PREFERRED LIFE VARIABLE ACCOUNT C
497, 1996-05-29
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                     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


                                 May     1, 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, New York  10019,
(212) 586-7733.

THIS STATEMENT OF ADDITIONAL INFORMATION AND THE PROSPECTUS ARE DATED   ,    
MAY 1, 1996 AND AS MAY BE AMENDED FROM TIME TO TIME.


                              TABLE OF CONTENTS



                                                              Page

COMPANY

EXPERTS

LEGAL OPINIONS

DISTRIBUTOR

CALCULATION OF PERFORMANCE DATA

ANNUITY PROVISIONS
     Variable Annuity Payout
     Fixed Annuity Payout

FINANCIAL STATEMENTS



                                   COMPANY

Information regarding the Company and its ownership is contained in the
Prospectus. Preferred Life Insurance Company of New York (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 the 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

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 account when using the
Sub-Account's current yield as a basis for comparison with savings accounts or
other fixed-yield investments.  The Sub-Account's yield at any particular time
is  not  indicative  of what the yield may be at any other time. The Company 
does not currently advertise the yield of the Money Market Sub-Account.

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 7 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, the 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.)

Other Sub-Accounts.  From time to time, the other Sub-Accounts may state their
total return in advertisements and Contract Owner communications.  Any
statements  of total return or other performance data of a Sub-Account will be
accompanied  by  information  on  that Sub-Account's average annual compounded
rate of return over the most recent four calendar quarters and the period from
the Sub-Account's inception of operations.  Each Sub-Account may also
advertise aggregate and average total return information over different
periods of time.

Each  Sub-Account's  average annual compounded rate of return is determined by
reference  to a hypothetical $1,000 Contract Value, according to the following
formula:

                                         n
                               P ( 1 + T) = ERV

       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
              Contract at the end of the period

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

Each Sub-Account may also quote its current yield in advertisements and
Contract  Owner communications.  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 the
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:

                                                6
                          Yield = 2[[ (a-b) + 1] - 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 no sales load.

Each  Sub-Account's current yield and total return 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, evaluations of each Sub-Account's performance by
independent sources may also be used in advertisements and in information
furnished to present or prospective Contract Owners.

Contract  Owners  should  note  that the investment results of the Sub-Account
will  fluctuate  over  time, and any presentation of the Sub-Account's current
yield or 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 or yield may be in any future period.


                              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 this Contract, the larger amount will be paid.  The
dollar amount of annuity payments after the first is determined as follows:
   
<TABLE>

<CAPTION>

<S>  <C>
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.
</TABLE>
    

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 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.



                      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>





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