) in net assets                 20,328,239   (34,112,512)  (4,941,904)  1,035,761    8,113,127    4,499,787 
                                                -------------  ------------  -----------  ----------  -----------  -----------

Net assets at beginning of year                   95,414,641   129,527,153    4,941,904   3,906,143   17,797,018   13,297,231 
                                                -------------  ------------  -----------  ----------  -----------  -----------

Net assets at end of year                       $115,742,880    95,414,641            -   4,941,904   25,910,145   17,797,018 
                                                =============  ============  ===========  ==========  ===========  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                            PREFERRED LIFE VARIABLE ACCOUNT C
                                                           of
                                      PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                     Statements of Changes in Net Assets (Continued)

                                     For the years ended December 31, 1995 and 1994

                                                   Zero         Zero        Zero        Zero
                                                  Coupon       Coupon      Coupon      Coupon      Global       Global
                                                  Fund -       Fund -      Fund -      Fund -      Income       Income
                                                   2005         2005        2010        2010        Fund         Fund
                                                -----------  ----------  ----------  ----------  -----------  -----------
                                                   1995         1994        1995        1994        1995         1994
                                                -----------  ----------  ----------  ----------  -----------  -----------
<S>                                             <C>          <C>         <C>         <C>         <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $  222,380     151,642     104,095      94,989      532,248      276,443 
  Realized gains (losses) on investments, net       93,283      86,433     136,047      18,712       (1,415)     155,497 
  Net change in unrealized appreciation
   (depreciation) on investments                 1,761,299    (887,768)  1,835,020    (515,561)   2,220,962   (1,886,070)
                                                -----------  ----------  ----------  ----------  -----------  -----------

     Net increase (decrease) in net assets
      from operations                            2,076,962    (649,693)  2,075,162    (401,860)   2,751,795   (1,454,130)
                                                -----------  ----------  ----------  ----------  -----------  -----------
 Contract transactions (note 5):
  Purchase payments                              1,473,577   2,062,590   1,372,656   1,257,365    1,801,423    8,011,192 
  Transfers between funds                          233,767    (716,211)  1,449,788    (205,063)  (2,122,962)   2,676,522 
  Surrenders and terminations                     (674,347)   (342,303)   (546,211)   (118,829)  (2,408,309)  (1,501,529)
  Rescissions                                      (57,421)    (25,851)    (37,383)    (23,229)     (55,851)    (163,384)
  Other transactions (note 2)                       (5,108)     (3,720)      6,378      (2,063)      (2,956)      16,850 
                                                -----------  ----------  ----------  ----------  -----------  -----------

     Net increase (decrease) in net assets
      resulting from contract transactions         970,468     974,505   2,245,228     908,181   (2,788,655)   9,039,651 
                                                -----------  ----------  ----------  ----------  -----------  -----------

Increase (decrease) in net assets                3,047,430     324,812   4,320,390     506,321      (36,860)   7,585,521 
                                                -----------  ----------  ----------  ----------  -----------  -----------

Net assets at beginning of year                  6,483,394   6,158,582   4,008,269   3,501,948   22,887,753   15,302,232 
                                                -----------  ----------  ----------  ----------  -----------  -----------

Net assets at end of year                       $9,530,824   6,483,394   8,328,659   4,008,269   22,850,893   22,887,753 
                                                ===========  ==========  ==========  ==========  ===========  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                                PREFERRED LIFE VARIABLE ACCOUNT C
                                                                of
                                           PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                         Statements of Changes in Net Assets (Continued)

                                          For the years ended December 31, 1995 and 1994

                                                  Investment     Investment                              Adjustable    Adjustable
                                                    Grade          Grade         Income       Income        U.S.          U.S.
                                                 Intermediate   Intermediate   Securities   Securities   Government    Government
                                                   Bond Fund      Bond Fund       Fund         Fund         Fund          Fund
                                                --------------  -------------  -----------  -----------  -----------  ------------
                                                     1995           1994          1995         1994         1995          1994
                                                --------------  -------------  -----------  -----------  -----------  ------------
<S>                                             <C>             <C>            <C>          <C>          <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $     407,662        213,851    3,335,088    1,073,586      834,434       664,691 
  Realized gains (losses) on investments, net         113,489         76,610      727,663      260,851       30,173      (264,507)
  Net change in unrealized appreciation
   (depreciation) on investments                      741,960       (412,173)  10,991,916   (6,238,272)     408,278      (745,000)
                                                --------------  -------------  -----------  -----------  -----------  ------------

     Net increase (decrease) in net assets
      from operations                               1,263,111       (121,712)  15,054,667   (4,903,835)   1,272,885      (344,816)
                                                --------------  -------------  -----------  -----------  -----------  ------------
 Contract transactions (note 5):
  Purchase payments                                 1,409,677      4,279,682    9,139,669   29,130,260    3,442,581    10,829,027 
  Transfers between funds                            (567,286)      (536,649)   3,107,003    6,471,357   (6,776,712)  (11,523,439)
  Surrenders and terminations                      (1,684,507)      (953,308)  (9,000,292)  (4,321,170)  (1,983,546)   (1,461,901)
  Rescissions                                        (109,318)       (52,789)    (299,389)    (694,175)    (109,220)      (97,065)
  Other transactions (note 2)                          29,946          4,934      (26,339)        (110)       5,818        (9,159)
                                                --------------  -------------  -----------  -----------  -----------  ------------

     Net increase (decrease) in net assets
      resulting from contract transactions           (921,488)     2,741,870    2,920,652   30,586,162   (5,421,079)   (2,262,537)
                                                --------------  -------------  -----------  -----------  -----------  ------------

Increase (decrease) in net assets                     341,623      2,620,158   17,975,319   25,682,327   (4,148,194)   (2,607,353)
                                                --------------  -------------  -----------  -----------  -----------  ------------

Net assets at beginning of year                    15,470,488     12,850,330   72,388,977   46,706,650   19,571,291    22,178,644 
                                                --------------  -------------  -----------  -----------  -----------  ------------

Net assets at end of year                       $  15,812,111     15,470,488   90,364,296   72,388,977   15,423,097    19,571,291 
                                                ==============  =============  ===========  ===========  ===========  ============

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                           PREFERRED LIFE VARIABLE ACCOUNT C
                                                           of
                                      PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                    Statements of Changes in Net Assets (Continued)

                                     For the years ended December 31, 1995 and 1994

                                      Templeton     Templeton                               Templeton       Templeton
                                       Pacific       Pacific      Rising       Rising     International   International
                                        Growth       Growth      Dividends    Dividends       Equity          Equity
                                         Fund         Fund         Fund         Fund           Fund            Fund
                                     ------------  -----------  -----------  -----------  --------------  --------------
                                         1995         1994         1995         1994           1995            1994
                                     ------------  -----------  -----------  -----------  --------------  --------------
<S>                                  <C>           <C>          <C>          <C>          <C>             <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net      $   122,352     (266,437)     233,883       83,405         137,301        (423,506)
  Realized gains (losses)
   on investments, net                   177,568      417,268      171,885     (150,567)      1,571,202         520,885 
  Net change in unrealized
   appreciation (depreciation)
   on investments                      1,218,429   (2,435,240)   7,802,711   (1,515,045)      2,705,597      (1,575,004)
                                     ------------  -----------  -----------  -----------  --------------  --------------

     Net increase (decrease) in
      net assets from operations       1,518,349   (2,284,409)   8,208,479   (1,582,207)      4,414,100      (1,477,625)
                                     ------------  -----------  -----------  -----------  --------------  --------------
 Contract transactions (note 5):
  Purchase payments                    2,319,030   12,437,434    3,197,446    5,956,165       6,496,208      21,636,160 
  Transfers between funds             (3,818,916)   6,046,223    2,459,150   (2,607,296)     (1,789,112)     15,583,976 
  Surrenders and terminations         (2,340,908)  (2,090,878)  (2,693,128)  (1,593,730)     (4,549,735)     (2,203,244)
  Rescissions                            (28,713)    (108,539)     (85,057)    (105,012)       (162,298)       (401,811)
  Other transactions (note 2)              7,196       14,043       (1,840)      (6,097)          1,255          19,358 
                                     ------------  -----------  -----------  -----------  --------------  --------------

     Net increase (decrease)
      in net assets resulting
      from contract transactions      (3,862,311)  16,298,283    2,876,571    1,644,030          (3,682)     34,634,439 
                                     ------------  -----------  -----------  -----------  --------------  --------------

Increase (decrease) in net assets     (2,343,962)  14,013,874   11,085,050       61,823       4,410,418      33,156,814 
                                     ------------  -----------  -----------  -----------  --------------  --------------

Net assets at beginning of year       27,037,076   13,023,202   28,684,638   28,622,815      49,607,334      16,450,520 
                                     ------------  -----------  -----------  -----------  --------------  --------------

Net assets at end of year            $24,693,114   27,037,076   39,769,688   28,684,638      54,017,752      49,607,334 
                                     ============  ===========  ===========  ===========  ==============  ==============

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                       PREFERRED LIFE VARIABLE ACCOUNT C
                                                       of
                                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                Statements of Changes in Net Assets (Continued)

                                 For the years ended December 31, 1995 and 1994

                                      Templeton     Templeton                             Templeton   Templeton
                                      Developing   Developing    Templeton   Templeton     Global       Global
                                       Markets       Markets      Global       Global       Asset       Asset
                                        Equity       Equity       Growth       Growth    Allocation   Allocation
                                         Fund         Fund         Fund         Fund        Fund         Fund
                                     ------------  -----------  -----------  ----------  -----------  ----------
                                         1995         1994         1995         1994        1995         1994
                                     ------------  -----------  -----------  ----------  -----------  ----------
<S>                                  <C>           <C>          <C>          <C>         <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net      $   (67,564)     (25,848)    (108,215)    (42,501)       5,619            -
  Realized gains (losses)
   on investments, net                   (81,504)       2,075       39,575         208            -            -
  Net change in unrealized
   appreciation (depreciation)
   on investments                        194,657     (392,205)   1,297,011      (7,698)       4,444            -
                                     ------------  -----------  -----------  ----------  -----------  ----------

     Net increase (decrease) in
      net assets from operations          45,589     (415,978)   1,228,371     (49,991)      10,063            -
                                     ------------  -----------  -----------  ----------  -----------  ----------
 Contract transactions (note 5):
  Purchase payments                    1,669,155    3,620,848    4,461,457   4,944,049      210,368            -
  Transfers between funds                274,802    2,487,493    1,693,077   4,679,620      159,096            -
  Surrenders and terminations           (335,121)     (83,207)    (718,944)   (138,417)        (250)           -
  Rescissions                                  -      (24,211)     (11,376)    (33,934)           -            -
  Other transactions (note 2)             10,658        4,014        8,442      (1,026)         (13)           -
                                     ------------  -----------  -----------  ----------  -----------  ----------

     Net increase (decrease)
      in net assets resulting
      from contract transactions       1,619,494    6,004,937    5,432,656   9,450,292      369,201            -
                                     ------------  -----------  -----------  ----------  -----------  ----------

Increase (decrease) in net assets      1,665,083    5,588,959    6,661,027   9,400,301      379,264            -
                                     ------------  -----------  -----------  ----------  -----------  ----------

Net assets at beginning of year        5,588,959            -    9,400,301           -            -            -
                                     ------------  -----------  -----------  ----------  -----------  ----------

Net assets at end of year            $ 7,254,042    5,588,959   16,061,328   9,400,301      379,264            -
                                     ============  ===========  ===========  ==========  ===========  ==========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                      PREFERRED LIFE VARIABLE ACCOUNT C
                                      of
                 PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

               Statements of Changes in Net Assets (Continued)

                For the years ended December 31, 1995 and 1994

                                                    Total         Total
                                                     All           All
                                                    Funds         Funds
                                                -------------  ------------
                                                    1995           1994
                                                -------------  ------------
<S>                                             <C>            <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $ 18,322,812     9,278,589 
  Realized gains (losses) on investments, net      6,173,326       500,267 
  Net change in unrealized appreciation
   (depreciation) on investments                  83,295,102   (48,406,225)
                                                -------------  ------------

     Net increase (decrease) in net assets
      from operations                            107,791,240   (38,627,369)
                                                -------------  ------------
 Contract transactions (note 5):
  Purchase payments                               80,822,111   193,706,944 
  Transfers between funds                                  -             - 
  Surrenders and terminations                    (74,020,400)  (44,940,169)
  Rescissions                                     (1,772,054)   (4,130,116)
  Other transactions (note 2)                         49,159       138,739 
                                                -------------  ------------

     Net increase (decrease) in net assets
      resulting from contract transactions         5,078,816   144,775,398 
                                                -------------  ------------

Increase (decrease) in net assets                112,870,056   106,148,029 
                                                -------------  ------------

Net assets at beginning of year                  577,443,933   471,295,904 
                                                -------------  ------------

Net assets at end of year                       $690,313,989   577,443,933 
                                                =============  ============

</TABLE>

See accompanying notes to financial statements.
<PAGE>

                      PREFERRED LIFE VARIABLE ACCOUNT C

                                      of

                 PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                        Notes to Financial Statements

                              December 31, 1995


1.  ORGANIZATION

Preferred Life Variable Account C (Variable Account) is a segregated
investment  account of Preferred Life Insurance Company of New York (Preferred
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 by Preferred Life on
February 26, 1988 and commenced operations September 6, 1991.  Accordingly, it
is an accounting entity wherein all segregated account transactions are
reflected.

The  Variable Account's assets are the property of Preferred 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 Preferred 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 Preferred 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., in accordance with the selection made by the contract owner.

Certain officers and trustees of the FVF are also officers and/or directors of
Franklin Advisers, Inc. and/or Preferred 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 gains on the sale of fund shares as
determined  by  the  average cost method. 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.

The  Templeton Developing Markets Equity Fund and Templeton Global Growth Fund
were  added  as available investment options on April 25, 1994.  The Templeton
Global  Asset  Allocation  Fund was added as an available investment option on
August 4, 1995.  The Zero Coupon - 1995 Fund matured and was closed on
December 15, 1995.

In  April  1995,  the Equity Growth Fund name was changed to Growth and Income
Fund.


EXPENSES

ASSET BASED EXPENSES

A mortality and expense risk charge is deducted from the Variable Account on a
daily basis equal, on an annual basis, to 1.25% of the daily net assets of the
Variable Account.

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 the
Variable Account.

CONTRACT BASED EXPENSES

A contract maintenance charge is paid by the contract owner annually from each
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 deducted during the years ended December 31, 1995
and 1994 were $475,980 and $369,180, respectively.  These contract charges are
reflected in the financial statements 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 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>

<S>                  <C>
Years Since Payment  Charge
- -------------------  -------
0-1                       5%
1-2                       5%
2-3                       4%
3-4                       3%
4-5                     1.5%
5 +                       0%

</TABLE>


and (c) adding the products of each multiplication in (b) above.

A  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.   For a partial surrender, the contingent
deferred  sales  charge will be deducted from the remaining contract value, if
sufficient;  otherwise it will be deducted from the amount surrendered.  Total
contingent  deferred  sales  charges paid by the contract owners for the years
ended December 31, 1995 and 1994 were $1,304,496 and $944,991, 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  for  the years ended December 31, 1995 and 1994 were
$9,505 and $12,900, respectively.

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


On  certain  contracts, a systematic withdrawal plan is available which allows
an owner to withdraw up to 9% of purchase payments less prior surrenders
annually, paid 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.

A rescission is defined as a contract that is returned to the company and
canceled within the free-look period, generally within 10 days.

3.  INVESTMENT TRANSACTIONS

The  sub-account  purchases of fund shares, including reinvestment of dividend
distributions, were as follows during the year ended December 31, 1995:

<TABLE>

<CAPTION>

<S>                                       <C>
Money Market Fund                         $32,584,295
Growth and Income Fund                     21,568,094
Precious Metals Fund                        1,857,301
High Income Fund                           10,743,605
Real Estate Securities Fund                 1,938,652
U.S. Government Securities Fund            10,810,327
Utility Equity Fund                        10,793,452
Zero Coupon Fund - 1995                       427,463
Zero Coupon Fund - 2000                     7,026,743
Zero Coupon Fund - 2005                     2,330,493
Zero Coupon Fund - 2010                     3,607,798
Global Income Fund                          2,269,532
Investment Grade Intermediate Bond Fund     1,900,177
Income Securities Fund                     14,358,504
Adjustable U.S. Government Fund             4,067,937
Templeton Pacific Growth Fund               7,221,593
Rising Dividends Fund                       6,379,014
Templeton International Equity Fund        12,625,379
Templeton Developing Markets Equity Fund    3,034,409
Templeton Global Growth Fund                6,509,776
Templeton Global Asset Allocation Fund        375,601

</TABLE>


4.  FEDERAL INCOME TAXES

Operations of the Variable Account form a part of, and are taxed with,
operations of Preferred Life, which is taxed as a life insurance company under
the Internal Revenue Code.

Preferred Life does not expect to incur any federal income taxes in the
operation of the Variable Account.  If in the future Preferred 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>

5.  CONTRACT TRANSACTIONS - UNIT ACTIVITY

Transactions  in units for each fund for the years ended December 31, 1995 and
1994 were as follows:

<TABLE>

<CAPTION>

                                                              Growth                                               U.S.
                                                 Money         and        Precious      High      Real Estate   Government
                                                 Market       Income       Metals      Income      Securities   Securities
                                                  Fund         Fund         Fund        Fund          Fund         Fund
                                              ------------  -----------  ----------  -----------  ------------  -----------
<S>                                           <C>           <C>          <C>         <C>          <C>           <C>
Units outstanding at December 31, 1993            627,038    2,402,339     391,041    1,135,378       436,709    6,107,774 
Contract transactions:
 Purchase payments                              1,661,743      923,189     255,888      600,639       314,797    1,080,502 
 Transfers between funds                          742,599      305,438      80,754      107,167       208,412   (1,203,909)
 Surrenders and terminations                     (502,247)    (161,395)    (78,581)    (126,425)      (59,351)    (593,751)
 Rescissions                                      (50,318)     (16,981)     (1,666)      (7,160)       (1,532)     (59,151)
 Other transactions                                 8,617         (648)        (21)         713           987         (934)
                                              ------------  -----------  ----------  -----------  ------------  -----------
     Net increase (decrease) in
      accumulation units resulting
      from contract transactions                1,860,394    1,049,603     256,374      574,934       463,313     (777,243)
                                              ------------  -----------  ----------  -----------  ------------  -----------

Units outstanding at December 31, 1994          2,487,432    3,451,942     647,415    1,710,312       900,022    5,330,531 
                                              ============  ===========  ==========  ===========  ============  ===========

Accumulation unit value
 per unit at December 31, 1994                $    12.354       13.215      13.979       14.608        15.594       13.835 
                                              ============  ===========  ==========  ===========  ============  ===========

Contract transactions:
 Purchase payments                                808,615      638,299      37,598      314,237        53,324      450,010 
 Transfers between funds                         (343,975)     625,732     (75,156)     305,234       (76,349)      12,062 
 Surrenders and terminations                     (720,868)    (354,878)    (93,799)    (247,052)      (82,254)    (701,350)
 Rescissions                                      (12,471)     (15,727)       (826)      (8,639)         (216)      (6,620)
 Other transactions                                (1,113)       1,361         646        1,528          (877)       4,103 
                                              ------------  -----------  ----------  -----------  ------------  -----------
     Net increase (decrease) in
      accumulation units resulting
      from contract transactions                 (269,812)     894,787    (131,537)     365,308      (106,372)    (241,795)
                                              ------------  -----------  ----------  -----------  ------------  -----------

Units outstanding at December 31, 1995          2,217,620    4,346,729     515,878    2,075,620       793,650    5,088,736 
                                              ============  ===========  ==========  ===========  ============  ===========

Accumulation unit value
 per unit at December 31, 1995                $    12.883       17.310      14.109       17.252        18.073       16.298 
                                              ============  ===========  ==========  ===========  ============  ===========

Accumulation net assets at December 31, 1995  $28,570,694   75,240,399   7,278,359   35,808,214    14,343,503   82,934,727 
                                              ============  ===========  ==========  ===========  ============  ===========

</TABLE>

<PAGE>

5.  CONTRACT TRANSACTIONS - UNIT ACTIVITY (CONTINUED)

<TABLE>

<CAPTION>

                                                                        Zero        Zero         Zero        Zero
                                                          Utility      Coupon      Coupon       Coupon      Coupon      Global
                                                          Equity       Fund -      Fund -       Fund -      Fund -      Income
                                                           Fund         1995        2000         2005        2010        Fund
                                                       -------------  ---------  -----------  ----------  ----------  -----------
<S>                                                    <C>            <C>        <C>          <C>         <C>         <C>
Units outstanding at December 31, 1993                    7,478,993    269,765      795,411     341,197     193,003    1,044,532 
Contract transactions:
 Purchase payments                                        1,051,921     70,708      414,919     125,015      76,028      561,113 
 Transfers between funds                                 (1,696,778)    42,828       68,710     (40,577)     (8,676)     180,054 
 Surrenders and terminations                               (491,312)   (35,886)    (112,129)    (21,155)     (7,322)    (107,849)
 Rescissions                                                (24,704)    (3,621)      (9,747)     (1,457)     (1,286)     (11,608)
 Other transactions                                            (922)      (118)         503        (227)       (127)       1,196 
                                                       -------------  ---------  -----------  ----------  ----------  -----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions         (1,161,795)    73,911      362,256      61,599      58,617      622,906 
                                                       -------------  ---------  -----------  ----------  ----------  -----------

Units outstanding at December 31, 1994                    6,317,198    343,676    1,157,667     402,796     251,620    1,667,438 
                                                       =============  =========  ===========  ==========  ==========  ===========

Accumulation unit value per unit at December 31, 1994  $     15.104     14.380       15.373      16.096      15.930       13.726 
                                                       =============  =========  ===========  ==========  ==========  ===========

Contract transactions:
 Purchase payments                                          333,194      6,693      273,272      79,107      72,448      124,367 
 Transfers between funds                                      3,713   (272,809)      98,289      13,994      76,355     (148,545)
 Surrenders and terminations                               (730,042)   (77,389)    (107,109)    (36,702)    (27,481)    (167,077)
 Rescissions                                                 (4,745)         -       (5,154)     (3,194)     (1,958)      (3,868)
 Other transactions                                          (3,359)      (171)        (616)       (278)        311         (199)
                                                       -------------  ---------  -----------  ----------  ----------  -----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions           (401,239)  (343,676)     258,682      52,927     119,675     (195,322)
                                                       -------------  ---------  -----------  ----------  ----------  -----------

Units outstanding at December 31, 1995                    5,915,959          -    1,416,349     455,723     371,295    1,472,116 
                                                       =============  =========  ===========  ==========  ==========  ===========

Accumulation unit value per unit at December 31, 1995  $     19.565          -       18.294      20.914      22.431       15.522 
                                                       =============  =========  ===========  ==========  ==========  ===========

Accumulation net assets at December 31, 1995           $115,742,880          -   25,910,145   9,530,824   8,328,659   22,850,893 
                                                       =============  =========  ===========  ==========  ==========  ===========

</TABLE>

<PAGE>

5.  CONTRACT TRANSACTIONS - UNIT ACTIVITY (CONTINUED)

<TABLE>

<CAPTION>

                                                         Investment                 Adjustable    Templeton
                                                           Grade         Income        U.S.        Pacific      Rising
                                                        Intermediate   Securities   Government     Growth      Dividends
                                                         Bond Fund        Fund         Fund         Fund         Fund
                                                       --------------  -----------  -----------  -----------  -----------
<S>                                                    <C>             <C>          <C>          <C>          <C>
Units outstanding at December 31, 1993                       893,048    2,633,679    1,970,803      914,981    2,771,594 
Contract transactions:
 Purchase payments                                           300,084    1,705,232      968,718      921,042      599,000 
 Transfers between funds                                     (37,700)     374,341   (1,032,132)     440,484     (261,335)
 Surrenders and terminations                                 (66,963)    (256,277)    (130,996)    (157,447)    (161,474)
 Rescissions                                                  (3,708)     (40,792)      (8,659)      (8,240)     (10,761)
 Other transactions                                              348            9         (819)       1,165         (653)
                                                       --------------  -----------  -----------  -----------  -----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions             192,061    1,782,513     (203,888)   1,197,004      164,777 
                                                       --------------  -----------  -----------  -----------  -----------

Units outstanding at December 31, 1994                     1,085,109    4,416,192    1,766,915    2,111,985    2,936,371 
                                                       ==============  ===========  ===========  ===========  ===========

Accumulation unit value per unit at December 31, 1994  $      14.257       16.392       11.077       12.802        9.769 
                                                       ==============  ===========  ===========  ===========  ===========

Contract transactions:
 Purchase payments                                            94,073      501,986      295,879      180,173      283,866 
 Transfers between funds                                     (37,800)     168,155     (590,890)    (297,776)     215,526 
 Surrenders and terminations                                (113,583)    (501,023)    (172,610)    (181,062)    (246,273)
 Rescissions                                                  (7,335)     (16,684)      (9,352)      (2,214)      (7,459)
 Other transactions                                            2,084       (1,392)         549          517          (39)
                                                       --------------  -----------  -----------  -----------  -----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions             (62,561)     151,042     (476,424)    (300,362)     245,621 
                                                       --------------  -----------  -----------  -----------  -----------

Units outstanding at December 31, 1995                     1,022,548    4,567,234    1,290,491    1,811,623    3,181,992 
                                                       ==============  ===========  ===========  ===========  ===========

Accumulation unit value per unit at December 31, 1995  $      15.463       19.785       11.951       13.630       12.498 
                                                       ==============  ===========  ===========  ===========  ===========

Accumulation net assets at December 31, 1995           $  15,812,111   90,364,296   15,423,097   24,693,114   39,769,688 
                                                       ==============  ===========  ===========  ===========  ===========

</TABLE>

<PAGE>

5.  CONTRACT TRANSACTIONS - UNIT ACTIVITY (CONTINUED)

<TABLE>

<CAPTION>

                                                                         Templeton                 Templeton
                                                          Templeton     Developing    Templeton     Global
                                                        International     Markets      Global        Asset        Total
                                                           Equity         Equity       Growth     Allocation       All
                                                            Fund           Fund         Fund         Fund         Funds
                                                       ---------------  -----------  -----------  -----------  ------------
<S>                                                    <C>              <C>          <C>          <C>          <C>
Units outstanding at December 31, 1993                      1,345,574            -            -            -    31,752,859 
Contract transactions:
 Purchase payments                                          1,712,426      358,401      482,780            -    14,184,145 
 Transfers between funds                                    1,226,646      242,892      455,573            -       194,791 
 Surrenders and terminations                                 (175,010)      (8,146)     (13,427)           -    (3,267,143)
 Rescissions                                                  (32,139)      (2,370)      (3,306)           -      (299,206)
 Other transactions                                             1,611          381          (99)           -        10,962 
                                                       ---------------  -----------  -----------  -----------  ------------
     Net increase (decrease) in accumulation
      units resulting from contract transactions            2,733,534      591,158      921,521            -    10,823,549 
                                                       ---------------  -----------  -----------  -----------  ------------

Units outstanding at December 31, 1994                      4,079,108      591,158      921,521            -    42,576,408 
                                                       ===============  ===========  ===========  ===========  ============

Accumulation unit value per unit at December 31, 1994  $       12.161        9.454       10.201            - 
                                                       ===============  ===========  ===========  ===========              

Contract transactions:
 Purchase payments                                            509,261      176,313      410,139       20,426     5,663,280 
 Transfers between funds                                     (146,606)      23,378      151,645       15,409      (280,414)
 Surrenders and terminations                                 (356,227)     (34,856)     (66,588)         (24)   (5,018,247)
 Rescissions                                                  (12,742)           -       (1,052)           -      (120,256)
 Other transactions                                               120        1,079          808           (2)        5,060 
                                                       ---------------  -----------  -----------  -----------  ------------
     Net increase (decrease) in accumulation
      units resulting from contract transactions               (6,194)     165,914      494,952       35,809       249,423 
                                                       ---------------  -----------  -----------  -----------  ------------

Units outstanding at December 31, 1995                      4,072,914      757,072    1,416,473       35,809    42,825,831 
                                                       ===============  ===========  ===========  ===========  ============

Accumulation unit value per unit at December 31, 1995  $       13.263        9.582       11.339       10.591 
                                                       ===============  ===========  ===========  ===========              

Accumulation net assets at December 31, 1995           $   54,017,752    7,254,042   16,061,328      379,264   690,313,989 
                                                       ===============  ===========  ===========  ===========  ============

</TABLE>
<PAGE>





                 PREFERRED LIFE INSURANCE COMPANY OF NEW YORK


                             Financial Statements


                          December 31, 1995 and 1994
<PAGE>

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








                         INDEPENDENT AUDITORS' REPORT




The Board of Directors
Preferred Life Insurance Company of New York:


We  have  audited  the accompanying balance sheets of Preferred Life Insurance
Company of New York (a wholly owned subsidiary of Allianz Life Insurance
Company  of  North  America) as of December 31, 1995 and 1994, and the related
statements of income, stockholder's equity and cash flows for each of the
years in the three-year period ended December 31, 1995.  These financial
statements are the responsibility of the Company'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.  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 financial position of Preferred Life Insurance
Company  of  New York as of December 31, 1995 and 1994, and the results of its
operations  and changes in stockholder's equity and cash flows for each of the
years  in  the  three-year  period ended December 31, 1995, in conformity with
generally accepted accounting principles.

In 1994, as discussed in note 1 to the  financial statements, the Company
adopted the provisions of the Financial Accounting Standards Board's Statement
of  Financial  Accounting  Standards Statement No. 115, Accounting for Certain
Investments in Debt and Equity Securities.  In 1993, as discussed in note 1 to
the  financial statements, the Company adopted the provisions of the Financial
Accounting  Standards  Board's Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes.


                                             KPMG Peat Marwick LLP



February 6, 1996
<PAGE>

<TABLE>

<CAPTION>
                       PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                      Balance Sheets

                                December 31, 1995 and 1994
                             (in thousands except share data)

Assets                                                                   1995      1994
- ---------------------------------------------------------------------  --------  ---------
<S>                                                                    <C>       <C>
Investments:
    Fixed maturities, at market                                        $ 15,128     3,516 
    Certificates of deposit and short-term securities                       800     3,188 
                                                                       --------  ---------
              Total investments                                          15,928     6,704 
Cash                                                                          0     4,872 
Receivables                                                               4,820     5,091 
Reinsurance receivable:
    Recoverable on future policy benefit reserves                           161       160 
    Recoverable on unpaid claims                                         11,515    13,672 
    Receivable on paid claims                                             1,522       114 
Prepaid insurance premiums                                                  431       426 
Deferred acquisition costs                                               38,586    37,577 
Accrued investment income                                                   228        74 
Other assets                                                                959       161 
                                                                       --------  ---------
              Assets, exclusive of separate account assets               74,150    68,851 
Separate account assets                                                 690,262   577,444 
                                                                       --------  ---------
              Total assets                                             $764,412   646,295 
                                                                       ========  =========

Liabilities and Stockholder's Equity
- ---------------------------------------------------------------------                     
Liabilities:
    Future life policy benefit reserves                                $    594       511 
    Future annuity benefit reserves                                           6       271 
    Policy and contract claims                                           26,167    27,312 
    Unearned premiums                                                     2,330     2,285 
    Other policyholder funds                                                691       885 
    Reinsurance payable                                                   1,252     2,058 
    Deferred income taxes                                                 6,510     4,605 
    Accrued expenses and other liabilities                                  752     1,053 
    Commissions due and accrued                                             824       880 
    Payable to parent                                                       663       566 
                                                                       --------  ---------
              Liabilities, exclusive of separate account liabilities     39,789    40,426 
Separate account liabilities                                            690,262   577,444 
                                                                       --------  ---------
              Total liabilities                                         730,051   617,870 
Stockholder's equity:
    Common stock, $10 par value; 200,000 shares
       authorized, issued and outstanding                                 2,000     2,000 
    Additional paid-in capital                                           15,500    15,500 
    Net unrealized holding gain (loss) on securities
       available-for-sale, net of deferred federal income taxes             274      (268)
    Retained earnings                                                    16,587    11,193 
                                                                       --------  ---------
             Total stockholder's equity                                  34,361    28,425 
Commitments and contingencies (notes 6 and 11)
             Total liabilities and stockholder's equity                $764,412   646,295 
                                                                       ========  =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                   PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                               Statements of Income

                   Years Ended December 31, 1995, 1994 and 1993
                                  (in thousands)

                                                          1995     1994      1993
                                                        --------  -------  --------
 <S>                                                    <C>       <C>      <C>
Revenue:
    Life insurance premiums                             $10,291   10,465     9,504 
    Annuity considerations                               10,679    8,781     4,450 
    Accident and health premiums                         22,406   24,586    24,160 
                                                        --------  -------  --------
            Total premiums and considerations            43,376   43,832    38,114 
    Premiums ceded                                       13,462   16,341    12,683 
                                                        --------  -------  --------
            Net premiums and considerations              29,914   27,491    25,431 

    Investment income, net                                  605      371       372 
    Realized investment gains (losses), net                 (13)    (113)      649 
                                                        --------  -------  --------

            Total revenue                                30,506   27,749    26,452 
                                                        --------  -------  --------
Benefits and expenses:
    Life insurance benefits                               8,202   10,577     9,501 
    Annuity benefits                                       (100)     357       (56)
    Accident and health insurance benefits               14,743   15,455    15,117 
                                                        --------  -------  --------
            Total benefits                               22,845   26,389    24,562 
    Benefit recoveries                                    9,116   11,999     9,424 
                                                        --------  -------  --------
            Net benefits                                 13,729   14,390    15,138 

    Commissions and other agent compensation              7,278   12,974    23,033 
    General and administrative expenses                   3,132    3,079     3,079 
    Taxes, licenses and fees                                479      943       766 
    Increase in deferred acquisition costs, net          (1,009)  (8,090)  (18,017)
                                                        --------  -------  --------
            Total benefits and expenses                  23,609   23,296    23,999 
                                                        --------  -------  --------

            Income from operations before income taxes    6,897    4,453     2,453 
                                                        --------  -------  --------

Income tax expense (benefit):
    Current                                                (109)     154      (376)
    Deferred                                              1,612    1,099     1,177 
                                                        --------  -------  --------
            Total income tax expense                      1,503    1,253       801 
                                                        --------  -------  --------

            Income before cumulative effect of
              changes in accounting                       5,394    3,200     1,652 
Cumulative effect of changes in accounting                    0        0    (1,084)
                                                        --------  -------  --------
            Net income                                  $ 5,394    3,200       568 
                                                        ========  =======  ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                 PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                      Statements of Stockholder's Equity

                 Years Ended December 31, 1995, 1994 and 1993
                                (in thousands)

                                                        1995     1994     1993
                                                      --------  -------  ------
<S>                                                   <C>       <C>      <C>
Common stock:
    Balance at beginning and end of year              $ 2,000    2,000    2,000
                                                      --------  -------  ------


Additional paid-in capital:
    Balance at beginning of year                       15,500    9,000    4,000
    Additional contribution from parent                     0    6,500    5,000
                                                      --------  -------  ------

    Balance at end of year                             15,500   15,500    9,000
                                                      --------  -------  ------


Net unrealized gains (losses) on investments:
    Balance at beginning of year                         (268)       0        0
    Cumulative effect of the implementation of SFAS
       No. 115, net of deferred federal income taxes        0       82        0
    Net unrealized gain (loss) during the year,
       net of deferred federal income taxes               542     (350)       0
                                                      --------  -------  ------

    Balance at end of year                                274     (268)       0
                                                      --------  -------  ------

Retained earnings:
    Balance at beginning of year                       11,193    7,993    7,425
    Net income                                          5,394    3,200      568
                                                      --------  -------  ------

    Balance at end of year                             16,587   11,193    7,993
                                                      --------  -------  ------

                  Total stockholder's equity          $34,361   28,425   18,993
                                                      ========  =======  ======
</TABLE>
See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                    PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                               Statements of Cash Flow

                    Years Ended December 31, 1995, 1994 and 1993
                                   (in thousands)

                                                           1995      1994      1993
                                                         ---------  -------  --------
 <S>                                                     <C>        <C>      <C>
Cash flows used in operating activities:
    Net income                                           $  5,394    3,200       568 
                                                         ---------  -------  --------
    Adjustments to reconcile net income to net
     cash used in operating activities:
       Realized losses (gains)on investments                   13      113      (649)
       Deferred federal income tax expense                  1,612    1,099     1,177 
       Cumulative effect of changes in accounting                        0    (1,084)
       Change in:
           Receivables and other assets                        62   (2,320)     (188)
           Deferred acquisition costs                      (1,009)  (8,090)  (18,017)
           Future policy benefit reserves                    (182)     238       353 
           Policy and contract claims                      (1,145)   5,296     1,479 
           Unearned premiums                                   45      196       542 
           Other policyholder funds                          (194)     410    (2,919)
           Reinsurance payable                               (806)    (884)      611 
           Deferred tax liability                               0        0     2,168 
           Accrued expenses and other liabilities            (301)     619       (32)
           Commissions due and accrued                        (56)  (1,024)      657 
           Due to/from parent                                  97      573        17 
       Depreciation and amortization                         (185)     (63)       20 
       Other, net                                               0      (46)       11 
                                                         ---------  -------  --------
           Total adjustments                               (2,049)  (3,883)  (15,854)
                                                         ---------  -------  --------
           Net cash from (used in) operating activities     3,345     (683)  (15,286)
                                                         ---------  -------  --------

Cash flows from (used in) investing activities:
    Purchase of fixed maturities, at amortized cost             0        0    (6,027)
    Purchase of fixed maturities, at market               (15,328)       0         0 
    Sale of fixed maturities, at amortized cost                 0        0    12,261 
    Matured fixed maturities, at amortized cost                 0        0       650 
    Sale of fixed maturities, at market                     4,522    3,428         0 
    Other investments, net                                  2,589   (3,133)        0 
                                                         ---------  -------  --------
           Net cash from (used in) investing activities    (8,217)     295     6,884 
                                                         ---------  -------  --------

Cash flows from (used in) financing activities:
    Capital contribution from parent                            0    6,500     5,000 
    Net change in bank overdraft                                0   (1,240)    1,240 
                                                         ---------  -------  --------
    Net cash from financing activities                          0    5,260     6,240 
                                                         ---------  -------  --------

           Net increase (decrease) in cash                 (4,872)   4,872    (2,162)

Cash at beginning of year                                   4,872        0     2,162 
                                                         ---------  -------  --------
Cash at end of year                                      $      0    4,872         0 
                                                         =========  =======  ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>

                 PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                        Notes to Financial Statements

                       December 31, 1995, 1994 and 1993
                                (in thousands)

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Preferred  Life  Insurance Company of New York (the Company) is a wholly owned
subsidiary  of  Allianz Life Insurance Company of North America (Allianz Life)
which, in turn, 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.  Following is a summary of the significant
accounting policies reflected in the accompanying financial statements.

The Company is a life insurance company licensed to sell group life and
accident and health and individual variable annuity policies in six states and
the  District  of  Columbia.  Based on 1995 gross premium volume, 10%, 15% and
75% of the Company's business is life, accident and health and annuity,
respectively.  The Company's primary distribution channels are through
strategic alliances with third party marketing organizations.  The Company has
a significant relationship at December 31, 1995 with a mutual fund company and
its broker/dealer network for marketing its variable annuity products.

BASIS OF PRESENTATION

The 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.  Certain amounts as previously reported have been reclassified to
be consistent with the current year's presentation.

The preparation of financial statements in conformity with GAAP requires
management  to  make  certain   estimates and assumptions that affect reported
assets  and liabilities including reporting or disclosure of contingent assets
and liabilities as of the balance sheet date and the reported amounts of
revenues  and expenses during the reporting period.  Actual results could vary
significantly from management's estimates.

RECOGNITION OF TRADITIONAL LIFE, GROUP LIFE AND GROUP ACCIDENT AND HEALTH
REVENUE

Traditional life products include products with guaranteed premiums and
benefits and consist solely of policies converted from group life business.

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 are
matched  with  earned premiums so that profits are recognized over the premium
paying periods of the contracts.  This matching is accomplished by
establishing  provisions  for  future  policy benefits and policy and contract
claims, and deferring and amortizing related policy acquisition costs.

RECOGNITION OF VARIABLE ANNUITY REVENUE

Variable annuity contracts do not have significant mortality or morbidity
risks and are accounted for in a manner consistent with interest bearing
financial instruments.  Accordingly, 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.   Benefits consist of claims and benefits incurred in excess of
the contractholder's balance.

<PAGE>

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
variable annuity contracts, acquisition costs are amortized in relation to the
present  value  of  expected gross profits from investment margins and expense
charges.  Acquisition costs for group life and group accident and health
products are deferred and amortized over the lives of the policies in the same
manner  as  premiums  are earned.  Deferred acquisition costs amortized during
1995, 1994 and 1993 were $4,517, $3,739 and $2,325, respectively.

FUTURE POLICY BENEFIT RESERVES

Future  policy  benefits  on life insurance products are computed by net level
premium methods and the commissioners reserve valuation method based upon
estimated future investment yield and mortality, commensurate with the
Company's experience.

Future  policy  benefit  reserves for variable annuity products are carried at
accumulated contract values.  Any additional reserves are carried at an amount
equal to a one year term cost for any death benefits which may exceed the
accumulated contract values.

POLICY AND CONTRACT CLAIMS

Policy and contract claims represent an estimate of claims and claim
adjustment expenses on accident and health, life insurance and variable
annuity policies that have been reported but not yet paid and incurred but not
yet reported as of December 31.

INVESTMENTS

On January 1, 1994, the Company adopted Statement of Financial Accounting
Standard (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity
Securities  which  addresses  the  accounting and reporting for investments in
equity securities that have readily determinable fair values and for all
investments  in  debt  securities.  Those investments are classified in one of
three  categories.    Debt securities that the Company has the positive intent
and ability to hold to maturity are classified as "held-to-maturity
securities" and reported at amortized cost.  Debt and equity securities bought
and held principally for the purpose of selling them in the near term are
classified as "trading securities" and reported at fair value, with unrealized
gains and losses included in earnings.  Debt and equity securities not
classified as either "held-to-maturity securities" or "trading securities" are
classified as "available-for-sale securities" and reported at fair value, with
unrealized  gains and losses reported as a separate component of stockholders'
equity, net of deferred income taxes.  SFAS No. 115 did not permit retroactive
application  of  its provisions.  The Company classified all of its investment
portfolio as "available-for-sale securities" at January 1, 1994.

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

Short  term investments, which include certificate of deposits, are carried at
amortized cost which approximates market.

As  of December 31, 1995 and 1994, investments with a carrying value of $1,665
and $649, respectively, were pledged to the New York Superintendent of
Insurance as required by statutory regulation.

The  fair  values  of  invested assets are deemed by management to approximate
their  estimated  market  values.   Changes in market conditions subsequent to
December 31 may cause estimates of fair values to differ from the amounts
presented herein.

<PAGE>

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 receivables.  Estimated reinsurance receivables
are recognized in a manner consistent with the liabilities related to the
underlying reinsured contracts.

SEPARATE ACCOUNTS

Separate  accounts  represent funds for which investment income and investment
gains  and  losses  accrue  directly to the contractholders.  Each account has
specific  investment  objectives  and the assets are carried at market value. 
The assets of each account are legally segregated and are not subject to
claims which arise out of any other business of the Company.

Fair values of separate accounts assets were determined using the market value
of  the investments held in segregated fund accounts.  Fair values of separate
accounts  liabilities  were  determined using the cash surrender values of the
contractholders' accounts.

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 as
income in the period that includes the enactment date.

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

The impact of implementation of SFAS No. 115 in 1994 was an increase in equity
of $82 at January 1, 1994.

The table below presents the cumulative effect of changes, net of tax, in
accounting principles implemented in 1993 on net income:
<TABLE>

<CAPTION>

<S>                                                                        <C>
SFAS No. 109, Accounting for Income Taxes                                  $(1,084)
                                                                           --------

Total cumulative effect on net income of changes in accounting principles  $(1,084)
                                                                           ========
</TABLE>

<PAGE>

ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED

In  March  1995, the Financial Accounting Standards Board issued SFAS No. 121,
Accounting  for  the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of, which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and  the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount.  SFAS No. 121 also addresses the
accounting for long-lived assets that are expected to be disposed of by a
company.    The  Company  will adopt SFAS No. 121 in the first quarter of 1996
and,  based  on current circumstances, does not believe the effect of adoption
will be material.


(2)  INVESTMENTS

<TABLE>

<CAPTION>
Investments at December 31, 1995 consist of:

                                                               Amount
                                       Amortized   Estimated  shown on
                                          cost       fair     balance
                                        or cost      value     sheet
                                       ----------  ---------  --------
<S>                                    <C>         <C>        <C>
Fixed maturities - Available-for-sale
    U.S. government                    $   13,749     14,129    14,129
    Mortgage backed securities                957        999       999
                                       ----------  ---------  --------

       Total fixed maturities              14,706     15,128    15,128
                                       ----------  ---------  --------

Other investments:
    Short-term securities                     800   XXXXXXX        800
                                       ----------  ---------  --------

       Total other investments                800   XXXXXXX        800
                                       ----------  ---------  --------

       Total investments               $   15,506   XXXXXXX     15,928
                                       ==========  =========  ========
</TABLE>

<TABLE>

<CAPTION>
At  December  31,  1995  and 1994, the amortized cost, gross unrealized gains,
gross unrealized losses and estimated fair values of fixed maturities are as
follows:

                                              Gross       Gross     Estimated
                                Amortized   unrealized  unrealized    fair
                                   cost       gains       losses      value
                                ----------  ----------  ----------  ---------
<S>                             <C>         <C>         <C>         <C>
1995:
Available-for-sale:
    U.S. government             $   13,749         380           0     14,129
    Mortgage backed securities         957          42           0        999
                                ----------  ----------  ----------  ---------

Total fixed maturities          $   14,706         422           0     15,128
                                ==========  ==========  ==========  =========

<PAGE>

1994:
    U.S. government             $    3,929           0         413      3,516
                                ----------  ----------  ----------  ---------

Total fixed maturities          $    3,929           0         413      3,516
                                ==========  ==========  ==========  =========
</TABLE>

The changes in unrealized gains (losses) from fixed maturities were $835,
$(540) and $(490) for the years ended December 31, 1995, 1994 
and 1993, respectively.

The  amortized  cost  and estimated fair value of fixed maturities at December
31, 1995, 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>

<CAPTION>

                                            Amortized   Estimated
                                               cost     fair value
                                            ----------  ----------
<S>                                         <C>         <C>
Available-for-sale:
    Due in one year or less                 $      651         655
    Due after one year through five years        6,097       6,196
    Due after five years through ten years       7,001       7,278
    Mortgage backed securities                     957         999
                                            ----------  ----------

    Totals                                  $   14,706      15,128
                                            ==========  ==========
</TABLE>

Proceeds  from  sales  of  investments in available-for-sale securities during
1995  and  1994  were $4,522 and $3,428, respectively.  Gross gains of $64 and
$110 and gross losses of $77 and $209 were realized on sales of
available-for-sale securities in 1995 and 1994, respectively.  The related tax
benefit was $4 and $35 in 1995 and 1994, respectively.  Proceeds from sales of
fixed maturity securities in 1993 were $12,261.  Gross gains of $656 and gross
losses of $6 were realized on sales of fixed maturities in 1993; related taxes
were $227.

<TABLE>

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

                                              1995   1994   1993
                                             ------  -----  -----
 <S>                                         <C>     <C>    <C>
Fixed maturities, at amortized cost          $   0      0    650 
Fixed maturities, at market                    (13)   (99)     0 
Other                                            0    (14)    (1)
                                             ------  -----  -----
        Net gains (losses) before taxes        (13)  (113)   649 

Tax (benefit) expense on net realized gains     (4)   (38)   227 
                                             ------  -----  -----

        Net gains (losses) after taxes       $  (9)   (75)   422 
                                             ======  =====  =====
</TABLE>
<PAGE>


<TABLE>

<CAPTION>
Major categories of net investment income for the respective years ended
December 31 are:

                                         1995   1994  1993
                                         -----  ----  ----
 <S>                                     <C>    <C>   <C>
Interest:
    Fixed maturities, at amortized cost  $   0     0   483
    Fixed maturities, at market            410   309     0
    Short-term investments                 201    69    50
                                         -----  ----  ----
        Total investment income            611   378   533

Investment expenses                          6     7   161
                                         -----  ----  ----

        Net investment income            $ 605   371   372
                                         =====  ====  ====
</TABLE>


(3)  SUMMARY TABLE OF FAIR VALUE DISCLOSURES

<TABLE>

<CAPTION>

                                            1995       1995      1994       1994
                                          Carrying     Fair    Carrying     Fair
                                           Amount     Value     Amount     Value
                                          ---------  --------  ---------  --------
<S>                                       <C>        <C>       <C>        <C>
Financial assets
- ----------------------------------------                                          
     Fixed maturities, at market
        U.S. Government                   $  14,129  $ 14,129  $   3,516  $  3,516
        Mortgage backed securities              999       999          0         0
    Certificates of deposit
        and other short term investments        800       800      3,188     3,188
    Receivables                               4,838     4,838      5,091     5,091
    Separate accounts assets                690,262   690,262    577,444   577,444

Financial liabilities
- ----------------------------------------                                          
    Separate account liabilities            690,262   672,655    577,444   555,839
</TABLE>

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


(4)  RECEIVABLES

<TABLE>

<CAPTION>
Receivables at December 31 consist of the following:
<PAGE>


                                    1995   1994
                                   ------  -----
<S>                                <C>     <C>
Premiums due                       $3,468  3,722
Reinsurance commission receivable     371    489
Due from administrators               198    321
Other                                 783    559
                                   ------  -----

    Total receivables              $4,820  5,091
                                   ======  =====
</TABLE>


(5)  ACCIDENT AND HEALTH CLAIMS RESERVES

Accident and health claims reserves are based on long-range projections
subject  to  uncertainty.   Uncertainty regarding reserves of a given accident
year  is  gradually  reduced  as new information emerges each succeeding year,
allowing more reliable re-evaluations of such reserves.  While management
believes  that reserves as of December 31, 1995 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.

<TABLE>

<CAPTION>
Activity  in  the  accident  and health claims reserves, exclusive of hospital
indemnity  and AIDS reserves of $287, $205 and $186 in 1995, 1994 and 1993, is
summarized as follows:

                                                 1995     1994     1993
                                               --------  -------  -------
 <S>                                           <C>       <C>      <C>
Balance at January 1, net of reinsurance
  recoverables of $10,049, $8,117 and $7,982   $10,149    7,823    7,162 

Incurred related to:
  Current year                                  10,502   10,061   11,240 
  Prior years                                   (2,245)  (2,839)  (2,493)
                                               --------  -------  -------
Total incurred                                   8,257    7,222    8,747 
                                               --------  -------  -------

Paid related to:
  Current year                                   1,097    1,073    3,920 
  Prior years                                    6,309    3,823    4,166 
                                               --------  -------  -------
Total paid                                       7,406    4,896    8,086 
                                               --------  -------  -------

Balance at December 31, net of reinsurance
  reccoverables of $9,249, $10,049 and $8,117  $11,000   10,149    7,823 
                                               ========  =======  =======
</TABLE>


<PAGE>

(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 $50 coverage per individual life.

Reinsurance contracts do not relieve the Company from its obligations to
policyholders.   Failure of reinsurers to honor their obligations could result
in losses to the Company; consequently, allowances are established for amounts
deemed  uncollectible.    The Company evaluates the financial condition of its
reinsurers and monitors concentrations of credit risk to minimize its exposure
to significant losses from reinsurer insolvencies.

Included in reinsurance receivables at December 31, 1995 are recoverables from
Allianz  Life  for  $1,683.   A contingent liability exists to the extent that
Allianz Life or the Company's unaffiliated reinsurers are unable to meet their
contractual  obligations  under  reinsurance  contracts.  Management is of the
opinion that no liability will accrue to the Company with respect to this
contingency.

<TABLE>

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

                                                                                 Percentage
                                                Assumed      Ceded                of amount
                                    Gross     from other   to other      Net       assumed
Year ended                          amount     companies   companies   amount      to net
- --------------------------------  ----------  -----------  ---------  ---------  -----------
<S>                               <C>         <C>          <C>        <C>        <C>
December 31, 1995:

Life insurance In force           $1,826,979           0     715,945  1,111,034           - 
                                  ----------  -----------  ---------  ---------  -----------

Premiums:
   Life insurance                     10,291           0       2,642      7,649           - 
   Annuities                          10,679           0           0     10,679           - 
   Accident and health insurance      15,717       6,689      10,820     11,586        57.7%
                                  ----------  -----------  ---------  ---------  -----------

      Total premiums                  36,687       6,689      13,462     29,914        22.4%
                                  ==========  ===========  =========  =========  ===========

December 31, 1994:

Life insurance In force           $1,320,843           0     740,856    579,987           - 
                                  ----------  -----------  ---------  ---------  -----------

Premiums:
   Life insurance                     10,467          (2)      2,898      7,567           - 
   Annuities                           8,781           0           0      8,781           - 
   Accident and health insurance      15,759       8,827      13,443     11,143        79.2%
                                  ----------  -----------  ---------  ---------  -----------

      Total premiums                  35,007       8,825      16,341     27,491        32.1%
                                  ==========  ===========  =========  =========  ===========

<PAGE>

December 31, 1993:

Life insurance In force           $1,676,382           0     664,449  1,011,933           - 
                                  ----------  -----------  ---------  ---------  -----------

Premiums:
   Life insurance                      9,498           6       2,324      7,180         0.1%
   Annuities                           4,450           0           0      4,450           - 
   Accident and health insurance      14,286       9,874      10,359     13,801        71.5%
                                  ----------  -----------  ---------  ---------  -----------

      Total premiums                  28,234       9,880      12,683     25,431        38.9%
                                  ==========  ===========  =========  =========  ===========
</TABLE>

<TABLE>

<CAPTION>
Of  the  amounts assumed from and ceded to other companies, life and accident and
health insurance assumed from and ceded to Allianz Life is as follows:

                                  Assumed   Assumed  Assumed  Ceded  Ceded  Ceded
                                  --------  -------  -------  -----  -----  -----
                                    1995     1994     1993    1995   1994   1993
                                  --------  -------  -------  -----  -----  -----
<S>                               <C>       <C>      <C>      <C>    <C>    <C>
Life insurance in force           $      0        0        0  2,930  2,745  2,925
                                  --------  -------  -------  -----  -----  -----

Premiums:
   Life insurance                 $      0        0        0     55     69     35
   Accident and health insurance     2,959    2,600    4,801    921    784    463
                                  --------  -------  -------  -----  -----  -----

   Total premiums                 $  2,959    2,600    4,801    976    853    498
                                  ========  =======  =======  =====  =====  =====
</TABLE>


(7)  INCOME TAXES

INCOME TAX EXPENSE

<TABLE>

<CAPTION>
Total income tax expenses (benefits) for the years ended December 31 are as follows:

                                                                    1995     1994    1993
                                                                   -------  ------  ------
 <S>                                                               <C>      <C>     <C>
Income tax expense attributable to operations:
    Current tax expense (benefit)                                  $ (109)    154    (376)
                                                                   -------  ------  ------

    Deferred tax expense                                            1,612   1,099   1,104 
    Adjustment of deferred tax assets and
        liabilities for enacted change in tax rates                     0       0      73 
                                                                   -------  ------  ------

        Total deferred tax expense                                  1,612   1,099   1,177 
                                                                   -------  ------  ------

Total income tax expense attributable to operations                $1,503   1,253     801 

<PAGE>

Income tax effect on equity:

    Income tax allocated to stockholder's equity,
        Adoption of SFAS No. 115                                        0      44       0 
        Attributable to unrealized gains and losses for the year      292    (189)      0 
                                                                   -------  ------  ------

Total income tax effect on equity                                  $1,795   1,108     801 
                                                                   =======  ======  ======
</TABLE>

COMPONENTS OF INCOME TAX EXPENSE

<TABLE>

<CAPTION>
Income  tax expense computed at the statutory rate of 35% in 1995, 1994 and 1993,
varies  from  tax expense reported in the Statements of Income for the respective
years ended December 31 as follows:

                                                            1995     1994   1993
                                                           -------  ------  -----
 <S>                                                       <C>      <C>     <C>
Income tax expense computed at the statutory rate          $2,414   1,558    858 
Impact of statutory rate change on deferred tax liability       0       0     73 
Dividend received deduction                                  (917)   (315)  (138)
Other                                                           6      10      8 
                                                           -------  ------  -----

         Income tax expense as reported                    $1,503   1,253    801 
                                                           =======  ======  =====
</TABLE>

COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES ON THE BALANCE SHEET

<TABLE>

<CAPTION>
Tax  effects of temporary differences giving rise to the significant components of the
net deferred tax liabilities at December 31, 1995 and 1994 are as follows:

                                                                        1995     1994
                                                                       -------  ------
<S>                                                                    <C>      <C>
Deferred tax assets:
    Future policy benefit reserves                                     $ 4,808   5,960
    Unrealized losses on investments in available for sale securities        0     145
                                                                       -------  ------

        Total deferred tax assets                                        4,808   6,105
                                                                       -------  ------

Deferred tax liabilities:
    Deferred acquisition costs                                          10,481  10,326
    Unrealized gains on investments in available for sale securities       147       0
    Investments                                                            690     384
                                                                       -------  ------

        Total deferred tax liabilities                                  11,318  10,710
                                                                       -------  ------

Net deferred tax liability                                             $ 6,510   4,605
                                                                       =======  ======
</TABLE>

<PAGE>

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 accrues income taxes payable to Allianz Life under
AZOA intercompany tax allocation agreements.  The Company recorded a tax
recoverable  of  $109  as of December 31, 1995 and a tax payable of $154 as of
December 31, 1994.


8)  RELATED PARTY TRANSACTIONS

In  1994  and 1993, Allianz Life contributed additional paid-in capital to the
Company of $6,500 and $5,000, respectively.

Allianz  Life  performs  certain administrative services for the Company.  The
Company reimbursed Allianz Life $1,115, $1,994 and $885 in 1995, 1994 and
1993, respectively, for related administrative expenses incurred.  The
Company's liability to Allianz Life for incurred but unpaid service fees as of
December  31, 1995 and 1994 was $663 and $566, respectively and is included as
a separate component in the liability section of the accompanying balance
sheet.

Allianz Investment Corporation (AIC) manages the Company's investment
portfolio.  The Company paid AIC $5, $4 and $27 in 1995, 1994 and 1993,
respectively,  for  investment advisory fees.  The Company had no incurred but
unpaid fees to AIC as of December 31, 1995 and 1994.


(9)  EMPLOYEE BENEFIT PLANS

The Company participates in the Allianz Primary Retirement Plan (Primary
Retirement Plan), a defined contribution plan.  The Company makes
contributions to a money purchase pension plan on behalf of eligible
participants.  All employees 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 $16, $18 and $22 in 1995, 1994 and
1993, respectively.

The Company participates in the Allianz Asset Accumulation Plan (Allianz
Plan),  a defined contribution plan sponsored by AZOA.  Under the Allianz Plan
provisions,  the  Company  will  match from 50% to 100% of eligible employees'
contributions up to a maximum of 6% of a participant's compensation.  The
total  Company  match for 1995, 1994 and 1993 Plan participants was 100%.  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 accrued $5, $35 and $21
in 1995, 1994 and 1993, respectively, toward planned contributions.


<PAGE>

(10) STATUTORY FINANCIAL DATA AND DIVIDEND RESTRICTIONS

Statutory  accounting  is  directed  toward insurer solvency and protection of
policyholders.    Accordingly,  certain items recorded in financial statements
prepared under GAAP are excluded in determining statutory policyholders'
surplus.  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 policy benefit reserves
calculated for statutory accounting do not include provisions for withdrawals.

<TABLE>

<CAPTION>
The differences between stockholder's equity and net income reported in accordance with statutory
accounting  practices and the accompanying financial statements for the years ended December 31 are as
follows:

                                            Stockholder's   Stockholder's     Net      Net      Net
                                               equity           equity      Income   Income    Income
                                           ---------------  --------------  -------  -------  --------
                                                1995             1994        1995     1994      1993
                                           ---------------  --------------  -------  -------  --------
<S>                                        <C>              <C>             <C>      <C>      <C>
Statutory basis                            $       18,359          16,817    2,821     (796)   (3,406)
Adjustments:
 Change in reserve basis                          (17,857)        (21,139)   3,281   (2,812)  (12,023)
 Deferred acquisition costs                        38,586          37,577    1,009    8,090    18,017 
 Deferred taxes                                    (6,510)         (4,605)  (1,612)  (1,099)   (1,177)
 Nonadmitted assets                                   119              35        0        0         0 
 Statutory interest maintenance reserve                31             136     (105)    (183)      241 
 Asset Valuation Reserve                                2               0        0        0         0 
 Liability for unauthorized reinsurers              1,209              17        0        0         0 
 Unrealized gains (losses) on investments             422            (413)       0        0         0 
 Cumulative effect of accounting change                 0               0        0        0    (1,084)
                                           ---------------  --------------  -------  -------  --------
  As reported in the
    accompanying financial statements      $       34,361          28,425    5,394    3,200       568 
                                           ===============  ==============  =======  =======  ========
</TABLE>

The  Company is required to meet minimum capital and surplus requirements.  At
December 31, 1995 and 1994, the Company was in compliance with these
requirements.  In accordance with New York Statutes, the Company may not pay a
stockholder dividend without prior approval by the Superintendent of
Insurance.  The Company paid no dividends in 1995 and 1994.

REGULATORY RISK BASED CAPITAL

<TABLE>

<CAPTION>
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:

<PAGE>

                           Ratio of total adjusted capital to
                          authorized control level risk-based
Regulatory Event            Capital (less than or equal to)
- ------------------------  ------------------------------------
<S>                       <C>
Company action level         2 (or 2.5 with negative trends)
Regulatory action level                    1.5
Authorized control level                    1
Mandatory control level                    0.7
</TABLE>

The Company met the minimum risk-based capital requirements for the years
ended December 31, 1995 and 1994.

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
included state laws, regulations, and general administrative rules, as well as
a variety of publications of the NAIC.  Permitted statutory accounting
practices  encompass  all  accounting  practices that are not prescribed; such
practices differ from state to state, may differ from company to company
within a state, and may change in the future.  The NAIC currently has a
project underway to codify statutory accounting practices, the result of which
is expected to constitute the only source of "prescribed" statutory accounting
practices.    Accordingly,  that  project will likely change the definition of
what comprises prescribed versus permitted statutory accounting practices, and
may result in changes to existing accounting policies that insurance
enterprises  use to prepare their statutory financial statements.  The Company
does  not  currently use permitted statutory accounting practices which have a
significant impact on its statutory financial statements.


(11) COMMITMENTS AND CONTINGENCIES

The Company is subject to claims and lawsuits that arise in the ordinary
course  of business.  In the opinion of management, the ultimate resolution of
such litigation will not have a material adverse effect on the 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.


<PAGE>

(12)  SUPPLEMENTARY INSURANCE INFORMATION

<TABLE>

<CAPTION>
The following table summarizes certain financial information by line of business for 1995, 1994 and 1993:

                       As         of      December     31        For       the       year       ended    December      31
                    ---------  ---------  --------  --------  ---------  -------  ----------  ---------  ---------  ---------
                                                                                              Amortiz-
                                Future                         Premium            Benefits,     ation
                                policy               Other     revenue              claims       of
                    Deferred   benefits,             policy      and               losses,    deferred
                     policy     losses,              claims     other      Net       and       policy
                     acquis-    claims                and     contract   invest-   settle-     acquis-     Other    Premiums
                      ition    and loss   Unearned  benefits  consider-   ment       ment       ition    operating   written
                      costs     expense   premiums  payable    ations    income    expenses   costs (a)  expenses      (b)
                    ---------  ---------  --------  --------  ---------  -------  ----------  ---------  ---------  ---------
<S>                 <C>        <C>        <C>       <C>       <C>        <C>      <C>         <C>        <C>        <C>
1995:
Life insurance      $     263        594       844     5,615      7,649      104      5,428         (6)      2,374
Annuities              38,120          6         0        16     10,679        0       (100)    (1,008)      6,180
Accident and
  health insurance        203          0     1,486    20,536     11,586      501      8,401          5       2,335
                    ---------  ---------  --------  --------  ---------  -------  ----------  ---------  ---------           

                    $  38,586        600     2,330    26,167     29,914      605     13,729     (1,009)     10,889
                    =========  =========  ========  ========  =========  =======  ==========  =========  =========           

1994:
Life insurance      $     257        511       834     6,909      7,567       80      6,702        (47)      2,275
Annuities              37,112        271         0         0      8,781        0        357     (8,121)     12,200
Accident and
  health insurance        208          0     1,451    20,403     11,143      291      7,331         78       2,521
                    ---------  ---------  --------  --------  ---------  -------  ----------  ---------  ---------           

                    $  37,577        782     2,285    27,312     27,491      371     14,390     (8,090)     16,996
                    =========  =========  ========  ========  =========  =======  ==========  =========  =========           

1993:
Life insurance      $     210        544       906     5,806      7,180       86      6,358       (146)      2,221
Annuities              28,990          0         0        84      4,450        0        (56)   (18,044)     21,290
Accident and
  health insurance        287          0     1,183    16,126     13,801      286      8,836        173       3,367
                    ---------  ---------  --------  --------  ---------  -------  ----------  ---------  ---------           

                    $  29,487        544     2,089    22,016     25,431      372     15,138    (18,017)     26,878
                    =========  =========  ========  ========  =========  =======  ==========  =========  =========           
</TABLE>

(a)  Represents the net change in deferred policy acquisition cost reported
     in the income statement.

(b)  Premiums written are not applicable for life insurance companies.
<PAGE>



<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.     Balance Sheets as of December 31, 1995 and 1994.
     3.     Statements of Income for the years ended December 31, 1995, 1994
            and 1993.
     4.     Statements of Stockholder's Equity for the years ended December 31,
            1995, 1994 and 1993.
     5.     Statements of Cash Flow for the years ended December 31, 1995, 1994
            and 1993.
     6.     Notes to Financial Statements - December 31 1995, 1994 and 1993.
    

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

   
     1.     Statements of Assets and Liabilities as of June 30, 1996
            (unaudited).
     2.     Statements of Operations for the period ended June 30, 1996
            (unaudited).
     3.     Statements of Changes in Net Assets for the period ended June 30,
            1996 (unaudited) and the year ended December 31, 1995.
     4.     Notes to Financial Statements - June 30, 1996 (unaudited).
     5.     Independent Auditors' Report.
     6.     Statements of Assets and Liabilities as of December 31, 1995.
     7.     Statements of Operations for the years ended December 31, 1995.
     8.     Statements of Changes in Net Assets for the years ended December
            31, 1995 and 1994.
     9.     Notes to Financial Statements - December 31, 1995.
    


b.   Exhibits

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

   *  Incorporated  by reference to  Registrant's  Form N-4 filed on January 19,
      1989.
****  Incorporated by reference to Post-Effective Amendment No. 6 to
      Registrant's Form N-4 as filed on April 30, 1993.
    # Incorporated by reference to Post-Effective Amendment No. 9 to
      Registrant's Form N-4 as filed electronically on October 27, 1995.
   ## Incorporated by reference to Post-Effective Amendment No. 10 to
      Registrants Form N-4 as filed electronically on April 18, 1996.
    
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              Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Howard E. Barnhill              Director
475 Highcroft Road
Wayzata, MN  55391


Ronald L. Wobbeking             Chairman, Chief Executive Officer and Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Thomas G. Brown                 Director
One Liberty Plaza,
45th Floor
New York, NY 10006

Thomas Duncanson                Director
12778 Mariner Court
Palm City, FL 34990

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

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

Shannon Hendricks               Treasurer
1750 Hennepin Avenue
Minneapolis, MN 55403

Dennis Marion                   Director
500 Valley Road
Wayne, NJ 07470

       

Timothy J. Tongson              Appointed Actuary
1750 Hennepin Avenue
Minneapolis, MN 55403

Robert S. James                 Director
1750 Hennepin Avenue
Minneapolis, MN  55403

Eugene T. Wilkinson             Director
14 Commerce Drive
Cranford, NJ 07016

Richard M. Murray               Director
60 Remsen Street, Apt. 10C
Brooklyn Heights, NY 11201

Eugene Long                     Vice President of Operations
152 W. 57th Street              and Director
18th Floor
New York, NY 10019

Thomas J. Lynch                 President, Chief
1750 Hennepin Avenue            Marketing Officer
Minneapolis, MN 55403           and Director

Carol B. Shaw                   Second Vice President
152 W. 57th Street, 18th Floor
New York, NY 10019

   
Reinhard W. Obermueller         Director
560 Lexington Ave
New York, NY    10022
    

</TABLE>

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

The  Company organizational chart is incorporated by reference to Registrant's
Post-Effective Amendment No. 6 to Form N-4.

Item 27.     Number of Contract Owners
   
As  of September 12, 1996, there were 6,329 qualified Contract Owners and
10,618 non-qualified Contract Owners.
    

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 New
York, 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, Inc. is the principal underwriter for the
Contracts.  It also is the principal underwriter for:

        Allianz Life Variable Account A
        Allianz Life Variable Account B

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

<TABLE>

<CAPTION>


Name & Principal        Positions and Offices
Business Address        with Underwriter
- ----------------        ---------------------
<S>                     <C>
Alan A. Grove           Director
1750 Hennepin Avenue
Minneapolis, MN 55403

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

       

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

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

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

Edward J. Bonach        Director
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.  Preferred Life Insurace Company of New York ("Company") hereby
represents that the fees and charges deducted under the Contract described in
the Prospectus, in the aggregate, are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.


                               REPRESENTATIONS

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

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

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

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

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

                                  SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, as amended,  the Registrant  certifies that it meets the  requirements  of
Securities Act Rule 485(b) for effectiveness of this registration  statement and
has caused this registration statement to be signed on its behalf in the City of
Minneapolis and State of Minnesota, on this 5th day of November, 1996.

<TABLE>

<CAPTION>

<S>  <C>
     PREFERRED LIFE VARIABLE
     ACCOUNT C
                 (Registrant)

By:  PREFERRED LIFE INSURANCE
     COMPANY OF NEW YORK
                  (Depositor)

   
By: /s/ ALAN A. GROVE
     ------------------------
            


     PREFERRED LIFE INSURANCE
     COMPANY OF NEW YORK

   
By: /s/ ALAN A. GROVE
     ------------------------
             

</TABLE>


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

Signature and Title

<TABLE>

<CAPTION>
   
<S>                   <C>                          <C>
Lowell C. Anderson*   Director
Lowell C. Anderson                                    11-5-96

Howard E. Barnhill*   Director
Howard E. Barnhill                                    11-5-96

Ronald L. Wobbeking*  Chairman, Chief Executive
Ronald L. Wobbeking   Officer and Director            11-5-96

Shannon Hendricks*    Treasurer
Shannon Hendricks                                     11-5-96

Alan A. Grove*        Secretary and Director
Alan A. Grove                                         11-5-96

Thomas G. Brown*      Director
Thomas G. Brown                                       11-5-96

Thomas Duncanson*     Director
Thomas Duncanson                                      11-5-96

Edward J. Bonach*     Director
Edward J. Bonach                                      11-5-96

Robert S. James*      Director
Robert S. James                                       11-5-96

Thomas J. Lynch*      Director
Thomas J. Lynch                                       11-5-96

Dennis Marion*        Director
Dennis Marion                                         11-5-96

Richard M. Murray*    Director
Richard M. Murray                                     11-5-96

Eugene T. Wilkinson*  Director
Eugene T. Wilkinson                                   11-5-96

Eugene Long*          Director
Eugene Long                                           11-5-96

Reinhard W. Obermueller* Director
Reinhard W. Obermueller                               11-5-96

</TABLE>

                                 * By /S/ ALAN A. GROVE
                                      -----------------

                                      Attorney-in-Fact    

   
                           LIMITED POWER OF ATTORNEY


KNOWN ALL MEN BY THESE PRESENTS, that I, Reinhard W. Obermueller, a
Director of Preferred Life Insurance Company of New York (Preferred Life),
a corporation duly organized  under  the laws of the State of New York, 
do hereby appoint Lowell C. Anderson  and  Alan  A. Grove, each individually,
as my attorney and agent, for me, and in my name as a Director of Preferred 
Life on behalf of Preferred Life or otherwise, with  full power to execute, 
deliver and file with the Securities and Exchange Commission  all  documents
required  for registration of a security under the Securities Act of 1933, 
as amended, and the Investment Company Act of 1940, as amended, and to do 
and perform each and every act that said attorney may deem necessary or 
advisable to comply with the intent of the aforesaid Acts.


     WITNESS my hand and seal this 23rd day of September, 1996.


WITNESS:

/s/ A. Francisco                   /s/ R. Obermueller
_________________                  ___________________

A. Francisco                       Reinhard W. Obermueller

    


                                   EXHIBITS

                                      TO

                        POST-EFFECTIVE AMENDMENT NO.   11    

                                      TO

                                   FORM N-4

                      PREFERRED LIFE VARIABLE ACCOUNT C

                 PREFERRED LIFE INSURANCE COMPANY OF NEW YORK


                              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

EX-27      Financial Data Schedule
    

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

October 23, 1996

Board of Directors
Preferred Life Insurance Company of New York
152 W 57th Street, 18th Floor
New York, NY 10019

Re:     Opinion and Consent of Counsel
        Preferred Life Variable Account C

Dear Sir or Madam:

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

We are of the following opinions:

1.  Preferred Life  Insurance  Company of New York is a valid and existing stock
    life insurance company of the state of New York.

2.  Preferred  Life  Variable  Account C is a  separate  investment  account  of
    Preferred  Life Insurance  Company of New York created and validly  existing
    pursuant to the New York Insurance Laws and the Regulations thereunder.

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

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

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

Sincerely,

BLAZZARD, GRODD, & HASENAUER, P.C.

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



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



                        Independent Auditors' Consent

The Board of Directors of Preferred Life Insurance Company of New York
and the Contract Owners of Preferred Life Variable Account C:

We consent to the use of our report,  dated  January 22, 1996,  on the financial
statements of Preferred Life Variable Account C and our report dated February 6,
1996, on the financial  statements of Preferred  Life  Insurance  Company of New
York  included  herein  and to the  reference  to our  Firm  under  the  heading
"EXPERTS".

                              KPMG Peat Marwick LLP




Minneapolis, Minnesota
November 4, 1996

<TABLE>
<CAPTION>
                                                         FRANKLIN VALUEMARK II
                                                    Preferred Life Variable Account C
                                        Cumulative and Average Annual Total Return Calculations

                                                 Original Purchase as of June 30, 1995
                                                  Valuation Date as of June 30, 1996

                                         Dollar                       Units This    Accum.      Accum.
   Date            Transaction           Amount        Unit Value       Trans.      Units        Value
   ----            -----------           ------        ----------       ------      -----        -----
<S>         <C>                          <C>             <C>              <C>        <C>         <C>
                                Growth and Income
6-30-95    Purchase                      $1,000.00      $15.11222373      66.172     66.172    $1,000.00
6-30-96    Contract Fee                     (1.00)       18.14157976     (0.055)     66.116     1,199.46
6-30-96    Value before Surr Chg                         18.14157976       0.000     66.116     1,199.46
6-30-96    Surrender Charge                (42.50)       18.14157976     (2.343)     63.774     1,156.96
Cumulative and Average Annual Total Returns
           without/with charges                               20.05% A                            15.70% B

                                   High Income
6-30-95    Purchase                      $1,000.00      $16.44426282      60.811     60.811    $1,000.00
6-30-96    Contract Fee                     (1.00)       17.77714583     (0.056)     60.755     1,080.05
6-30-96    Value before Surr Chg                         17.77714583       0.000     60.755     1,080.05
6-30-96    Surrender Charge                (42.50)       17.77714583     (2.391)     58.365     1,037.55
Cumulative and Average Annual Total Returns
           without/with charges                                8.11% A                             3.76% B

                                Income Securities
6-30-95    Purchase                      $1,000.00      $18.24244923      54.817     54.817    $1,000.00
6-30-96    Contract Fee                     (1.00)       20.44085417     (0.049)     54.768     1,119.51
6-30-96    Value before Surr Chg                         20.44085417       0.000     54.768     1,119.51
6-30-96    Surrender Charge                (42.50)       20.44085417     (2.079)     52.689     1,077.01
Cumulative and Average Annual Total Returns
           without/with charges                               12.05% A                             7.70% B

                                  Money Market
6-30-95    Purchase                      $1,000.00      $12.62219925      79.225     79.225    $1,000.00
6-30-96    Contract Fee                     (1.00)       13.11596925     (0.076)     79.149     1,038.12
6-30-96    Value before Surr Chg                         13.11596925       0.000     79.149     1,038.12
6-30-96    Surrender Charge                (42.50)       13.11596925     (3.240)     75.909       995.62
Cumulative and Average Annual Total Returns
           without/with charges                                3.91% A                            -0.44% B

                                 Precious Metals
6-30-95    Purchase                      $1,000.00      $14.01578927      71.348     71.348    $1,000.00
6-30-96    Contract Fee                     (1.00)       15.21339202     (0.066)     71.282     1,084.45
6-30-96    Value before Surr Chg                         15.21339202       0.000     71.282     1,084.45
6-30-96    Surrender Charge                (42.50)       15.21339202     (2.794)     68.489     1,041.95
Cumulative and Average Annual Total Returns
           without/with charges                                8.54% A                             4.19% B

                             Real Estate Securities
6-30-95    Purchase                      $1,000.00      $16.13892210      61.962     61.962    $1,000.00
6-30-96    Contract Fee                     (1.00)       19.23483158     (0.052)     61.910     1,190.83
6-30-96    Value before Surr Chg                         19.23483158       0.000     61.910     1,190.83
6-30-96    Surrender Charge                (42.50)       19.23483158     (2.210)     59.700     1,148.33
Cumulative and Average Annual Total Returns
           without/with charges                               19.18% A                            14.83% B

                                Rising Dividends
6-30-95    Purchase                      $1,000.00      $11.03504909      90.620     90.620    $1,000.00
6-30-96    Contract Fee                     (1.00)       13.31084899     (0.075)     90.545     1,205.23
6-30-96    Value before Surr Chg                         13.31084899       0.000     90.545     1,205.23
6-30-96    Surrender Charge                (42.50)       13.31084899     (3.193)     87.352     1,162.73
Cumulative and Average Annual Total Returns
           without/with charges                               20.62% A                            16.27% B

                       Templeton Developing Markets Equity
6-30-95    Purchase                      $1,000.00       $9.67842440     103.323    103.323    $1,000.00
6-30-96    Contract Fee                     (1.00)       11.03044915     (0.091)    103.232     1,138.69
6-30-96    Value before Surr Chg                         11.03044915       0.000    103.232     1,138.69
6-30-96    Surrender Charge                (42.50)       11.03044915     (3.853)     99.379     1,096.19
Cumulative and Average Annual Total Returns
           without/with charges                               13.97% A                             9.62% B

                             Templeton Global Growth
6-30-95    Purchase                      $1,000.00      $10.85475264      92.126     92.126    $1,000.00
6-30-96    Contract Fee                     (1.00)       12.47898971     (0.080)     92.045     1,148.63
6-30-96    Value before Surr Chg                         12.47898971       0.000     92.045     1,148.63
6-30-96    Surrender Charge                (42.50)       12.47898971     (3.406)     88.640     1,106.13
Cumulative and Average Annual Total Returns
           without/with charges                               14.96% A                            10.61% B

                       Templeton Global Income Securities
6-30-95    Purchase                      $1,000.00      $14.72539209      67.910     67.910    $1,000.00
6-30-96    Contract Fee                     (1.00)       15.61016701     (0.064)     67.846     1,059.08
6-30-96    Value before Surr Chg                         15.61016701       0.000     67.846     1,059.08
6-30-96    Surrender Charge                (42.50)       15.61016701     (2.723)     65.123     1,016.58
Cumulative and Average Annual Total Returns
           without/with charges                                6.01% A                             1.66% B

                         Templeton International Equity
6-30-95    Purchase                      $1,000.00      $13.00465580      76.896     76.896    $1,000.00
6-30-96    Contract Fee                     (1.00)       14.79181647     (0.068)     76.828     1,136.42
6-30-96    Value before Surr Chg                         14.79181647       0.000     76.828     1,136.42
6-30-96    Surrender Charge                (42.50)       14.79181647     (2.873)     73.955     1,093.92
Cumulative and Average Annual Total Returns
           without/with charges                               13.74% A                             9.39% B

                            Templeton Pacific Growth
6-30-95    Purchase                      $1,000.00      $13.01539431      76.832     76.832    $1,000.00
6-30-96    Contract Fee                     (1.00)       15.18114534     (0.066)     76.766     1,165.40
6-30-96    Value before Surr Chg                         15.18114534       0.000     76.766     1,165.40
6-30-96    Surrender Charge                (42.50)       15.18114534     (2.800)     73.967     1,122.90
Cumulative and Average Annual Total Returns
           without/with charges                               16.64% A                            12.29% B

                           U.S. Government Securities
6-30-95    Purchase                      $1,000.00      $15.45060725      64.722     64.722    $1,000.00
6-30-96    Contract Fee                     (1.00)       15.94773587     (0.063)     64.660     1,031.18
6-30-96    Value before Surr Chg                         15.94773587       0.000     64.660     1,031.18
6-30-96    Surrender Charge                (42.50)       15.94773587     (2.665)     61.995       988.68
Cumulative and Average Annual Total Returns
           without/with charges                                3.22% A                            -1.13% B

                                 Utility Equity
6-30-95    Purchase                      $1,000.00      $16.90593418      59.151     59.151    $1,000.00
6-30-96    Contract Fee                     (1.00)       20.28737569     (0.049)     59.102     1,199.02
6-30-96    Value before Surr Chg                         20.28737569       0.000     59.102     1,199.02
6-30-96    Surrender Charge                (42.50)       20.28737569     (2.095)     57.007     1,156.52
Cumulative and Average Annual Total Returns
           without/with charges                               20.00% A                            15.65% B

                               Zero Coupon - 2000
6-30-95    Purchase                      $1,000.00      $17.36776508      57.578     57.578    $1,000.00
6-30-96    Contract Fee                     (1.00)       17.78631427     (0.056)     57.522     1,023.10
6-30-96    Value before Surr Chg                         17.78631427       0.000     57.522     1,023.10
6-30-96    Surrender Charge                (42.50)       17.78631427     (2.389)     55.132       980.60
Cumulative and Average Annual Total Returns
           without/with charges                                2.41% A                            -1.94% B

                               Zero Coupon - 2005
6-30-95    Purchase                      $1,000.00      $19.06076227      52.464     52.464    $1,000.00
6-30-96    Contract Fee                     (1.00)       19.38709243     (0.052)     52.412     1,016.12
6-30-96    Value before Surr Chg                         19.38709243       0.000     52.412     1,016.12
6-30-96    Surrender Charge                (42.50)       19.38709243     (2.192)     50.220       973.62
Cumulative and Average Annual Total Returns
           without/with charges                                1.71% A                            -2.64% B

                               Zero Coupon - 2010
6-30-95    Purchase                      $1,000.00      $19.59589189      51.031     51.031    $1,000.00
6-30-96    Contract Fee                     (1.00)       19.90678287     (0.050)     50.981     1,014.87
6-30-96    Value before Surr Chg                         19.90678287       0.000     50.981     1,014.87
6-30-96    Surrender Charge                (42.50)       19.90678287     (2.135)     48.846       972.37
Cumulative and Average Annual Total Returns
           without/with charges                                1.59% A                            -2.76% B
<FN>
A = (Unit Value as of June 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
B = (Accumulated Value as of June 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                 Original Purchase as of June 30, 1993
                                                  Valuation Date as of June 30, 1996


                                         Dollar                       Units This    Accum.      Accum.
   Date            Transaction           Amount        Unit Value       Trans.      Units        Value
   ----            -----------           ------        ----------       ------      -----        -----
<S>         <C>                          <C>             <C>              <C>        <C>         <C>
                                Growth and Income
6-30-93    Purchase                      $1,000.00      $12.87788053      77.653     77.653    $1,000.00
6-30-94    Contract Fee                     (1.00)       13.00069386     (0.077)     77.576     1,008.54
6-30-95    Contract Fee                     (1.00)       15.11222373     (0.066)     77.509     1,171.34
6-30-96    Contract Fee                     (1.00)       18.14157976     (0.055)     77.454     1,405.14
6-30-96    Value before Surr Chg                         18.14157976       0.000     77.454     1,405.14
6-30-96    Surrender Charge                (22.00)       18.14157976     (1.213)     76.242     1,383.14
Cumulative Total Returns without/with chgs.                   40.87% A                            38.31% C
Avg. Annual Total Returns without/with chgs.                  12.10% B                            11.42% D

                                   High Income
6-30-93    Purchase                      $1,000.00      $14.33253103      69.771     69.771    $1,000.00
6-30-94    Contract Fee                     (1.00)       14.49362689     (0.069)     69.702     1,010.24
6-30-95    Contract Fee                     (1.00)       16.44426282     (0.061)     69.642     1,145.20
6-30-96    Contract Fee                     (1.00)       17.77714583     (0.056)     69.585     1,237.03
6-30-96    Value before Surr Chg                         17.77714583       0.000     69.585     1,237.03
6-30-96    Surrender Charge                (22.00)       17.77714583     (1.238)     68.348     1,215.03
Cumulative Total Returns without/with chgs.                   24.03% A                            21.50% C
Avg. Annual Total Returns without/with chgs.                   7.44% B                             6.71% D

                                Income Securities
6-30-93    Purchase                      $1,000.00      $16.65047647      60.058     60.058    $1,000.00
6-30-94    Contract Fee                     (1.00)       16.57666096     (0.060)     59.998       994.57
6-30-95    Contract Fee                     (1.00)       18.24244923     (0.055)     59.943     1,093.51
6-30-96    Contract Fee                     (1.00)       20.44085417     (0.049)     59.894     1,224.29
6-30-96    Value before Surr Chg                         20.44085417       0.000     59.894     1,224.29
6-30-96    Surrender Charge                (22.00)       20.44085417     (1.076)     58.818     1,202.29
Cumulative Total Returns without/with chgs.                   22.76% A                            20.23% C
Avg. Annual Total Returns without/with chgs.                   7.08% B                             6.33% D

                                  Money Market
6-30-93    Purchase                      $1,000.00      $11.99714210      83.353     83.353    $1,000.00
6-30-94    Contract Fee                     (1.00)       12.16194540     (0.082)     83.271     1,012.74
6-30-95    Contract Fee                     (1.00)       12.62219925     (0.079)     83.192     1,050.06
6-30-96    Contract Fee                     (1.00)       13.11596925     (0.076)     83.115     1,090.14
6-30-96    Value before Surr Chg                         13.11596925       0.000     83.115     1,090.14
6-30-96    Surrender Charge                (22.00)       13.11596925     (1.677)     81.438     1,068.14
Cumulative Total Returns without/with chgs.                    9.33% A                             6.81% C
Avg. Annual Total Returns without/with chgs.                   3.02% B                             2.22% D

                                 Precious Metals
6-30-93    Purchase                      $1,000.00      $12.93411643      77.315     77.315    $1,000.00
6-30-94    Contract Fee                     (1.00)       13.50777802     (0.074)     77.241     1,043.35
6-30-95    Contract Fee                     (1.00)       14.01578927     (0.071)     77.170     1,081.59
6-30-96    Contract Fee                     (1.00)       15.21339202     (0.066)     77.104     1,173.01
6-30-96    Value before Surr Chg                         15.21339202       0.000     77.104     1,173.01
6-30-96    Surrender Charge                (22.00)       15.21339202     (1.446)     75.658     1,151.01
Cumulative Total Returns without/with chgs.                   17.62% A                            15.10% C
Avg. Annual Total Returns without/with chgs.                   5.56% B                             4.80% D

                             Real Estate Securities
6-30-93    Purchase                      $1,000.00      $14.71629470      67.952     67.952    $1,000.00
6-30-94    Contract Fee                     (1.00)       15.76546234     (0.063)     67.888     1,070.29
6-30-95    Contract Fee                     (1.00)       16.13892210     (0.062)     67.826     1,094.65
6-30-96    Contract Fee                     (1.00)       19.23483158     (0.052)     67.775     1,303.63
6-30-96    Value before Surr Chg                         19.23483158       0.000     67.775     1,303.63
6-30-96    Surrender Charge                (22.00)       19.23483158     (1.144)     66.631     1,281.63
Cumulative Total Returns without/with chgs.                   30.70% A                            28.16% C
Avg. Annual Total Returns without/with chgs.                   9.34% B                             8.62% D

                                Rising Dividends
6-30-93    Purchase                      $1,000.00      $10.22323737      97.816     97.816    $1,000.00
6-30-94    Contract Fee                     (1.00)        9.72901110     (0.103)     97.714       950.66
6-30-95    Contract Fee                     (1.00)       11.03504909     (0.091)     97.623     1,077.27
6-30-96    Contract Fee                     (1.00)       13.31084899     (0.075)     97.548     1,298.44
6-30-96    Value before Surr Chg                         13.31084899       0.000     97.548     1,298.44
6-30-96    Surrender Charge                (22.00)       13.31084899     (1.653)     95.895     1,276.44
Cumulative Total Returns without/with chgs.                   30.20% A                            27.64% C
Avg. Annual Total Returns without/with chgs.                   9.20% B                             8.48% D

                       Templeton Global Income Securities
6-30-93    Purchase                      $1,000.00      $13.91118009      71.885     71.885    $1,000.00
6-30-94    Contract Fee                     (1.00)       13.52815719     (0.074)     71.811       971.47
6-30-95    Contract Fee                     (1.00)       14.72539209     (0.068)     71.743     1,056.44
6-30-96    Contract Fee                     (1.00)       15.61016701     (0.064)     71.679     1,118.92
6-30-96    Value before Surr Chg                         15.61016701       0.000     71.679     1,118.92
6-30-96    Surrender Charge                (22.00)       15.61016701     (1.409)     70.269     1,096.92
Cumulative Total Returns without/with chgs.                   12.21% A                             9.69% C
Avg. Annual Total Returns without/with chgs.                   3.92% B                             3.13% D

                         Templeton International Equity
6-30-93    Purchase                      $1,000.00      $10.02709125      99.730     99.730    $1,000.00
6-30-94    Contract Fee                     (1.00)       12.19803663     (0.082)     99.648     1,215.51
6-30-95    Contract Fee                     (1.00)       13.00465580     (0.077)     99.571     1,294.89
6-30-96    Contract Fee                     (1.00)       14.79181647     (0.068)     99.503     1,471.84
6-30-96    Value before Surr Chg                         14.79181647       0.000     99.503     1,471.84
6-30-96    Surrender Charge                (22.00)       14.79181647     (1.487)     98.016     1,449.84
Cumulative Total Returns without/with chgs.                   47.52% A                            44.98% C
Avg. Annual Total Returns without/with chgs.                  13.84% B                            13.18% D

                            Templeton Pacific Growth
6-30-93    Purchase                      $1,000.00      $10.89039681      91.824     91.824    $1,000.00
6-30-94    Contract Fee                     (1.00)       13.26191976     (0.075)     91.749     1,216.76
6-30-95    Contract Fee                     (1.00)       13.01539431     (0.077)     91.672     1,193.14
6-30-96    Contract Fee                     (1.00)       15.18114534     (0.066)     91.606     1,390.68
6-30-96    Value before Surr Chg                         15.18114534       0.000     91.606     1,390.68
6-30-96    Surrender Charge                (22.00)       15.18114534     (1.449)     90.157     1,368.68
Cumulative Total Returns without/with chgs.                   39.40% A                            36.87% C
Avg. Annual Total Returns without/with chgs.                  11.71% B                            11.03% D

                           U.S. Government Securities
6-30-93    Purchase                      $1,000.00      $14.47271709      69.096     69.096    $1,000.00
6-30-94    Contract Fee                     (1.00)       13.77718973     (0.073)     69.023       950.94
6-30-95    Contract Fee                     (1.00)       15.45060725     (0.065)     68.958     1,065.45
6-30-96    Contract Fee                     (1.00)       15.94773587     (0.063)     68.896     1,098.73
6-30-96    Value before Surr Chg                         15.94773587       0.000     68.896     1,098.73
6-30-96    Surrender Charge                (22.00)       15.94773587     (1.380)     67.516     1,076.73
Cumulative Total Returns without/with chgs.                   10.19% A                             7.67% C
Avg. Annual Total Returns without/with chgs.                   3.29% B                             2.49% D

                                 Utility Equity
6-30-93    Purchase                      $1,000.00      $17.40075723      57.469     57.469    $1,000.00
6-30-94    Contract Fee                     (1.00)       14.39814174     (0.069)     57.399       826.44
6-30-95    Contract Fee                     (1.00)       16.90593418     (0.059)     57.340       969.39
6-30-96    Contract Fee                     (1.00)       20.28737569     (0.049)     57.291     1,162.28
6-30-96    Value before Surr Chg                         20.28737569       0.000     57.291     1,162.28
6-30-96    Surrender Charge                (22.00)       20.28737569     (1.084)     56.206     1,140.28
Cumulative Total Returns without/with chgs.                   16.59% A                            14.03% C
Avg. Annual Total Returns without/with chgs.                   5.25% B                             4.47% D

                               Zero Coupon - 2000
6-30-93    Purchase                      $1,000.00      $16.31243966      61.303     61.303    $1,000.00
6-30-94    Contract Fee                     (1.00)       15.53833043     (0.064)     61.239       951.54
6-30-95    Contract Fee                     (1.00)       17.36776508     (0.058)     61.181     1,062.58
6-30-96    Contract Fee                     (1.00)       17.78631427     (0.056)     61.125     1,087.18
6-30-96    Value before Surr Chg                         17.78631427       0.000     61.125     1,087.18
6-30-96    Surrender Charge                (22.00)       17.78631427     (1.237)     59.888     1,065.18
Cumulative Total Returns without/with chgs.                    9.04% A                             6.52% C
Avg. Annual Total Returns without/with chgs.                   2.93% B                             2.13% D

                               Zero Coupon - 2005
6-30-93    Purchase                      $1,000.00      $17.44299964      57.330     57.330    $1,000.00
6-30-94    Contract Fee                     (1.00)       16.06803251     (0.062)     57.267       920.17
6-30-95    Contract Fee                     (1.00)       19.06076227     (0.052)     57.215     1,090.56
6-30-96    Contract Fee                     (1.00)       19.38709243     (0.052)     57.163     1,108.23
6-30-96    Value before Surr Chg                         19.38709243       0.000     57.163     1,108.23
6-30-96    Surrender Charge                (22.00)       19.38709243     (1.135)     56.029     1,086.23
Cumulative Total Returns without/with chgs.                   11.15% A                             8.62% C
Avg. Annual Total Returns without/with chgs.                   3.59% B                             2.80% D

                               Zero Coupon - 2010
6-30-93    Purchase                      $1,000.00      $17.00274895      58.814     58.814    $1,000.00
6-30-94    Contract Fee                     (1.00)       15.65991587     (0.064)     58.750       920.02
6-30-95    Contract Fee                     (1.00)       19.59589189     (0.051)     58.699     1,150.26
6-30-96    Contract Fee                     (1.00)       19.90678287     (0.050)     58.649     1,167.51
6-30-96    Value before Surr Chg                         19.90678287       0.000     58.649     1,167.51
6-30-96    Surrender Charge                (22.00)       19.90678287     (1.105)     57.544     1,145.51
Cumulative Total Returns without/with chgs.                   17.08% A                            14.55% C
Avg. Annual Total Returns without/with chgs.                   5.40% B                             4.63% D
<FN>
A = (Unit Value as of June 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
B = [(A+1)^(1/3 Years)]-1
C = (Accumulated Value as of June 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/3 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                        
                                             Original Purchase as of Sub-Account Inception
                                                     Valuation as of June 30, 1996

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

                                 Capital Growth
6-10-96    Purchase                      $1,000.00      $10.21431608       97.902     97.902    $1,000.00
6-30-96    Contract Fee                     (1.00)       10.15737732      (0.098)     97.803       993.43
6-30-96    Value before Surr Chg                         10.15737732        0.000     97.803       993.43
6-30-96    Surrender Charge                (42.50)       10.15737732      (4.184)     93.619       950.93
Cumulative Total Returns without/with chgs.                   -0.56% A                             -4.91% C
Avg. Annual Total Returns without/with chgs.                      NA B                                 NA D

                                Growth and Income
9-6-91     Purchase                      $1,000.00      $11.06100045       90.408     90.408    $1,000.00
9-6-92     Contract Fee                     (1.00)       11.67095075      (0.086)     90.322     1,054.14
9-6-93     Contract Fee                     (1.00)       12.96167539      (0.077)     90.245     1,169.73
9-6-94     Contract Fee                     (1.00)       13.64877251      (0.073)     90.172     1,230.73
9-6-95     Contract Fee                     (1.00)       15.69159535      (0.064)     90.108     1,413.94
6-30-96    Value before Surrender                        18.14157976        0.000     90.108     1,634.70
6-30-96    Contract Fee                     (1.00)       18.14157976      (0.055)     90.053     1,633.70
6-30-96    Surrender Charge                 (3.75)       18.14157976      (0.207)     89.846     1,629.95
Cumulative Total Returns without/with chgs.                   64.01% A                             62.99% C
Avg. Annual Total Returns without/with chgs.                  10.81% B                             10.67% D

                                   High Income
9-6-91     Purchase                      $1,000.00      $11.04294172       90.556     90.556    $1,000.00
9-6-92     Contract Fee                     (1.00)       13.03015578      (0.077)     90.479     1,178.95
9-6-93     Contract Fee                     (1.00)       14.45695501      (0.069)     90.410     1,307.05
9-6-94     Contract Fee                     (1.00)       14.57603729      (0.069)     90.341     1,316.81
9-6-95     Contract Fee                     (1.00)       16.73123123      (0.060)     90.281     1,510.52
6-30-96    Value before Surrender                        17.77714583        0.000     90.281     1,604.94
6-30-96    Contract Fee                     (1.00)       17.77714583      (0.056)     90.225     1,603.94
6-30-96    Surrender Charge                 (3.75)       17.77714583      (0.211)     90.014     1,600.19
Cumulative Total Returns without/with chgs.                   60.98% A                             60.02% C
Avg. Annual Total Returns without/with chgs.                  10.38% B                             10.25% D

                                Income Securities
9-6-91     Purchase                      $1,000.00      $12.81115768       78.057     78.057    $1,000.00
9-6-92     Contract Fee                     (1.00)       15.19550130      (0.066)     77.991     1,185.11
9-6-93     Contract Fee                     (1.00)       17.19270947      (0.058)     77.933     1,339.88
9-6-94     Contract Fee                     (1.00)       16.92439680      (0.059)     77.874     1,317.97
9-6-95     Contract Fee                     (1.00)       18.68961882      (0.054)     77.820     1,454.43
6-30-96    Value before Surrender                        20.44085417        0.000     77.820     1,590.72
6-30-96    Contract Fee                     (1.00)       20.44085417      (0.049)     77.771     1,589.72
6-30-96    Surrender Charge                 (3.75)       20.44085417      (0.183)     77.588     1,585.97
Cumulative Total Returns without/with chgs.                   59.56% A                             58.60% C
Avg. Annual Total Returns without/with chgs.                  10.18% B                             10.04% D

                                  Money Market
9-6-91     Purchase                      $1,000.00      $11.62328752       86.034     86.034    $1,000.00
9-6-92     Contract Fee                     (1.00)       11.88833117      (0.084)     85.950     1,021.80
9-6-93     Contract Fee                     (1.00)       12.02183352      (0.083)     85.867     1,032.28
9-6-94     Contract Fee                     (1.00)       12.22313720      (0.082)     85.785     1,048.56
9-6-95     Contract Fee                     (1.00)       12.72016095      (0.079)     85.706     1,090.20
6-30-96    Value before Surrender                        13.11596925        0.000     85.706     1,124.12
6-30-96    Contract Fee                     (1.00)       13.11596925      (0.076)     85.630     1,123.12
6-30-96    Surrender Charge                 (3.75)       13.11596925      (0.286)     85.344     1,119.37
Cumulative Total Returns without/with chgs.                   12.84% A                             11.94% C
Avg. Annual Total Returns without/with chgs.                   2.54% B                              2.37% D

                                 Precious Metals
9-6-91     Purchase                      $1,000.00      $10.43283659       95.851     95.851    $1,000.00
9-6-92     Contract Fee                     (1.00)       10.49718733      (0.095)     95.756     1,005.17
9-6-93     Contract Fee                     (1.00)       11.58381496      (0.086)     95.670     1,108.22
9-6-94     Contract Fee                     (1.00)       14.72817303      (0.068)     95.602     1,408.04
9-6-95     Contract Fee                     (1.00)       14.43217167      (0.069)     95.532     1,378.74
6-30-96    Value before Surrender                        15.21339202        0.000     95.532     1,453.37
6-30-96    Contract Fee                     (1.00)       15.21339202      (0.066)     95.467     1,452.37
6-30-96    Surrender Charge                 (3.75)       15.21339202      (0.246)     95.220     1,448.62
Cumulative Total Returns without/with chgs.                   45.82% A                             44.86% C
Avg. Annual Total Returns without/with chgs.                   8.14% B                              7.99% D

                             Real Estate Securities
9-6-91     Purchase                      $1,000.00      $10.78746364       92.700     92.700    $1,000.00
9-6-92     Contract Fee                     (1.00)       12.09364029      (0.083)     92.618     1,120.08
9-6-93     Contract Fee                     (1.00)       15.51903783      (0.064)     92.553     1,436.33
9-6-94     Contract Fee                     (1.00)       15.61185818      (0.064)     92.489     1,443.93
9-6-95     Contract Fee                     (1.00)       16.97318612      (0.059)     92.430     1,568.83
6-30-96    Value before Surrender                        19.23483158        0.000     92.430     1,777.88
6-30-96    Contract Fee                     (1.00)       19.23483158      (0.052)     92.378     1,776.88
6-30-96    Surrender Charge                 (3.75)       19.23483158      (0.195)     92.183     1,773.13
Cumulative Total Returns without/with chgs.                   78.31% A                             77.31% C
Avg. Annual Total Returns without/with chgs.                  12.75% B                             12.62% D

                                Rising Dividends
3-10-92    Purchase                      $1,000.00       $9.99233143      100.077    100.077    $1,000.00
3-10-93    Contract Fee                     (1.00)       10.77962863      (0.093)     99.984     1,077.79
3-10-94    Contract Fee                     (1.00)       10.06603924      (0.099)     99.885     1,005.44
3-10-95    Contract Fee                     (1.00)       10.31908288      (0.097)     99.788     1,029.72
3-10-96    Contract Fee                     (1.00)       12.84883820      (0.078)     99.710     1,281.16
6-30-96    Value before Surr Chg                         13.31084899        0.000     99.710     1,327.22
6-30-96    Contract Fee                     (1.00)       13.31084899      (0.075)     99.635     1,326.22
6-30-96    Surrender Charge                 (3.75)       13.31084899      (0.282)     99.353     1,322.47
Cumulative Total Returns without/with chgs.                   33.21% A                             32.25% C
Avg. Annual Total Returns without/with chgs.                   6.88% B                              6.70% D

                                    Small Cap
6-10-96    Purchase                      $1,000.00      $12.51721035       79.890     79.890    $1,000.00
6-30-96    Value before Surr Chg                         11.97069680        0.000     79.890       956.34
6-30-96    Contract Fee                     (1.00)       11.97069680      (0.084)     79.806       955.34
6-30-96    Surrender Charge                (42.50)       11.97069680      (3.550)     76.256       912.84
Cumulative Total Returns without/with chgs.                   -4.37% A                             -8.72% C
Avg. Annual Total Returns without/with chgs.                      NA B                                 NA D

                       Templeton Developing Markets Equity
4-25-94    Purchase                      $1,000.00       $9.99427001      100.057    100.057    $1,000.00
4-25-95    Contract Fee                     (1.00)        9.56980111      (0.104)     99.953       956.53
4-25-96    Contract Fee                     (1.00)       10.84533301      (0.092)     99.861     1,083.02
6-30-96    Value before Surr Chg                         11.03044915        0.000     99.861     1,101.51
6-30-96    Contract Fee                     (1.00)       11.03044915      (0.091)     99.770     1,100.51
6-30-96    Surrender Charge                (22.00)       11.03044915      (1.994)     97.775     1,078.51
Cumulative Total Returns without/with chgs.                   10.37% A                              7.85% C
Avg. Annual Total Returns without/with chgs.                   4.62% B                              3.52% D

                        Templeton Global Asset Allocation
8-4-95     Purchase                      $1,000.00      $10.32195885       96.881     96.881    $1,000.00
6-30-96    Value before Surr Chg                         11.38243612        0.000     96.881     1,102.74
6-30-96    Contract Fee                     (1.00)       11.38243612      (0.088)     96.793     1,101.74
6-30-96    Surrender Charge                (42.50)       11.38243612      (3.734)     93.059     1,059.24
Cumulative Total Returns without/with chgs.                   10.27% A                              5.92% C
Avg. Annual Total Returns without/with chgs.                      NA B                                 NA D

                             Templeton Global Growth
4-25-94    Purchase                      $1,000.00       $9.98428572      100.157    100.157    $1,000.00
4-25-95    Contract Fee                     (1.00)       10.45597133      (0.096)    100.062     1,046.24
4-25-96    Contract Fee                     (1.00)       12.30604043      (0.081)     99.980     1,230.36
6-30-96    Value before Surr Chg                         12.47898971        0.000     99.980     1,247.66
6-30-96    Contract Fee                     (1.00)       12.47898971      (0.080)     99.900     1,246.66
6-30-96    Surrender Charge                (22.00)       12.47898971      (1.763)     98.137     1,224.66
Cumulative Total Returns without/with chgs.                   24.99% A                             22.47% C
Avg. Annual Total Returns without/with chgs.                  10.75% B                              9.73% D

                       Templeton Global Income Securities
9-6-91     Purchase                      $1,000.00      $12.29596065       81.328     81.328    $1,000.00
9-6-92     Contract Fee                     (1.00)       13.36377950      (0.075)     81.253     1,085.84
9-6-93     Contract Fee                     (1.00)       14.21712486      (0.070)     81.182     1,154.18
9-6-94     Contract Fee                     (1.00)       13.73042891      (0.073)     81.110     1,113.67
9-6-95     Contract Fee                     (1.00)       14.66386795      (0.068)     81.041     1,188.38
6-30-96    Value before Surr Chg                         15.61016701        0.000     81.041     1,265.07
6-30-96    Contract Fee                     (1.00)       15.61016701      (0.064)     80.977     1,264.07
6-30-96    Surrender Charge                 (3.75)       15.61016701      (0.240)     80.737     1,260.32
Cumulative Total Returns without/with chgs.                   26.95% A                             26.03% C
Avg. Annual Total Returns without/with chgs.                   5.08% B                              4.92% D

                         Templeton International Equity
3-10-92    Purchase                      $1,000.00       $9.99233143      100.077    100.077    $1,000.00
3-10-93    Contract Fee                     (1.00)        9.70560713      (0.103)     99.974       970.31
3-10-94    Contract Fee                     (1.00)       12.81763662      (0.078)     99.896     1,280.43
3-10-95    Contract Fee                     (1.00)       11.75059639      (0.085)     99.811     1,172.83
3-10-96    Contract Fee                     (1.00)       13.94209546      (0.072)     99.739     1,390.57
6-30-96    Value before Surr Chg                         14.79181647        0.000     99.739     1,475.32
6-30-96    Contract Fee                     (1.00)       14.79181647      (0.068)     99.671     1,474.32
6-30-96    Surrender Charge                 (3.75)       14.79181647      (0.254)     99.418     1,470.57
Cumulative Total Returns without/with chgs.                   48.03% A                             47.06% C
Avg. Annual Total Returns without/with chgs.                   9.53% B                              9.36% D

                    Templeton International Smaller Companies
6-10-96    Purchase                      $1,000.00      $10.17437740       98.286     98.286    $1,000.00
6-30-96    Value before Surr Chg                         10.30704398        0.000     98.286     1,013.04
6-30-96    Contract Fee                     (1.00)       10.30704398      (0.097)     98.189     1,012.04
6-30-96    Surrender Charge                (42.50)       10.30704398      (4.123)     94.066       969.54
Cumulative Total Returns without/with chgs.                    1.30% A                             -3.05% C
Avg. Annual Total Returns without/with chgs.                      NA B                                 NA D

                            Templeton Pacific Growth
3-10-92    Purchase                      $1,000.00       $9.99233143      100.077    100.077    $1,000.00
3-10-93    Contract Fee                     (1.00)       10.27710481      (0.097)     99.979     1,027.50
3-10-94    Contract Fee                     (1.00)       13.68071454      (0.073)     99.906     1,366.79
3-10-95    Contract Fee                     (1.00)       12.21775190      (0.082)     99.824     1,219.63
3-10-96    Contract Fee                     (1.00)       14.60041465      (0.068)     99.756     1,456.48
6-30-96    Value before Surr Chg                         15.18114534        0.000     99.756     1,514.41
6-30-96    Contract Fee                     (1.00)       15.18114534      (0.066)     99.690     1,513.41
6-30-96    Surrender Charge                 (3.75)       15.18114534      (0.247)     99.443     1,509.66
Cumulative Total Returns without/with chgs.                   51.93% A                             50.97% C
Avg. Annual Total Returns without/with chgs.                  10.19% B                             10.03% D

                           U.S. Government Securities
9-6-91     Purchase                      $1,000.00      $12.03610875       83.083     83.083    $1,000.00
9-6-92     Contract Fee                     (1.00)       13.63544444      (0.073)     83.010     1,131.88
9-6-93     Contract Fee                     (1.00)       14.81627109      (0.067)     82.942     1,228.90
9-6-94     Contract Fee                     (1.00)       14.01767493      (0.071)     82.871     1,161.66
9-6-95     Contract Fee                     (1.00)       15.66758872      (0.064)     82.807     1,297.39
6-30-96    Value before Surr Chg                         15.94773587        0.000     82.807     1,320.59
6-30-96    Contract Fee                     (1.00)       15.94773587      (0.063)     82.745     1,319.59
6-30-96    Surrender Charge                 (3.75)       15.94773587      (0.235)     82.509     1,315.84
Cumulative Total Returns without/with chgs.                   32.50% A                             31.58% C
Avg. Annual Total Returns without/with chgs.                   6.01% B                              5.86% D

                                 Utility Equity
9-6-91     Purchase                      $1,000.00      $13.23446838       75.560     75.560    $1,000.00
9-6-92     Contract Fee                     (1.00)       15.51443496      (0.064)     75.496     1,171.27
9-6-93     Contract Fee                     (1.00)       18.23772557      (0.055)     75.441     1,375.87
9-6-94     Contract Fee                     (1.00)       14.88666629      (0.067)     75.374     1,122.06
9-6-95     Contract Fee                     (1.00)       17.09242929      (0.059)     75.315     1,287.32
6-30-96    Value before Surr Chg                         20.28737569        0.000     75.315     1,527.95
6-30-96    Contract Fee                     (1.00)       20.28737569      (0.049)     75.266     1,526.95
6-30-96    Surrender Charge                 (3.75)       20.28737569      (0.185)     75.081     1,523.20
Cumulative Total Returns without/with chgs.                   53.29% A                             52.32% C
Avg. Annual Total Returns without/with chgs.                   9.27% B                              9.12% D

                               Zero Coupon - 2000
9-6-91     Purchase                      $1,000.00      $12.27379294       81.474     81.474    $1,000.00
9-6-92     Contract Fee                     (1.00)       14.79614817      (0.068)     81.407     1,204.51
9-6-93     Contract Fee                     (1.00)       17.10671457      (0.058)     81.348     1,391.60
9-6-94     Contract Fee                     (1.00)       15.72443108      (0.064)     81.285     1,278.16
9-6-95     Contract Fee                     (1.00)       17.50941512      (0.057)     81.228     1,422.25
6-30-96    Value before Surr Chg                         17.78631427        0.000     81.228     1,444.74
6-30-96    Contract Fee                     (1.00)       17.78631427      (0.056)     81.171     1,443.74
6-30-96    Surrender Charge                 (3.75)       17.78631427      (0.211)     80.961     1,439.99
Cumulative Total Returns without/with chgs.                   44.91% A                             44.00% C
Avg. Annual Total Returns without/with chgs.                   8.00% B                              7.86% D

                               Zero Coupon - 2005
9-6-91     Purchase                      $1,000.00      $12.36920966       80.846     80.846    $1,000.00
9-6-92     Contract Fee                     (1.00)       14.96300130      (0.067)     80.779     1,208.70
9-6-93     Contract Fee                     (1.00)       18.76113591      (0.053)     80.726     1,514.51
9-6-94     Contract Fee                     (1.00)       16.31991142      (0.061)     80.665     1,316.44
9-6-95     Contract Fee                     (1.00)       19.28908605      (0.052)     80.613     1,554.94
6-30-96    Value before Surr Chg                         19.38709243        0.000     80.613     1,562.85
6-30-96    Contract Fee                     (1.00)       19.38709243      (0.052)     80.561     1,561.85
6-30-96    Surrender Charge                 (3.75)       19.38709243      (0.193)     80.368     1,558.10
Cumulative Total Returns without/with chgs.                   56.74% A                             55.81% C
Avg. Annual Total Returns without/with chgs.                   9.77% B                              9.64% D

                               Zero Coupon - 2010
9-6-91     Purchase                      $1,000.00      $12.01310325       83.242     83.242    $1,000.00
9-6-92     Contract Fee                     (1.00)       14.53524130      (0.069)     83.174     1,208.95
9-6-93     Contract Fee                     (1.00)       19.23589556      (0.052)     83.122     1,598.92
9-6-94     Contract Fee                     (1.00)       15.87698587      (0.063)     83.059     1,318.72
9-6-95     Contract Fee                     (1.00)       19.89453029      (0.050)     83.008     1,651.41
6-30-96    Value before Surr Chg                         19.90678287        0.000     83.008     1,652.43
6-30-96    Contract Fee                     (1.00)       19.90678287      (0.050)     82.958     1,651.43
6-30-96    Surrender Charge                 (3.75)       19.90678287      (0.188)     82.770     1,647.68
Cumulative Total Returns without/with chgs.                   65.71% A                             64.77% C
Avg. Annual Total Returns without/with chgs.                  11.05% B                             10.92% D
<FN>
A = (Unit Value as of June 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
B = [(A+1)^(1/Years since Inception)]-1
C = (Accumulated Value as of June 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/Years since Inception)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                           Performance Information of Selected Public Funds

                                              Original Purchase as of September 30, 1995
                                                Valuation Date as of September 30, 1996

                                                     Dollar          NAV Per       Shrs. This    Accum.    Net Asset
   Date                  Transaction                 Amount           Share          Trans.      Shrs.       Value
   ----                  -----------                 ------           -----          ------      -----       -----
<S>         <C>                                      <C>             <C>           <C>           <C>        <C>

                              Mutual Discovery Fund
9-30-95     Purchase                                 $1,000.00              $15.66      63.857     63.857    $1,000.00
12-29-95    Dividend Distribution ($.83/shr)             53.00               14.99       3.536     67.393     1,010.22
6-14-96     Dividend Distribution ($.35/shr)             23.59               16.89       1.397     68.789     1,161.85
9-30-96     Current Value                                                    17.23       0.000     68.789     1,185.24

Average Annual Total Return                                                                                     18.52% A

                               Mutual Shares Fund
9-30-95     Purchase                                 $1,000.00              $97.25      10.283     10.283    $1,000.00
12-29-95    Dividend Distribution ($12.14/shr)          124.83               85.63       1.458     11.741     1,005.35
6-14-96     Dividend Distribution ($3.00/shr)            35.22               91.93       0.383     12.124     1,114.53
9-30-96     Current Value                                                    93.69       0.000     12.124     1,135.87

Average Annual Total Return                                                                                     13.59% A
<FN>
A = (Net Asset Value as of September 30, 1996 - Net Asset Value at Purch.)/Net Asset Value at Purch.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                     Dollar                        Units This    Accum.      Accum.
   Date                  Transaction                 Amount        Unit Value        Trans.      Units       Value
   ----                  -----------                 ------        ----------        ------      -----       -----
<S>         <C>                                      <C>           <C>             <C>           <C>         <C>

                     Mutual Discovery Securities Sub-Account
9-30-95     Purchase                                 $1,000.00        $17.03457804      58.704     58.704    $1,000.00
9-30-96     Contract Fee                                (1.00)         19.89985017     (0.050)     58.654     1,167.20
9-30-96     Value before Surr Chg                                      19.89985017       0.000     58.654     1,167.20
9-30-96     Surrender Charge                           (42.50)         19.89985017     (2.136)     56.518     1,124.70

Average Annual Total Returns without/with charges                           16.82% B                            12.47% C

                      Mutual Shares Securities Sub-Account
9-30-95     Purchase                                 $1,000.00       $494.26676636       2.023      2.023    $1,000.00
9-30-96     Contract Fee                                (1.00)        553.20141399     (0.002)      2.021     1,118.24
9-30-96     Value before Surr Chg                                     553.20141399       0.000      2.021     1,118.24
9-30-96     Surrender Charge                           (42.50)        553.20141399     (0.077)      1.945     1,075.74

Average Annual Total Returns without/with charges                           11.92% B                             7.57% C
<FN>
B = (Unit Value as of September 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
C = (Accumulated Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                              Original Purchase as of September 30, 1991
                                                Valuation Date as of September 30, 1996

                                                     Dollar          NAV Per       Shrs. This    Accum.     Net Asset
   Date                  Transaction                 Amount           Share          Trans.      Shrs.        Value
   ----                  -----------                 ------           -----          ------      -----        -----
<S>         <C>                                      <C>             <C>           <C>           <C>        <C>

                               Mutual Shares Fund
9-30-91     Purchase                                  $1,000.00             $66.67      14.999     14.999     $1,000.00
12-31-91    Dividend Distribution ($2.73/shr)             40.95              63.27       0.647     15.646        989.95
7-6-92      Dividend Distribution ($1.00/shr)             15.65              70.18       0.223     15.869      1,113.71
12-31-92    Dividend Distribution ($3.75/shr)             59.51              72.71       0.818     16.688      1,213.37
7-12-93     Dividend Distribution ($.70/shr)              11.68              79.65       0.147     16.835      1,340.87
12-31-93    Dividend Distribution ($6.99/shr)            117.67              80.56       1.461     18.295      1,473.86
7-11-94     Dividend Distribution ($.60/shr)              10.98              80.60       0.136     18.431      1,485.57
12-29-94    Dividend Distribution ($5.30/shr)             97.69              78.31       1.247     19.679      1,541.05
7-10-95     Dividend Distribution ($2.60/shr)             51.16              88.78       0.576     20.255      1,798.25
12-29-95    Dividend Distribution ($12.14/shr)           245.90              85.63       2.872     23.127      1,980.34
6-14-96     Dividend Distribution ($3.00/shr)             69.38              91.93       0.755     23.881      2,195.42
9-30-96     Current Value                                                    93.69       0.000     23.881      2,237.46
Cumulative Total Return                                                                                         123.75% A
Average Annual Total Return                                                                                      17.47% B
<FN>
A = (Net Asset Value as of September  30, 1996 - Net Asset Value at  Purch.)/Net Asset Value at Purch.
B = [(A+1)^(1/5 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                     Dollar                        Units This    Accum.      Accum.
   Date                  Transaction                 Amount         Unit Value       Trans.      Units        Value
   ----                  -----------                 ------         ----------       ------      -----        -----
<S>         <C>                                      <C>            <C>            <C>           <C>          <C>

                      Mutual Shares Securities Sub-Account
9-30-91     Purchase                                  $1,000.00      $266.34154236       3.755      3.755     $1,000.00
9-30-92     Contract Fee                                 (1.00)       298.69304214     (0.003)      3.751      1,120.47
9-30-93     Contract Fee                                 (1.00)       370.30580394     (0.003)      3.749      1,388.10
9-30-94     Contract Fee                                 (1.00)       400.78402346     (0.002)      3.746      1,501.35
9-30-95     Contract Fee                                 (1.00)       494.26676636     (0.002)      3.744      1,850.54
9-30-96     Contract Fee                                 (1.00)       553.20141399     (0.002)      3.742      2,070.19
9-30-96     Value before Surr Chg                                     553.20141399       0.000      3.742      2,070.19
9-30-96     Surrender Charge                             (8.25)       553.20141399     (0.015)      3.727      2,061.94
Cumulative Total Rtns. without/with chrgs.                                 107.70% C                            106.19% E
Avg. Annual Total Rtns. without/with chrgs.                                 15.74% D                             15.57% F
<FN>
C = (Unit Value as of September 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
D = [(C+1)^(1/5 Years)]-1
E = (Accumulated  Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/5 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                              Original Purchase as of September 30, 1986
                                                Valuation Date as of September 30, 1996

                                                     Dollar          NAV Per       Shrs. This    Accum.     Net Asset
   Date                  Transaction                 Amount           Share          Trans.      Shrs.        Value
   ----                  -----------                 ------           -----          ------      -----        -----
<S>         <C>                                      <C>             <C>           <C>           <C>        <C>

                               Mutual Shares Fund
9-30-86     Purchase                                  $1,000.00             $63.86      15.659     15.659     $1,000.00
1-9-87      Dividend Distribution ($5.65/shr)             88.47              60.08       1.473     17.132      1,029.28
7-17-87     Dividend Distribution ($1.35/shr)             23.13              71.24       0.325     17.457      1,243.60
12-31-87    Dividend Distribution ($5.26/shr)             91.82              58.12       1.580     19.036      1,106.39
7-15-88     Dividend Distribution ($1.75/shr)             33.31              70.00       0.476     19.512      1,365.86
12-29-88    Dividend Distribution ($5.93/shr)            115.71              67.38       1.717     21.230      1,430.45
6-23-89     Dividend Distribution ($1.85/shr)             39.27              74.45       0.528     21.757      1,619.81
12-29-89    Dividend Distribution ($8.79/shr)            191.24              66.80       2.863     24.620      1,644.62
6-18-90     Dividend Distribution ($.75/shr)              18.47              66.20       0.279     24.899      1,648.31
12-31-90    Dividend Distribution ($3.48/shr)             86.65              56.16       1.543     26.442      1,484.97
7-8-91      Dividend Distribution ($.90/shr)              23.80              63.59       0.374     26.816      1,705.23
12-31-91    Dividend Distribution ($2.73/shr)             73.21              63.27       1.157     27.973      1,769.86
7-6-92      Dividend Distribution ($1.00/shr)             27.97              70.18       0.399     28.372      1,991.13
12-31-92    Dividend Distribution ($3.75/shr)            106.39              72.71       1.463     29.835      2,169.30
7-12-93     Dividend Distribution ($.70/shr)              20.88              79.65       0.262     30.097      2,397.24
12-31-93    Dividend Distribution ($6.99/shr)            210.38              80.56       2.611     32.709      2,635.01
7-11-94     Dividend Distribution ($.60/shr)              19.63              80.60       0.243     32.952      2,655.94
12-29-94    Dividend Distribution ($5.30/shr)            174.65              78.31       2.230     35.182      2,755.13
7-10-95     Dividend Distribution ($2.60/shr)             91.47              88.78       1.030     36.213      3,214.96
12-29-95    Dividend Distribution ($12.14/shr)           439.62              85.63       5.134     41.347      3,540.51
6-14-96     Dividend Distribution ($3.00/shr)            124.04              91.93       1.349     42.696      3,925.04
9-30-96     Current Value                                                    93.69       0.000     42.696      4,000.18
Cumulative Total Return                                                                                         300.02% A
Average Annual Total Return                                                                                      14.87% B
<FN>
A = (Net Asset Value as of September  30, 1996 - Net Asset Value at  Purch.)/Net Asset Value at Purch.
B = [(A+1)^(1/10 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                     Dollar                        Units This    Accum.      Accum.
   Date                  Transaction                 Amount         Unit Value       Trans.      Units        Value
   ----                  -----------                 ------         ----------       ------      -----        -----
<S>         <C>                                      <C>            <C>            <C>           <C>         <C>

                      Mutual Shares Securities Sub-Account
9-30-86     Purchase                                  $1,000.00      $160.16912615       6.243      6.243     $1,000.00
9-30-87     Contract Fee                                 (1.00)       207.12736533     (0.005)      6.239      1,292.18
9-30-88     Contract Fee                                 (1.00)       218.64162680     (0.005)      6.234      1,363.01
9-30-89     Contract Fee                                 (1.00)       261.57455082     (0.004)      6.230      1,629.66
9-30-90     Contract Fee                                 (1.00)       218.12900815     (0.005)      6.226      1,357.98
9-30-91     Contract Fee                                 (1.00)       266.34154236     (0.004)      6.222      1,657.13
9-30-92     Contract Fee                                 (1.00)       298.69304214     (0.003)      6.218      1,857.42
9-30-93     Contract Fee                                 (1.00)       370.30580394     (0.003)      6.216      2,301.74
9-30-94     Contract Fee                                 (1.00)       400.78402346     (0.002)      6.232      2,497.49
9-30-95     Contract Fee                                 (1.00)       494.26676636     (0.002)      6.229      3,079.03
9-30-96     Contract Fee                                 (1.00)       553.20141399     (0.002)      6.228      3,445.16
9-30-96     Value before Surr Chg                                     553.20141399       0.000      6.228      3,445.16
9-30-96     Surrender Charge                                          553.20141399       0.000      6.228      3,445.16
Cumulative Total Rtns. without/with chrgs.                                 245.39% C                            244.52% E
Avg. Annual Total Rtns. without/with chrgs.                                 13.20% D                             13.17% F
<FN>
C = (Unit Value as of September 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
D = [(C+1)^(1/10  Years)]-1
E = (Accumulated  Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/10 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                   Original Purchase as of Inception
                                                  Valuation as of September 30, 1996

                                                     Dollar          NAV Per      Shrs. This    Accum.    Net Asset
   Date                  Transaction                 Amount           Share         Trans.      Shrs.       Value
   ----                  -----------                 ------           -----         ------      -----       -----
<S>         <C>                                      <C>             <C>          <C>           <C>       <C>

                              Mutual Discovery Fund
12-31-92    Purchase                                  $1,000.00            $10.00     100.000    100.000    $1,000.00
12-31-93    Dividend Distribution ($.53/shr)              53.00             12.93       4.099    104.099     1,346.00
7-11-94     Dividend Distribution ($.20/shr)              20.82             13.28       1.568    105.667     1,403.25
12-29-94    Dividend Distribution ($.77/shr)              81.36             12.52       6.499    112.165     1,404.31
7-10-95     Dividend Distribution ($.13/shr)              14.58             14.49       1.006    113.172     1,639.86
12-29-95    Dividend Distribution ($.83/shr)              93.93             14.99       6.266    119.438     1,790.38
6-14-96     Dividend Distribution ($.35/shr)              41.80             16.89       2.475    121.913     2,059.11
9-30-96     Current Value                                                   17.23       0.000    121.913     2,100.56
Cumulative Total Return                                                                                       110.06% A
Average Annual Total Return                                                                                    21.90% B
<FN>
A = (Net Asset Value as of September  30, 1996 - Net Asset Value at  Purch.)/Net Asset Value at Purch.
B = [(A+1)^(1/Years since Inception)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                     Dollar                       Units This    Accum.      Accum.
   Date                  Transaction                 Amount        Unit Value       Trans.      Units       Value
   ----                  -----------                 ------        ----------       ------      -----       -----
<S>         <C>                                      <C>           <C>            <C>           <C>         <C>

                     Mutual Discovery Securities Sub-Account
12-31-92    Purchase                                  $1,000.00      $10.00000000     100.000    100.000    $1,000.00
12-31-93    Contract Fee                                 (1.00)       13.39109512     (0.075)     99.925     1,338.11
12-31-94    Contract Fee                                 (1.00)       13.67637317     (0.073)     99.852     1,365.62
12-31-95    Contract Fee                                 (1.00)       17.33223864     (0.058)     99.795     1,729.66
9-30-96     Contract Fee                                 (1.00)       19.89985017     (0.050)     99.744     1,984.90
9-30-96     Value before Surr Chg                                     19.89985017       0.000     99.925     1,988.50
9-30-96     Surrender Charge                            (12.00)       19.89985017     (0.603)     99.322     1,976.50
Cumulative Total Rtns. without/with chrgs.                                 99.00% C                            97.65% E
Avg. Annual Total Rtns. without/with chgs.                                 20.14% D                            19.92% F
<FN>
C = (Unit Value as of September 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
D = [(C+1)^(1/Years since Inception)]-1
E = (Accumulated  Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/Years since Inception)]-1
</FN>
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<CIK>                         0000845775  
<NAME>                        Preferred Life Variable Account C
<MULTIPLIER>                  1,000 
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   JUN-30-1996
<INVESTMENTS-AT-COST>                          691,746
<INVESTMENTS-AT-VALUE>                         731,174
<RECEIVABLES>                                  0
<ASSETS-OTHER>                                 0
<OTHER-ITEMS-ASSETS>                           0
<TOTAL-ASSETS>                                 731,174
<PAYABLE-FOR-SECURITIES>                       0
<SENIOR-LONG-TERM-DEBT>                        0
<OTHER-ITEMS-LIABILITIES>                      78
<TOTAL-LIABILITIES>                            78
<SENIOR-EQUITY>                                608,290
<PAID-IN-CAPITAL-COMMON>                       0
<SHARES-COMMON-STOCK>                          44,107
<SHARES-COMMON-PRIOR>                          42,826
<ACCUMULATED-NII-CURRENT>                      57,859
<OVERDISTRIBUTION-NII>                         0
<ACCUMULATED-NET-GAINS>                        25,521
<OVERDISTRIBUTION-GAINS>                       0
<ACCUM-APPREC-OR-DEPREC>                       39,246
<NET-ASSETS>                                   731,096
<DIVIDEND-INCOME>                              31,887
<INTEREST-INCOME>                              0
<OTHER-INCOME>                                 0
<EXPENSES-NET>                                 4,980
<NET-INVESTMENT-INCOME>                        26,907
<REALIZED-GAINS-CURRENT>                       17,134
<APPREC-INCREASE-CURRENT>                     (19,018)
<NET-CHANGE-FROM-OPS>                          25,023
<EQUALIZATION>                                 0
<DISTRIBUTIONS-OF-INCOME>                      0
<DISTRIBUTIONS-OF-GAINS>                       0
<DISTRIBUTIONS-OTHER>                          0
<NUMBER-OF-SHARES-SOLD>                        2,435
<NUMBER-OF-SHARES-REDEEMED>                    0
<SHARES-REINVESTED>                            0
<NET-CHANGE-IN-ASSETS>                         40,782
<ACCUMULATED-NII-PRIOR>                        30,952
<ACCUMULATED-GAINS-PRIOR>                      8,387
<OVERDISTRIB-NII-PRIOR>                        0
<OVERDIST-NET-GAINS-PRIOR>                     0
<GROSS-ADVISORY-FEES>                          4,980
<INTEREST-EXPENSE>                             0
<GROSS-EXPENSE>                                4,980
<AVERAGE-NET-ASSETS>                           710,705
<PER-SHARE-NAV-BEGIN>                          0
<PER-SHARE-NII>                                0
<PER-SHARE-GAIN-APPREC>                        0
<PER-SHARE-DIVIDEND>                           0
<PER-SHARE-DISTRIBUTIONS>                      0
<RETURNS-OF-CAPITAL>                           0
<PER-SHARE-NAV-END>                            0
<EXPENSE-RATIO>                                .007
<AVG-DEBT-OUTSTANDING>                         0
<AVG-DEBT-PER-SHARE>                           0
        


</TABLE>


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