PREFERRED LIFE VARIABLE ACCOUNT C
485APOS, 1997-02-28
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                                                           File Nos.  33-26646
                                                                      811-5716
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    ( )
     Pre-Effective Amendment No.                                           ( )
     Post-Effective Amendment No.    12                                    (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            ( )
     Amendment No.    18                                                   (X)

                      (Check appropriate box or boxes.)

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

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


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

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

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

     Copies to:
          Judith A. Hasenauer
          Blazzard, Grodd & Hasenauer, P.C.
          P.O. Box 5108
          Westport, CT 06881
          (203) 226-7866

     It is proposed that this filing will become effective:
   
     ___  immediately  upon filing  pursuant to paragraph (b) of Rule 485
     ___  on (date)  pursuant to paragraph  (b) of Rule 485 
     ___  60 days  after  filing pursuant  to  paragraph  (a)(1) of Rule 485
     _X_  on May 1, 1997  pursuant to paragraph (a)(1) of Rule 485
    
If appropriate, check the following:

       ___ this post-effective  amendment  designates a new effective date for a
previously filed post-effective amendment.
   
Registrant has declared that it has registered an indefinite number or amount of
securities in  accordance  with Rule 24f-2 under the  Investment  Company Act of
1940. Registrant filed a Rule 24f-2 Notice for the most recent fiscal year on or
about February 25, 1997.     
                            CROSS REFERENCE SHEET
                            (Required by Rule 495)
<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

                                    PART C

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


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


                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                        PREFERRED LIFE VARIABLE ACCOUNT C
                                       and
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
                                   May 1, 1997
    

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

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

Purchase payments for the Contracts will be allocated to a segregated investment
account of Preferred Life Insurance  Company of New York (the "Company"),  which
account has been  designated  Preferred  Life Variable  Account C (the "Variable
Account").  The Variable  Account invests in shares of Franklin  Valuemark Funds
(the "Trust").  The Trust is a series fund with  twenty-three  Funds:  the Money
Market Fund, the High Income Fund, the Templeton Global Income  Securities Fund,
The U. S.  Government  Securities  Fund, the Zero Coupon Funds - 2000,  2005 and
2010, the Growth and Income Fund, the Income  Securities Fund, the Mutual Shares
Securities Fund, the Real Estate Securities Fund, the Rising Dividends Fund, the
Templeton  Global Asset  Allocation  Fund,  the Utility Equity Fund, the Capital
Growth  Fund,  the Mutual  Discovery  Securities  Fund,  the  Natural  Resources
Securities  Fund,  the Small Cap Fund, the Templeton  Developing  Markets Equity
Fund, the Templeton Global Growth Fund, the Templeton International Equity Fund,
the Templeton  International  Smaller  Companies Fund and the Templeton  Pacific
Growth Fund.  Prior to May 1, 1997, the Natural  Resources  Securities  Fund was
known  as  the  Precious  Metals  Fund.  See  "Highlights"  and  "Tax  Status  -
Diversification" for a discussion of owner control of the underlying investments
in a variable annuity contract.
    

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

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

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

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

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

   
This  Prospectus  and the Statement of Additional  Information  are dated May 1,
1997 and may be amended from time to time.
    

This Prospectus should be kept for future reference.

Contents                                            Page

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

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

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

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

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

Annuity Period - The period starting on the Income Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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


   
Purchase payments for the Contracts will be allocated to a segregated investment
account of Preferred Life Insurance  Company of New York (the  "Company")  which
has been designated  Preferred Life Variable Account C (the "Variable Account").
The  Variable  Account  invests  in  shares of  Franklin  Valuemark  Funds  (the
"Trust").  (See "Franklin Valuemark Funds.") CONTRACT OWNERS BEAR THE INVESTMENT
RISK FOR ALL AMOUNTS ALLOCATED TO THE VARIABLE ACCOUNT.
    

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

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

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

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

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

   
Premium  taxes or other taxes  payable to a state or other  governmental  entity
will be charged  against the Contract  Values.  (See  "Charges and  Deductions -
Deduction for Premium Taxes.") Currently,  the state of New York does not impose
a premium tax on variable annuities.
    

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

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

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

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

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



<PAGE>



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

Contract Owner Transaction Fees
Contingent Deferred Sales Charge*
(as a percentage of purchase payments)          Years Since
                                                  Payment   Charge
                                                --------------------
<S>                                                 <C>       <C>

                                                    0-1       5%
                                                    1-2       5%
                                                    2-3       4%
                                                    3-4       3%
                                                    4-5       1.5%
                                                    5+        0%
</TABLE>
Current Transfer Fee**...................................  First 12 transfers in
a Contract  Year prior to the Income Date are free.  Thereafter,  the fee is $25
(or 2% of the amount transferred,  if less).  Prescheduled automatic dollar cost
averaging transfers are not counted.

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

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

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

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


<PAGE>


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


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

   
The Management and Fund  Administration  Fees below include investment  advisory and other management and administrative  fees not
included as "Other Expenses" that were paid to the Managers and Fund Administrators to the Trust for the 1996 calendar year except
for Funds with fee  waivers/expense  reductions  or newer Funds  without a full year of  operations  as of December  31, 1996 (see
explanatory  footnotes  below).  The purpose of the Table is to assist the Contract Owner in  understanding  the various costs and
expenses that a Contract Owner will incur, directly or indirectly, on amounts allocated to the Variable Account.
<CAPTION>
                                                                                    Management
                                                                                     and Fund       Other   Total Annual
                                                                               Administration Fees1Expenses   Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>        <C>
Money Market Fund2.............................................................       .51%          .02%       .53%
Growth and Income Fund.........................................................       .48%          .01%       .49%
Natural Resources Securities Fund3.............................................       .60%          .05%       .65%
Real Estate Securities Fund....................................................       .55%          .02%       .57%
Utility Equity Fund............................................................       .47%          .03%       .50%
High Income Fund...............................................................       .52%          .02%       .54%
Templeton Global Income Securities Fund........................................       .56%          .05%       .61%
Income Securities Fund.........................................................       .47%          .03%       .50%
The U.S. Government Securities Fund............................................       .49%          .02%       .51%
Zero Coupon Fund - 20004.......................................................       .38%          .02%       .40%
Zero Coupon Fund - 20054.......................................................       .38%          .02%       .40%
Zero Coupon Fund - 20104.......................................................       .38%          .02%       .40%
Rising Dividends Fund..........................................................       .75%          .01%       .76%
Templeton International Equity Fund............................................       .81%          .08%       .89%
Templeton Pacific Growth Fund..................................................       .89%          .10%       .99%
Templeton Global Growth Fund...................................................       .88%          .05%       .93%
Templeton Developing Markets Equity Fund.......................................      1.25%          .24%      1.49%
Templeton Global Asset Allocation Fund.........................................       .80%          .06%       .86%
Small Cap Fund.................................................................       .75%          .02%       .77%
Templeton International Smaller Companies Fund5................................      1.00%          .16%      1.16%
Capital Growth Fund5...........................................................       .75%          .02%       .77%
Mutual Discovery Securities Fund6..............................................       .96%          .41%      1.37%
Mutual Shares Securities Fund6.................................................       .60%          .40%      1.00%
<FN>
1The Fund  Administration  Fee is a direct expense for the Templeton  Global Asset  Allocation  Fund, the Templeton  International
Smaller  Companies Fund, the Mutual Discovery  Securities Fund and the Mutual Shares  Securities Fund; other Funds pay for similar
services  indirectly  through the Management  Fee. See  "Management"  in the Trust  Prospectus for further  information  regarding
Management and Fund Administration Fees.
2Franklin  Advisers,  Inc.  agreed in advance to waive a portion of its  Management  Fee and to make  certain  payments  to reduce
expenses of the Money Market Fund during 1996 and is currently  continuing  this  arrangement  in 1997.  This  arrangement  may be
terminated at any time.  With this reduction,  actual  Management Fees and Total Annual Expenses of the Money Market Fund for 1996
were 0.41% and 0.43%, respectively, of the average daily net assets of the Fund.
3Prior to May 1, 1997, the Natural Resources Securities Fund was known as the Precious Metals Fund.
4Net of management fees waived and/or expense  reimbursements.  Although not obligated to, Franklin  Advisers,  Inc. has agreed in
advance to waive a portion of its management  fees and to make certain  payments to reduce expenses of the three Zero Coupon Funds
through at least  December 31, 1997 such that the aggregate  expenses of the Zero Coupon Fund - 2000,  the Zero Coupon Fund - 2005
and the Zero Coupon Fund - 2010 will not exceed  0.40% of each Fund's net assets.  Absent the  management  fee waivers and expense
payments, for the year ended December 31, 1996, the Total Annual Expenses and Management and Fund Administration Fees respectively
would have been as follows: Zero Coupon Fund - 2000, .62% and .60%; Zero Coupon Fund - 2005, .65% and .63%; and Zero Coupon Fund -
2010, .65% and .63%.
5The Templeton  International  Smaller  Companies Fund and the Capital Growth Fund commenced  operations May 1, 1996. The expenses
shown are estimated expenses for the Funds for 1997.
6The Mutual Discovery Securities Fund and the Mutual Shares Securities Fund commenced operations on November 8, 1996. The expenses
shown are estimated expenses for the Funds for 1997. 
</FN>
</TABLE>
    


<PAGE>
<TABLE>
<CAPTION>

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

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

Examples

If the Contract is fully surrendered at the end of the applicable time period and no prior surrenders have occurred,  the Contract
Owner  would have  incurred  the  following  expenses on a $1,000  investment,  assuming a 5% annual  return on assets  compounded
semi-annually:


   
                                                                                      1 Year   3 Years  5 Years 10 Years
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>      <C>      <C>      <C>
Money Market Fund ..................................................................    $63      $ 86     $113     $235
Growth and Income Fund .............................................................    $63      $ 84     $111     $231
Natural Resources Securities Fund...................................................    $64      $ 89     $119     $248
Real Estate Securities Fund ........................................................    $63      $ 87     $115     $240
Utility Equity Fund.................................................................    $63      $ 85     $111     $232
High Income Fund ...................................................................    $63      $ 86     $113     $236
Templeton Global Income Securities Fund ............................................    $64      $ 88     $117     $244
Income Securities Fund .............................................................    $63      $ 85     $111     $232
The U.S. Government Securities Fund.................................................    $63      $ 85     $112     $233
Zero Coupon Fund - 2000+............................................................    $62      $ 82     $106     $222
Zero Coupon Fund - 2005+............................................................    $62      $ 82     $106     $222
Zero Coupon Fund - 2010+............................................................    $62      $ 82     $106     $222
Rising Dividends Fund ..............................................................    $65      $ 93     $125     $259
Templeton International Equity Fund ................................................    $67      $ 97     $131     $273
Templeton Pacific Growth Fund ......................................................    $68      $100     $136     $283
Templeton Global Growth Fund .......................................................    $67      $ 98     $133     $277
Templeton Developing Markets Equity Fund ...........................................    $73      $114     $161     $331
Templeton Global Asset Allocation Fund .............................................    $66      $ 96     $130     $270
Small Cap Fund......................................................................    $66      $ 93     $125     $260
Templeton International Smaller Companies Fund* ....................................    $69      $105     $145     $300
Capital Growth Fund*................................................................    $66      $ 93     $125     $260
Mutual Discovery Securities Fund*...................................................    $72      $111     $155     $320
Mutual Shares Securities Fund*......................................................    $68      $100     $137     $284
<FN>
*Estimated
+Calculated with waiver of fees and reimbursement of expenses
</FN>
</TABLE>
    


<PAGE>


<TABLE>
<CAPTION>
If the  Contract  is not  surrendered  at the end of the  applicable  time  period and no prior  surrenders  have  occurred or are
annuitized,  the Contract Owner would have incurred the following expenses on a $1,000 investment,  assuming a 5% annual return on
assets compounded semi-annually:

   
                                                                                      1 Year   3 Years  5 Years 10 Years
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>       <C>     <C>      <C>
Money Market Fund ..................................................................    $21       $64     $109     $235
Growth and Income Fund .............................................................    $20       $62     $107     $231
Natural Resources Securities Fund ..................................................    $22       $67     $115     $248
Real Estate Securities Fund ........................................................    $21       $65     $111     $240
Utility Equity Fund ................................................................    $20       $63     $108     $232
High Income Fund ...................................................................    $21       $64     $110     $236
Templeton Global Income Securities Fund ............................................    $21       $66     $113     $244
Income Securities Fund .............................................................    $20       $63     $108     $232
The U.S. Government Securities Fund.................................................    $20       $63     $108     $233
Zero Coupon Fund - 2000+............................................................    $19       $60     $102     $222
Zero Coupon Fund - 2005+............................................................    $19       $60     $102     $222
Zero Coupon Fund - 2010+............................................................    $19       $60     $102     $222
Rising Dividends Fund ..............................................................    $23       $71     $121     $259
Templeton International Equity Fund ................................................    $24       $75     $128     $273
Templeton Pacific Growth Fund ......................................................    $25       $78     $133     $283
Templeton Global Growth Fund .......................................................    $25       $76     $130     $277
Templeton Developing Markets Equity Fund ...........................................    $30       $92     $157     $331
Templeton Global Asset Allocation Fund..............................................    $24       $74     $126     $270
Small Cap Fund......................................................................    $23       $71     $121     $260
Templeton International Smaller Companies Fund*.....................................    $27       $83     $141     $300
Capital Growth Fund*................................................................    $23       $71     $121     $260
Mutual Discovery Securities Fund*...................................................    $29       $89     $151     $320
Mutual Shares Securities Fund*......................................................    $25       $78     $133     $284
<FN>
*Estimated
+Calculated with waiver of fees and reimbursement of expenses
</FN>
</TABLE>
    


<PAGE>


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

   
The table below gives per accumulation unit information about the financial history of each Sub-Account from the inception of each
to December 31, 1996.  
    

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

   
                                                    Year         Year         Year       Year        Year     Period from
(Number of units in thousands)                      Ended        Ended        Ended      Ended       Ended   Inception to
                                                  Dec. 31,     Dec. 31,     Dec. 31,   Dec. 31,    Dec. 31,    Dec. 31,
Sub-Accounts:                                       1996         1995         1994       1993        1992        1991
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>           <C>        <C>         <C>         <C>
Money Market
Unit value at beginning of period ............     $12.883     $12.354       $12.066    $11.932     $11.742     $11.623
Unit value at end of period ..................     $13.359     $12.883       $12.354    $12.066     $11.932     $11.742
Number of units outstanding at end of period .       2,433       2,218        2,487         627        301           62
Growth and Income
Unit value at beginning of period ............     $17.310     $13.215       $13.677    $12.574     $11.949     $11.061
Unit value at end of period ..................     $19.490     $17.310       $13.215    $13.677     $12.574     $11.949
Number of units outstanding at end of period .       5,070       4,346        3,452       2,402      1,227          125
Natural Resources Securities*
Unit value at beginning of period ............     $14.109     $13.979       $14.464     $9.424     $10.635     $10.433
Unit value at end of period ..................     $14.467     $14.109       $13.979    $14.464      $9.424     $10.635
Number of units outstanding at end of period .         566         516          647         391         30            5
High Income
Unit value at beginning of period ............     $17.252     $14.608       $15.155    $13.278     $11.583     $11.043
Unit value at end of period ............... ..     $19.375     $17.252       $14.608    $15.155     $13.278     $11.583
Number of units outstanding at end of period .       2,164       2,075        1,710       1,135        266           37
Real Estate Securities
Unit value at beginning of period ............     $18.073     $15.594       $15.369    $13.095     $11.848     $10.787
Unit value at end of period ..................     $23.668     $18.073       $15.594    $15.369     $13.095     $11.848
Number of units outstanding at end of period .         859         794          900         437         77            8
The U.S. Government Securities
Unit value at beginning of period ............     $16.298     $13.835       $14.698    $13.586     $12.798     $12.036
Unit value at end of period ..................     $16.650     $16.298       $13.835    $14.698     $13.586     $12.798
Number of units outstanding at end of period .       6,017       5,089        5,331       6,108      2,266          213
Utility Equity
Unit value at beginning of period ............     $19.565     $15.104       $17.319    $15.889     $14.821     $13.234
Unit value at end of period ..................     $20.654     $19.565       $15.104    $17.319     $15.889     $14.821
Number of units outstanding at end of period .       4,998       5,916        6,317       7,479      2,519          166
Zero Coupon - 2000
Unit value at beginning of period ............     $18.294     $15.373       $16.717    $14.595     $13.570     $12.274
Unit value at end of period ..................     $18.475     $18.294       $15.373    $16.717     $14.595     $13.570
Number of units outstanding at end of period .       1,358       1,416        1,158         795        397            6
Zero Coupon - 2005
Unit value at beginning of period ............     $20.914     $16.096       $18.050    $14.975     $13.705     $12.369
Unit value at end of period ..................     $20.517     $20.914       $16.096    $18.050     $14.975     $13.705
Number of units outstanding at end of period .         428         456          403         341        108            3
Zero Coupon - 2010
Unit value at beginning of period ............     $22.431     $15.930       $18.144    $14.670     $13.482     $12.013
Unit value at end of period ..................     $21.522     $22.431       $15.930    $18.144     $14.670     $13.482
Number of units outstanding at end of period .         348         372          252         193         60            1
Templeton Global Income Securities
Unit value at beginning of period ............     $15.522     $13.726       $14.650    $12.733     $12.962     $12.296
Unit value at end of period ..................     $16.781     $15.522       $13.726    $14.650     $12.733     $12.962
Number of units outstanding at end of period .       1,354       1,472        1,667       1,045        406           47
</TABLE>
    


<PAGE>


<TABLE>
<CAPTION>
   
                                                    Year        Year         Year        Year        Year     Period from
(Number of units in thousands)                      Ended        Ended        Ended      Ended       Ended   Inception to
                                                  Dec  31,     Dec. 31,     Dec. 31,   Dec. 31,    Dec. 31,    Dec. 31,
Sub-Accounts:                                       1996         1995         1994       1993        1992        1991
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>           <C>        <C>         <C>         <C>
Income Securities
Unit value at beginning of period ............     $19.785     $16.392       $17.734    $15.163     $13.580     $12.811
Unit value at end of period ..................     $21.708     $19.785       $16.392    $17.734     $15.163     $13.580
Number of units outstanding at end of period .       4,519       4,567        4,416       2,634        668           35
Templeton Pacific Growth
Unit value at beginning of period ............     $13.630     $12.802       $14.233    $ 9.761      $9.992**        NA
Unit value at end of period ..................     $14.932     $13.630       $12.802    $14.233     $ 9.761          NA
Number of units outstanding at end of period .       1,751       1,811        2,112         915         58           NA
Rising Dividends
Unit value at beginning of period ............     $12.498      $9.769       $10.327    $10.848      $9.992**        NA
Unit value at end of period ..................     $15.303     $12.498        $9.769    $10.327     $10.848          NA
Number of units outstanding at end of period .       3,394       3,182        2,936       2,772        617           NA
Templeton International Equity
Unit value at beginning of period ............     $13.263     $12.161       $12.226     $9.642      $9.992**        NA
Unit value at end of period ..................     $16.081     $13.263       $12.161    $12.226      $9.642          NA
Number of units outstanding at end of period .       4,375       4,073        4,079       1,346         88           NA
Templeton Developing Markets Equity
Unit value at beginning of period ............      $9.582      $9.454        $9.994**       NA         NA           NA
Unit value at end of period ..................     $11.487      $9.582        $9.454         NA         NA           NA
Number of units outstanding at end of period .       1,042         757          591          NA         NA           NA
Templeton Global Growth
Unit value at beginning of period ............     $11.339     $10.201        $9.984**       NA         NA           NA
Unit value at end of period ..................     $13.560     $11.339       $10.201         NA         NA           NA
Number of units outstanding at end of period .       2,146       1,417          921          NA         NA           NA
Templeton Global Asset Allocation
Unit value at beginning of period ............     $10.591     $10.322**        NA           NA        NA            NA
Unit value at end of period ..................     $12.514     $10.591          NA           NA        NA            NA
Number of units outstanding at end of period .         300          36          NA           NA        NA            NA
Small Cap
Unit value at beginning of period ............     $12.517**       NA           NA           NA        NA            NA
Unit value at end of period ..................     $12.913         NA           NA           NA        NA            NA
Number of units outstanding at end of period .         416         NA           NA           NA        NA            NA
Templeton International Smaller Companies
Unit value at beginning of period ............     $10.174**       NA           NA           NA        NA            NA
Unit value at end of period ..................     $11.145         NA           NA           NA        NA            NA
Number of units outstanding at end of period .          65         NA           NA           NA        NA            NA
Capital Growth
Unit value at beginning of period ............     $10.214**       NA           NA           NA        NA            NA
Unit value at end of period ..................     $11.254         NA           NA           NA        NA            NA
Number of units outstanding at end of period .         225         NA           NA           NA        NA            NA
Mutual Discovery Securities
Unit value at beginning of period.............     $10.122**       NA           NA           NA        NA            NA
Unit value at end of period...................      10.180         NA           NA           NA        NA            NA
Number of units outstanding at end of period..          27         NA           NA           NA        NA            NA
Mutual Shares Securities
Unit value at beginning of period.............     $10.112**       NA           NA           NA        NA            NA
Unit value at end of period...................      10.330         NA           NA           NA        NA            NA
Number of units outstanding at end of period..          43         NA           NA           NA        NA            NA
<FN>
*Prior to May 1, 1997, the Natural Resources Securities Sub-Account was known as the Precious Metals Sub-Account.
**Unit Value at inception.
</FN>
</TABLE>
    


<PAGE>


   
The Accumulation Unit Value for each Sub-Account was initially  arbitrarily set.
The inception date for all Sub-Accounts, except those noted below, was September
6, 1991. Inception was 3/10/92 for the Rising Dividends, Templeton International
Equity,  and Templeton  Pacific Growth  Sub-Accounts;  4/25/94 for the Templeton
Global Growth and Templeton Developing Markets Equity  Sub-Accounts;  8/4/95 for
the Templeton  Global Asset  Allocation  Sub-Account;  and 6/10/96 for the Small
Cap,  International  Smaller  Companies  and Capital  Growth  Sub-Accounts;  and
12/2/96  for the  Mutual  Shares  Securities  and  Mutual  Discovery  Securities
Sub-Accounts.
    


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


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

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


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


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

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

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

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


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


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

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

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

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

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

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

The following Funds are available:

FUND SEEKING STABILITY
OF PRINCIPAL AND INCOME
 Money Market Fund

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

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

   
FUNDS SEEKING CAPITAL GROWTH
 Capital Growth Fund
 Mutual Discovery Securities Fund
 Natural  Resources  Securities Fund (formerly,  Precious Metals Fund)
 Small Cap
 Fund Templeton  Developing  Markets  Equity Fund  
 Templeton  Global Growth Fund
 Templeton  International Equity Fund 
 Templeton  International Smaller Companies Fund 
 Templeton Pacific Growth Fund
    

General

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

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

Substitution of Securities

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

Voting Rights

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

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

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


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


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

Deduction for Contingent Deferred
Sales Charge (Sales Load)

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

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

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

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

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

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

Reduction or Elimination of
Contingent Deferred Sales Charge

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

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

Deduction for Mortality and Expense Risk Charge

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

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

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

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

Deduction for Administrative Expense Charge

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

Deduction for Contract Maintenance Charge

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

Deduction for Premium Taxes

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

Deduction for Income Taxes

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

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

Deduction for Transfer Fee

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


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


Ownership

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

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

Assignment

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

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

Beneficiary

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

Change of Beneficiary

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

Annuitant

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

Death of the Contract Owner
Before the Income Date

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

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

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

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

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

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

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

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

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

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

Death of the Annuitant Prior to the Income Date

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

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

Death of the Annuitant After the Income Date

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


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

Income Date

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

Change in Income Date and Annuity Option

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

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

Annuity Options

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

Fixed Options

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

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

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

Variable Options

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

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

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

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

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

The variable options currently available are:

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

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

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


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


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

   
Automatic Investment Plan

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

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

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

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

Allocation of Purchase Payments

   
Purchase  payments are allocated to one or more of the  Sub-Accounts  within the
Variable  Account as  selected  by the  Contract  Owner.  For each  Sub-Account,
purchase  payments  are  converted  into  Accumulation   Units.  The  number  of
Accumulation  Units  credited to the  Contract  is  determined  by dividing  the
purchase  payment  allocated to the Sub-Account by the value of the Accumulation
Unit for the Sub-Account.
    

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

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

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

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

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

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

Transfer of Contract Values

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

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

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

All transfers are subject to the following:

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

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

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

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

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

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

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

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

Dollar Cost Averaging

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

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

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

       

Contract Value

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

Accumulation Unit

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

a.  is the net result of

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

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

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

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

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


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


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


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


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

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

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

Systematic Withdrawal

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

Delay of Payments

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

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

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

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

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

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


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

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


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


Money Market Sub-Account

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

Other Sub-Accounts

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

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

   
The Appendix to this Prospectus contains performance  information that you might
find  informative.  The Mutual Shares  Securities Fund and the Mutual  Discovery
Securities Fund ("New Valuemark  funds") are newly created (November 8,1996) and
therefore do not yet have their own meaningful performance record. However, they
have the same investment objectives and portfolio managers and substantially the
same investment  policies as two corresponding  series of Franklin Mutual Series
Fund Inc. (formerly, Mutual Series Fund Inc.) which have been sold to the public
("Public Funds"). In order to show how the performance of the Public Funds would
have affected Accumulation Unit values, hypothetical performance information was
developed.
    

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

Performance Ranking

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

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


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


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

General

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

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

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

Diversification

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

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

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

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

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

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

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

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

Multiple Contracts

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

Contracts Owned by Other than Natural Persons

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

Tax Treatment of Assignments

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

Income Tax Withholding

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

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

Tax Treatment of Withdrawals -
Non-Qualified Contracts

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

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

Qualified Plans

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

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

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

a.  H.R. 10 Plans

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

b.  Tax-Sheltered Annuities

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

c.  Individual Retirement Annuities

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

d.  Corporate Pension and Profit-Sharing Plans

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

Tax Treatment of Withdrawals -
Qualified Contracts

   
In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.  Section  72(t) of the Code  imposes a 10%  penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Sections 401 (H.R. 10 and Corporate  Pension and
Profit-Sharing  Plans), 403(b) (Tax-Sheltered  Annuities) and 408(b) (Individual
Retirement Annuities).  To the extent amounts are not includible in gross income
because  they have been  properly  rolled over to an IRA or to another  eligible
Qualified  Plan, no tax penalty will be imposed.  The tax penalty will not apply
to the following distributions: (a) if distribution is made on or after the date
on which the Contract Owner or Annuitant (as applicable)  reaches age 591/2; (b)
distributions  following  the  death  or  disability  of the  Contract  Owner or
Annuitant (as applicable) (for this purpose  disability is as defined in Section
72(m)(7) of the Code); (c) after separation from service, distributions that are
part of  substantially  equal periodic  payments made not less  frequently  than
annually for the life (or life  expectancy)  of the Contract  Owner or Annuitant
(as applicable) or the joint lives (or joint life expectancies) of such Contract
Owner  or  Annuitant  (as  applicable)  and  his  designated  beneficiary;   (d)
distributions to a Contract Owner or Annuitant (as applicable) who has separated
from  service  after  he has  attained  age 55;  (e)  distributions  made to the
Contract Owner or Annuitant (as applicable) to the extent such  distributions do
not exceed the amount  allowable  as a deduction  under Code  Section 213 to the
Contract Owner or Annuitant (as  applicable) for amounts paid during the taxable
year for medical care; (f) distributions  made to an alternate payee pursuant to
a qualified  domestic  relations order, and (g) distributions from an Individual
Retirement  Annuity  for the  purchase of medical  insurance  (as  described  in
Section  213(d)(1)(D)  of the  Code) for the  Contract  Owner or  Annuitant  (as
applicable)  and his or her  spouse  and  dependents  if the  Contract  Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks.  This  exception no longer  applies after the Contract Owner or Annuitant
(as applicable) has been re-employed for at least 60 days.

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

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

Tax-Sheltered Annuities - Withdrawal Limitations

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


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


   
Audited financial  statements of the Company and audited financial statements of
the Variable Account as of and for the year ended December 31, 1996 are included
in the Statement of Additional Information.
    


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

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


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

Performance Information of Selected Public Funds

   
The Mutual Shares  Securities  Fund and Mutual  Discovery  Securities Fund ("New
Valuemark  funds")  are newly  created  (November  8, 1996)  series of  Franklin
Valuemark  Funds and have no meaningful  performance  record.  The New Valuemark
funds do, however,  have the same investment  objective and portfolio managers,1
and substantially the same investment  policies,  as two corresponding series of
Franklin Mutual Series Fund Inc. (formerly "Mutual Series Fund Inc.") which have
been sold directly to the public ("Public Funds").  Thus, the performance of the
Public Funds may be considered relevant by investors.
    

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

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

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

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

       

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

<PAGE>

<TABLE>
<CAPTION>
   
1. Public Funds' Historical Performance
                                                                                    Since    Inception
            Periods Ended 12/31/96:             One-Year   Five-Years  Ten-Years  Inception    Date
- ------------------------------------------------------------------------------------------------------------------------------
            <S>                                   <C>       <C>        <C>         <C>            <C>
            Mutual Discovery Fund................24.93%      --         --        22.62 %        12/31/92
            Mutual Shares Fund...................20.76 %   19.06 %     15.36 %            --      7/1/49


2. Hypothetical Accumulation Unit Performance (includes all current recurring expenses of the Separate Account)
                                                                                    Since    Inception
            Periods Ended 12/31/96:             One-Year   Five-Years  Ten-Years  Inception    Date
- ------------------------------------------------------------------------------------------------------------------------------

            Mutual Discovery Securities
             Sub-Account .........................23.20 %     --         --        20.87 %        12/31/92
            Mutual Shares Securities
             Sub-Account .........................19.13 %  17.32 %     13.68 %       --            7/1/49

3. Hypothetical  Accumulation Unit Performance  (includes all current recurring  expenses of the Separate Account and deduction of
the Contingent Deferred Sales Charge and Contract Maintenance Charge)

                                                                                    Since    Inception
            Periods Ended 12/31/96:             One-Year   Five-Years  Ten-Years  Inception    Date
- ------------------------------------------------------------------------------------------------------------------------------

            Mutual Discovery Securities
             Sub-Account..........................18.85 %     --         --         20.68 %        12/31/92
            Mutual Shares Securities
             Sub-Account..........................14.78%   17.21 %     13.65 %       --             7/1/49
</TABLE>
    

<TABLE>
<CAPTION>
Table of Contents of the
Statement of Additional Information
- -------------------------------------------------------

Item                                                 Page
<S>                                                   <C>
Company..........................................     2
Experts .........................................     2
Legal Opinions...................................     2
Distributor......................................     2
Calculation of Performance Data..................     2
 Total Return....................................     2
 Yield ..........................................     2
 Performance Ranking.............................     3
 Performance Information ........................     3
Annuity Provisions ..............................     6
 Variable Annuity Payout ........................     6
 Annuity Unit Value .............................     6
 Fixed Annuity Payout ...........................     6
Financial Statements ............................     6

</TABLE>


                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                        PREFERRED LIFE VARIABLE ACCOUNT C
                                       and
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
   
                                   May 1, 1997
    

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

THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE  INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS,  CALL OR WRITE THE
COMPANY  AT:  152 West  57th  Street,  18th  Floor,  New York,  NY 10019,  (212)
586-7733.
   
THIS  STATEMENT OF ADDITIONAL  INFORMATION  AND THE  PROSPECTUS ARE DATED MAY 1,
1997, AND AS MAY BE AMENDED FROM TIME TO TIME.
    

<TABLE>
<CAPTION>
Table of Contents
- -------------------------------------------------------
Contents                                           Page
<S>                                                   <C>
Company........................................       2
Experts........................................       2
Legal Opinions.................................       2
Distributor....................................       2
Calculation of Performance Data................       2
 Total Return..................................       2
 Yield.........................................       2
 Performance Ranking...........................       3
 Performance Information.......................       3
Annuity Provisions.............................       6
 Variable Annuity Payout.......................       6
 Annuity Unit Value............................       6
 Fixed Annuity Payout..........................       6
Financial Statements...........................       6
</TABLE>
                                                                  V2NY SAI 05/97



<PAGE>



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

Information  regarding  Preferred  Life  Insurance  Company  of  New  York  (the
"Company")  and its  ownership is contained  in the  Prospectus.  The Company is
rated A+e (Superior,  parent rating) by A.M. BEST, an independent analyst of the
insurance  industry.  The  financial  strength  of an  insurance  company may be
relevant insofar as the ability of a company to make fixed annuity payments from
its general account.

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

   
The financial  statements of Preferred Life Variable Account C and the financial
statements  of the  Company  as of and for the  year  ended  December  31,  1996
included  in this  Statement  of  Additional  Information  have been  audited by
_____________________,  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,  LLC, a subsidiary of Allianz Life Insurance  Company of
North America, the Company's parent, acts as the distributor. The offering is on
a continuous basis.
    

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

Total Return

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

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

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

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


<PAGE>

Yield

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

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

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

   
For the seven-day period ending on 12/31/96,  the Money Market Sub-Account had a
current yield of 3.64% and an effective yield of 3.70%.

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

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

                          Yield = 2 [((a-b) + 1)6 - 1]
                                      -----
                                       cd
where:
a = net investment  income earned during the period by the 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 (or one month)  identified  in the sales  literature,
advertisement,  or communication.  Yield calculations  assume that no Contingent
Deferred Sales Charges have been deducted (see the  Prospectus  for  information
regarding the Contingent Deferred Sales Charge).  The Company does not currently
advertise yield  information  for any  Sub-Account  (other than the Money Market
Sub-Account).
    

Performance Ranking

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

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


<PAGE>

Performance Information

   
Total  returns  reflect all aspects of a  Sub-Account's  return,  including  the
automatic reinvestment by Preferred Life Variable Account C of all distributions
and any  change in a  Sub-Account's  value  over the  period.  The  hypothetical
performance of the Sub-Accounts reflects the historical performance of the Funds
whose inception dates preceded the inception dates of the Sub-Accounts.

The returns  reflect the  deduction  of the  Mortality  and Expense Risk Charge,
Administrative  Expense  Charge and the operating  expenses of each Fund and are
shown both with and without  the  deduction  of the  Contingent  Deferred  Sales
Charge and Contract Maintenance Charge.     

<TABLE>
<CAPTION>
   
Standardized  Total Return
Average  Annual Total  Return for the periods  ended  December  31,  1996:
With Contingent Deferred Sales Charge and Other Charges
                                                                              Fund
                                                                            Inception        One       Five       Since
Sub-Account                                                                   Date           Year      Year     Inception
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>          <C>       <C>        <C>               
Capital Growth...........................................................     5/1/96           NA        NA         NA
Growth and Income .......................................................    1/24/89        8.24%    10.14%      8.68%
High Income .............................................................    1/24/89        7.96%    10.70%      8.60%
Income Securities........................................................    1/24/89        5.37%     9.70%     10.18%
Money Market.............................................................    1/24/89       -0.66%     2.45%      3.63%
Mutual Discovery Securities..............................................    11/8/96           NA        NA         NA
Mutual Shares Securities.................................................    11/8/96           NA        NA         NA
Natural Resources Securities*............................................    1/24/89       -1.81%     6.20%      4.67%
Real Estate Securities ..................................................    1/24/89       26.61%    14.72%     11.38%
Rising Dividends.........................................................    1/27/92       18.09%        NA      8.86%
Small Cap................................................................    11/1/95       22.91%        NA     21.42%
Templeton Developing Markets Equity......................................    3/15/94       15.54%        NA      4.24%
Templeton Global Asset Allocation........................................     5/1/95       13.81%        NA     12.32%
Templeton Global Growth..................................................    3/15/94       15.23%        NA     10.74%
Templeton Global Income Securities.......................................    1/24/89        3.75%     5.14%      6.66%
Templeton International Equity...........................................    1/27/92       16.90%        NA      9.97%
Templeton International Smaller Companies ...............................     5/1/96           NA        NA         NA
Templeton Pacific Growth.................................................    1/27/92        5.20%        NA      8.33%
U.S. Government Securities...............................................    3/14/89       -2.19%     5.25%      6.67%
Utility Equity...........................................................    1/24/89        1.22%     6.71%      9.49%
Zero Coupon - 2000.......................................................    3/14/89       -3.36%     6.22%      8.10%
Zero Coupon - 2005.......................................................    3/14/89       -6.25%     8.27%      9.57%
Zero Coupon - 2010.......................................................    3/14/89       -8.40%     9.67%     10.24%
<FN>
*Prior to May 1, 1997, the Natural Resources Securities Sub-Account was known as
the Precious Metals Sub-Account.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Non-Standardized Total Return
Total Return for the periods ended December 31, 1996:
Without Contingent Deferred Sales Charge or Contract Maintenance Charge

                                                          Annual Total Return                  Cumulative Total Return
                                              ------------------------------------------   -------------------------------
                                    Fund
                                  Inception      One       Three      Five       Since       Three     Five       Since
Sub-Account                         Date        Year       Year       Year     Inception     Year      Year     Inception
- --------------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>        <C>       <C>       <C>           <C>       <C>      <C>   
Capital Growth.................     5/1/96          NA         NA         NA         NA         NA         NA     12.54%
Growth and Income..............    1/24/89      12.59%     12.53%     10.28%      8.77%     42.50%     63.10%     94.90%
High Income....................    1/24/89      12.31%      8.53%     10.84%      8.69%     27.84%     67.27%     93.75%
Income Securities..............    1/24/89       9.72%      6.97%      9.84%     10.25%     22.41%     59.85%    117.08%
Money Market...................    1/24/89       3.69%      3.45%      2.61%      3.72%     10.72%     13.78%     33.59%
Mutual Discovery Securities....    11/8/96          NA         NA         NA         NA         NA         NA      1.80%
Mutual Shares Securities.......    11/8/96          NA         NA         NA         NA         NA         NA      3.30%
Natural Resources
 Securities*...................    1/24/89       2.54%      0.01%      6.35%      4.76%      0.03%     36.04%     44.67%
Real Estate Securities.........    1/24/89      30.96%     15.48%     14.84%     11.46%     54.00%     99.76%    136.68%
Rising Dividends...............    1/27/92      22.44%     14.01%         NA      9.01%     48.18%         NA     53.03%
Small Cap......................    11/1/95      27.26%         NA         NA     24.49%         NA         NA     29.13%
Templeton Developing
 Markets Equity................    3/15/94      19.89%         NA         NA      5.08%         NA         NA     14.87%
Templeton Global
 Asset Allocation..............     5/1/95      18.16%         NA         NA     14.36%         NA         NA     25.14%
Templeton Global Growth .......    3/15/94      19.58%         NA         NA     11.49%         NA         NA     35.60%
Templeton Global
 Income Securities.............    1/24/89       8.10%      4.63%      5.30%      6.74%     14.54%     29.46%     67.81%
Templeton International
 Equity........................    1/27/92      21.25%      9.57%         NA     10.11%     31.54%         NA     60.81%
Templeton International
 Smaller Companies.............     5/1/96          NA         NA        NA         NA%         NA         NA     11.45%
Templeton Pacific Growth.......    1/27/92       9.55%      1.61%        NA       8.47%      4.91%         NA     49.32%
U.S. Government
 Securities....................    3/14/89       2.16%      4.24%     5.40%       6.75%     13.28%     30.10%     66.50%
Utility Equity.................    1/24/89       5.57%      6.05%     6.86%       9.57%     19.26%     39.35%    106.54%
Zero Coupon - 2000.............    3/14/89       0.99%      3.39%     6.36%       8.18%     10.51%     36.14%     84.75%
Zero Coupon - 2005.............    3/14/89      -1.90%      4.36%     8.40%       9.64%     13.67%     49.70%    105.17%
Zero Coupon - 2010.............    3/14/89      -4.05%      5.86%     9.81%      10.32%     18.62%     59.63%    115.22%
<FN>
*Prior to May 1, 1997, the Natural Resources Securities Sub-Account was known as
the Precious Metals Sub-Account.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Non-Standardized Total Return
Total Return for the periods ended December 31, 1996:
With Contingent Deferred Sales Charge and Other Charges
                                                                                                     Cumulative
                                                                    Annual Total Return             Total Return
                                                               -------------------------------   ---------------------
                                                    Fund
                                                  Inception      One       Three      Since       Three       Since
Sub-Account                                         Date        Year       Year     Inception     Year      Inception
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>        <C>      <C>           <C>       <C>     
Capital Growth.................................     5/1/96          NA         NA          NA         NA       8.19%
Growth and Income..............................    1/24/89       8.24%     11.85%       8.68%     39.94%      93.69%
High Income....................................    1/24/89       7.96%      7.81%       8.60%     25.30%      92.56%
Income Securities..............................    1/24/89       5.37%      6.23%      10.18%     19.87%     115.90%
Money Market...................................    1/24/89      -0.66%      2.66%       3.63%      8.21%      32.70%
Mutual Discovery Securities....................    11/8/96          NA         NA         NA%         NA      -2.55%
Mutual Shares Securities.......................    11/8/96          NA         NA         NA%         NA      -1.05%
Natural Resources Securities*..................    1/24/89      -1.81%     -0.83%       4.67%     -2.48%      43.72%
Real Estate Securities.........................    1/24/89      26.61%     14.83%      11.38%     51.41%     135.28%
Rising Dividends...............................    1/27/92      18.09%     13.34%       8.86%     45.60%      51.99%
Small Cap......................................    11/1/95      22.91%         NA      21.42%         NA      25.42%
Templeton Developing Markets Equity............    3/15/94      15.54%         NA       4.24%         NA      12.33%
Templeton Global Asset Allocation..............     5/1/95      13.81%         NA      12.32%         NA      21.43%
Templeton Global Growth........................    3/15/94      15.23%         NA      10.74%         NA      33.05%
Templeton Global Income Securities*............    1/24/89       3.75%      3.85%       6.66%     12.01%      66.80%
Templeton International Equity.................    1/27/92      16.90%      8.85%       9.97%     28.98%      59.79%
Templeton International Smaller
 Companies.....................................     5/1/96          NA         NA          NA         NA       7.10%
Templeton Pacific Growth.......................    1/27/92       5.20%      0.79%       8.33%      2.38%      48.36%
U.S. Government Securities.....................    3/14/89      -2.19%      3.46%       6.67%     10.76%      65.51%
Utility Equity.................................    1/24/89       1.22%      5.29%       9.49%     16.72%     105.46%
Zero Coupon - 2000.............................    3/14/89      -3.36%      2.60%       8.10%      7.99%      83.71%
Zero Coupon - 2005.............................    3/14/89      -6.25%      3.58%       9.57%     11.14%     104.06%
Zero Coupon - 2010.............................    3/14/89      -8.40%      5.10%      10.24%     16.09%     114.06%
<FN>
*Prior to May 1, 1997, the Natural Resources Securities Sub-Account was known as
the Precious Metals Sub-Account.
</FN>
</TABLE>
    

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

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

Variable Annuity Payout

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

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

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

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

Annuity Unit Value

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

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

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

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

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

Fixed Annuity Payout

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

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

   
The  audited  financial  statements  of the Company as of and for the year ended
December 31, 1996, 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, 1996 are also included herein.
    
                          

                     
<PAGE>


                                   PART C

                              OTHER INFORMATION

   
Item 24.     Financial Statements and Exhibits

a.   Financial Statements

     To be filed by amendment

b.   Exhibits

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

   *  Incorporated  by reference to  Registrant's  Form N-4 filed on January 19,
      1989.
****  Incorporated by reference to Post-Effective Amendment No. 6 to
      Registrant's Form N-4 as filed on April 30, 1993.
    # Incorporated by reference to Post-Effective Amendment No. 9 to
      Registrant's Form N-4 as filed electronically on October 27, 1995.
   ## Incorporated by reference to Post-Effective Amendment No. 10 to
      Registrants Form N-4 as filed electronically on April 18, 1996.
  ### To be filed by Amendment
    
Item 25.     Directors and Officers of the Depositor

The following are the Officers and Directors of the Company:

<TABLE>
<CAPTION>

Name and Principal              Positions and Offices
Business Address                with Depositor
- -----------------               ------------------------------
<S>                             <C>
Lowell C. Anderson              Director
1750 Hennepin Avenue
Minneapolis, MN 55403

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

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

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

Thomas Duncanson                Director
12778 Mariner Court
Palm City, FL 34990

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

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

Shannon Hendricks               Treasurer
1750 Hennepin Avenue
Minneapolis, MN 55403

Dennis Marion                   Director
500 Valley Road
Wayne, NJ 07470

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

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

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

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

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

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

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

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


</TABLE>

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

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

Item 27.     Number of Contract Owners
   
As of February 14, 1997,  there were 6,200 qualified  Contract Owners and 10,696
non-qualified Contract Owners.
    

Item 28.     Indemnification

The Bylaws of the Company provide that:

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

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted for directors and officers or  controlling  persons of the
Company  pursuant to the foregoing,  or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities


being  registered,  the Company  will,  unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 29.     Principal Underwriters

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

        Allianz Life Variable Account A
        Allianz Life Variable Account B

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

<TABLE>

<CAPTION>


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

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

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

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

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

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

Catherine L. Mielke     Compliance Officer
1750 Hennepin Avenue
Minneapolis, MN 55403

</TABLE>

c.     Not Applicable

Item 30.     Location of Accounts and Records

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

Item 31.     Management Services

Not Applicable

Item 32.     Undertakings

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

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

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

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


                               REPRESENTATIONS

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

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

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

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

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

                                  SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, as amended,  the Registrant has caused this  registration  statement to be
signed on its behalf in the City of Minneapolis and State of Minnesota,  on this
25th day of February, 1997.

<TABLE>

<CAPTION>

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

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

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


     PREFERRED LIFE INSURANCE
     COMPANY OF NEW YORK

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

</TABLE>


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

Signature and Title

<TABLE>

<CAPTION>
   
<S>                   <C>                          <C>
Lowell C. Anderson*   Director
Lowell C. Anderson                                    02-25-97

Howard E. Barnhill*   Director
Howard E. Barnhill                                    02-25-97

Ronald L. Wobbeking*  Chairman, Chief Executive
Ronald L. Wobbeking   Officer and Director            02-25-97

Shannon Hendricks*    Treasurer
Shannon Hendricks                                     02-25-97

Alan A. Grove*        Secretary and Director
Alan A. Grove                                         02-25-97

Thomas G. Brown*      Director
Thomas G. Brown                                       02-25-97

Thomas Duncanson*     Director
Thomas Duncanson                                      02-25-97

Edward J. Bonach*     Director
Edward J. Bonach                                      02-25-97

Robert S. James*      Director
Robert S. James                                       02-25-97

Thomas J. Lynch*      Director
Thomas J. Lynch                                       02-25-97

Dennis Marion*        Director
Dennis Marion                                         02-25-97

Richard M. Murray*    Director
Richard M. Murray                                     02-25-97

Eugene T. Wilkinson*  Director
Eugene T. Wilkinson                                   02-25-97

Eugene Long*          Director
Eugene Long                                           02-25-97

Reinhard W. Obermueller* Director
Reinhard W. Obermueller                               02-25-97

</TABLE>

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

                                      Attorney-in-Fact    



                                   EXHIBITS

                                      TO

                        POST-EFFECTIVE AMENDMENT NO.   12    

                                      TO

                                   FORM N-4

                      PREFERRED LIFE VARIABLE ACCOUNT C

                 PREFERRED LIFE INSURANCE COMPANY OF NEW YORK


                              INDEX TO EXHIBITS


Exhibit                                                             Page
   
EX-99.B13    Calculation of Performance Information
    


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

                    Original Purchase as of December 31, 1995
                     Valuation Date as of December 31, 1996

                                                       Dollar                       Units This   Accum      Accum
    Date                   Transaction                 Amount       Unit Value        Trans      Units      Value
    ----                   -----------                 ------       ----------      ----------   -----      -----  
<S>          <C>                                      <C>           <C>             <C>         <C>        <C>
                                                Growth and Income
12-31-95     Purchase                                  $1,000.00      $17.30965999       57.771   57.771   $1,000.00
12-31-96     Contract Fee                                  (1.00)      19.48959860       (0.051)  57.720    1,124.94
12-31-96     Value before Surr Chg                                     19.48959860        0.000   57.720    1,124.94
12-31-96     Surrender Charge                             (42.50)      19.48959860       (2.181)  55.539    1,082.44
Cumulative and Average Annual Total Returns
             without/with charges                                           12.59% A                           8.24% B

                                                      High Income
12-31-95     Purchase                                  $1,000.00      $17.25181285       57.965   57.965   $1,000.00
12-31-96     Contract Fee                                  (1.00)      19.37479425       (0.052)  57.913    1,122.06
12-31-96     Value before Surr Chg                                     19.37479425        0.000   57.913    1,122.06
12-31-96     Surrender Charge                             (42.50)      19.37479425       (2.194)  55.720    1,079.56
Cumulative and Average Annual Total Returns
             without/with charges                                           12.31% A                           7.96% B

                                                   Income Securities
12-31-95     Purchase                                  $1,000.00      $19.78534185       50.542   50.542   $1,000.00
12-31-96     Contract Fee                                  (1.00)      21.70827863       (0.046)  50.496    1,096.19
12-31-96     Value before Surr Chg                                     21.70827863        0.000   50.496    1,096.19
12-31-96     Surrender Charge                             (42.50)      21.70827863       (1.958)  48.539    1,053.69
Cumulative and Average Annual Total Returns
             without/with charges                                            9.72% A                           5.37% B

                                                     Money Market
12-31-95     Purchase                                  $1,000.00      $12.88349436       77.619   77.619   $1,000.00
12-31-96     Contract Fee                                  (1.00)      13.35923111       (0.075)  77.544    1,035.93
12-31-96     Value before Surr Chg                                     13.35923111        0.000   77.544    1,035.93
12-31-96     Surrender Charge                             (42.50)      13.35923111       (3.181)  74.363      993.43
Cumulative and Average Annual Total Returns
             without/with charges                                            3.69% A                          -0.66% B

                                                      Natural Resources Securities
12-31-95     Purchase                                  $1,000.00      $14.10867153       70.878   70.878   $1,000.00
12-31-96     Contract Fee                                  (1.00)      14.46741645       (0.069)  70.809    1,024.43
12-31-96     Value before Surr Chg                                     14.46741645        0.000   70.809    1,024.43
12-31-96     Surrender Charge                             (42.50)      14.46741645       (2.938)  67.872      981.93
Cumulative and Average Annual Total Returns
             without/with charges                                            2.54% A                          -1.81% B

                                                          Real Estate Securities
12-31-95     Purchase                                  $1,000.00      $18.07282328       55.332   55.332   $1,000.00
12-31-96     Contract Fee                                  (1.00)      23.66770609       (0.042)  55.289    1,308.57
12-31-96     Value before Surr Chg                                     23.66770609        0.000   55.289    1,308.57
12-31-96     Surrender Charge                             (42.50)      23.66770609       (1.796)  53.494    1,266.07
Cumulative and Average Annual Total Returns
             without/with charges                                           30.96% A                          26.61% B

                                                            Rising Dividends
12-31-95     Purchase                                  $1,000.00      $12.49836348       80.010   80.010   $1,000.00
12-31-96     Contract Fee                                  (1.00)      15.30299222       (0.065)  79.945    1,223.40
12-31-96     Value before Surr Chg                                     15.30299222        0.000   79.945    1,223.40
12-31-96     Surrender Charge                             (42.50)      15.30299222       (2.777)  77.168    1,180.90
Cumulative and Average Annual Total Returns
             without/with charges                                           22.44% A                          18.09% B

                                                              Small Cap
12-31-95     Purchase                                  $1,000.00      $10.14638787       98.557   98.557   $1,000.00
12-31-96     Contract Fee                                  (1.00)      12.91274591       (0.077)  98.480    1,271.64
12-31-96     Value before Surr Chg                                     12.91274591        0.000   98.480    1,271.64
12-31-96     Surrender Charge                             (42.50)      12.91274591       (3.291)  95.188    1,229.14
Cumulative and Average Annual Total Returns
             without/with charges                                           27.26% A                          22.91% B

                                          Templeton Developing Markets Equity
12-31-95     Purchase                                  $1,000.00      $ 9.58170209      104.366  104.366   $1,000.00
12-31-96     Contract Fee                                  (1.00)      11.48724479       (0.087) 104.279    1,197.87
12-31-96     Value before Surr Chg                                     11.48724479        0.000  104.279    1,197.87
12-31-96     Surrender Charge                             (42.50)      11.48724479       (3.700) 100.579    1,155.37
Cumulative and Average Annual Total Returns
             without/with charges                                           19.89% A                          15.54% B

                                           Templeton Global Asset Allocation
12-31-95     Purchase                                  $1,000.00      $10.59122588       94.418   94.418   $1,000.00
12-31-96     Contract Fee                                  (1.00)      12.51416879       (0.080)  94.338    1,180.56
12-31-96     Value before Surr Chg                                     12.51416879        0.000   94.338    1,180.56
12-31-96     Surrender Charge                             (42.50)      12.51416879       (3.396)  90.942    1,138.06
Cumulative and Average Annual Total Returns
             without/with charges                                           18.16% A                          13.81% B

                                                Templeton Global Growth
12-31-95     Purchase                                  $1,000.00      $11.33894840       88.192   88.192   $1,000.00
12-31-96     Contract Fee                                  (1.00)      13.55953972       (0.074)  88.118    1,194.84
12-31-96     Value before Surr Chg                                     13.55953972        0.000   88.118    1,194.84
12-31-96     Surrender Charge                             (42.50)      13.55953972       (3.134)  84.984    1,152.34
Cumulative and Average Annual Total Returns
             without/with charges                                           19.58% A                          15.23% B

                                          Templeton Global Income Securities
12-31-95     Purchase                                  $1,000.00      $15.52246997       64.423   64.423   $1,000.00
12-31-96     Contract Fee                                  (1.00)      16.78052472       (0.060)  64.363    1,080.05
12-31-96     Value before Surr Chg                                     16.78052472        0.000   64.363    1,080.05
12-31-96     Surrender Charge                             (42.50)      16.78052472       (2.533)  61.830    1,037.55
Cumulative and Average Annual Total Returns
             without/with charges                                            8.10% A                           3.75% B

                                            Templeton International Equity
12-31-95     Purchase                                  $1,000.00      $13.26267921       75.400   75.400   $1,000.00
12-31-96     Contract Fee                                  (1.00)      16.08142393       (0.062)  75.337    1,211.53
12-31-96     Value before Surr Chg                                     16.08142393        0.000   75.337    1,211.53
12-31-96     Surrender Charge                             (42.50)      16.08142393       (2.643)  72.695    1,169.03
Cumulative and Average Annual Total Returns
             without/with charges                                           21.25% A                          16.90% B

                                               Templeton Pacific Growth
12-31-95     Purchase                                  $1,000.00      $13.63037545       73.366   73.366   $1,000.00
12-31-96     Contract Fee                                  (1.00)      14.93159316       (0.067)  73.299    1,094.46
12-31-96     Value before Surr Chg                                     14.93159316        0.000   73.299    1,094.46
12-31-96     Surrender Charge                             (42.50)      14.93159316       (2.846)  70.452    1,051.96
Cumulative and Average Annual Total Returns
             without/with charges                                            9.55% A                           5.20% B

                                              U.S. Government Securities
12-31-95     Purchase                                  $1,000.00      $16.29770051       61.358   61.358   $1,000.00
12-31-96     Contract Fee                                  (1.00)      16.65018339       (0.060)  61.298    1,020.63
12-31-96     Value before Surr Chg                                     16.65018339        0.000   61.298    1,020.63
12-31-96     Surrender Charge                             (42.50)      16.65018339       (2.553)  58.746      978.13
Cumulative and Average Annual Total Returns
             without/with charges                                            2.16% A                          -2.19% B

                                                    Utility Equity
12-31-95     Purchase                                  $1,000.00      $19.56451758       51.113   51.113   $1,000.00
12-31-96     Contract Fee                                  (1.00)      20.65439774       (0.048)  51.065    1,054.71
12-31-96     Value before Surr Chg                                     20.65439774        0.000   51.065    1,054.71
12-31-96     Surrender Charge                             (42.50)      20.65439774       (2.058)  49.007    1,012.21
Cumulative and Average Annual Total Returns
             without/with charges                                            5.57% A                           1.22% B

                                                  Zero Coupon - 2000
12-31-95     Purchase                                  $1,000.00      $18.29362036       54.664   54.664   $1,000.00
12-31-96     Contract Fee                                  (1.00)      18.47475298       (0.054)  54.610    1,008.90
12-31-96     Value before Surr Chg                                     18.47475298        0.000   54.610    1,008.90
12-31-96     Surrender Charge                             (42.50)      18.47475298       (2.300)  52.309      966.40
Cumulative and Average Annual Total Returns
             without/with charges                                            0.99% A                          -3.36% B

                                                  Zero Coupon - 2005
12-31-95     Purchase                                  $1,000.00      $20.91363234       47.816   47.816   $1,000.00
12-31-96     Contract Fee                                  (1.00)      20.51665706       (0.049)  47.767      980.02
12-31-96     Value before Surr Chg                                     20.51665706        0.000   47.767      980.02
12-31-96     Surrender Charge                             (42.50)      20.51665706       (2.071)  45.695      937.52
Cumulative and Average Annual Total Returns
             without/with charges                                           -1.90% A                          -6.25% B

                                                  Zero Coupon - 2010
12-31-95     Purchase                                  $1,000.00      $22.43134838       44.580   44.580   $1,000.00
12-31-96     Contract Fee                                  (1.00)      21.52246902       (0.046)  44.534      958.48
12-31-96     Value before Surr Chg                                     21.52246902        0.000   44.534      958.48
12-31-96     Surrender Charge                             (42.50)      21.52246902       (1.975)  42.559      915.98
Cumulative and Average Annual Total Returns
             without/with charges                                           -4.05% A                          -8.40% B
<FN>
A = (Unit Value as of December 31, 1996 - Unit Value at Purchase)/Unit Value at Purchase
B = (Accumulated Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                    Original Purchase as of December 31, 1993
                     Valuation Date as of December 31, 1996

                                                        Dollar                  Units This  Accum      Accum
    Date                   Transaction                  Amount      Unit Value     Trans    Units      Value
    ----                   -----------                  ------      ----------  ----------  -----      -----
<S>          <C>                                        <C>         <C>         <C>         <C>       <C> 
                                                Growth and Income
12-31-93     Purchase                                   $1,000.00    $13.67694811   73.116   73.116   $1,000.00
12-31-94     Contract Fee                                   (1.00)    13.21462941   (0.076)  73.040      965.20
12-31-95     Contract Fee                                   (1.00)    17.30965999   (0.058)  72.982    1,263.30
12-31-96     Contract Fee                                   (1.00)    19.48959860   (0.051)  72.931    1,421.40
12-31-96     Value before Surr Chg                                    19.48959860    0.000   72.931    1,421.40
12-31-96     Surrender Charge                              (22.00)    19.48959860   (1.129)  71.802    1,399.40
Cumulative Total Returns without/with chrgs                                42.50% A                      39.94% C
Avg. Annual Total Returns without/with chrgs                               12.53% B                      11.85% D

                                                   High Income
12-31-93     Purchase                                   $1,000.00    $15.15511991   65.984   65.984   $1,000.00
12-31-94     Contract Fee                                   (1.00)    14.60759128   (0.068)  65.916      962.87
12-31-95     Contract Fee                                   (1.00)    17.25181285   (0.058)  65.858    1,136.17
12-31-96     Contract Fee                                   (1.00)    19.37479425   (0.052)  65.806    1,274.98
12-31-96     Value before Surr Chg                                    19.37479425    0.000   65.806    1,274.98
12-31-96     Surrender Charge                              (22.00)    19.37479425   (1.135)  64.671    1,252.98
Cumulative Total Returns without/with chrgs                                27.84% A                      25.30% C
Avg. Annual Total Returns without/with chrgs                                8.53% B                       7.81% D

                                                Income Securities
12-31-93     Purchase                                   $1,000.00    $17.73437317   56.388   56.388   $1,000.00
12-31-94     Contract Fee                                   (1.00)    16.39171653   (0.061)  56.327      923.29
12-31-95     Contract Fee                                   (1.00)    19.78534185   (0.051)  56.276    1,113.44
12-31-96     Contract Fee                                   (1.00)    21.70827863   (0.046)  56.230    1,220.66
12-31-96     Value before Surr Chg                                    21.70827863    0.000   56.230    1,220.66
12-31-96     Surrender Charge                              (22.00)    21.70827863   (1.013)  55.217    1,198.66
Cumulative Total Returns without/with chrgs                                22.41% A                      19.87% C
Avg. Annual Total Returns without/with chrgs                                6.97% B                       6.23% D

                                                   Money Market
12-31-93     Purchase                                   $1,000.00    $12.06579747   82.879   82.879   $1,000.00
12-31-94     Contract Fee                                   (1.00)    12.35398427   (0.081)  82.798    1,022.88
12-31-95     Contract Fee                                   (1.00)    12.88349436   (0.078)  82.720    1,065.73
12-31-96     Contract Fee                                   (1.00)    13.35923111   (0.075)  82.645    1,104.08
12-31-96     Value before Surr Chg                                    13.35923111    0.000   82.645    1,104.08
12-31-96     Surrender Charge                              (22.00)    13.35923111   (1.647)  80.999    1,082.08
Cumulative Total Returns without/with chrgs                                10.72% A                       8.21% C
Avg. Annual Total Returns without/with chrgs                                3.45% B                       2.66% D

                                                      Natural Resources Securities
12-31-93     Purchase                                   $1,000.00    $14.46354903   69.139   69.139   $1,000.00
12-31-94     Contract Fee                                   (1.00)    13.97879422   (0.072)  69.068      965.48
12-31-95     Contract Fee                                   (1.00)    14.10867153   (0.071)  68.997      973.45
12-31-96     Contract Fee                                   (1.00)    14.46741645   (0.069)  68.928      997.21
12-31-96     Value before Surr Chg                                    14.46741645    0.000   68.928      997.21
12-31-96     Surrender Charge                              (22.00)    14.46741645   (1.521)  67.407      975.21
Cumulative Total Returns without/with chrgs                                 0.03% A                      -2.48% C
Avg. Annual Total Returns without/with chrgs                                0.01% B                      -0.83% D

                                              Real Estate Securities
12-31-93     Purchase                                   $1,000.00    $15.36898235   65.066   65.066   $1,000.00
12-31-94     Contract Fee                                   (1.00)    15.59407180   (0.064)  65.002    1,013.65
12-31-95     Contract Fee                                   (1.00)    18.07282328   (0.055)  64.947    1,173.77
12-31-96     Contract Fee                                   (1.00)    23.66770609   (0.042)  64.904    1,536.14
12-31-96     Value before Surr Chg                                    23.66770609    0.000   64.904    1,536.14
12-31-96     Surrender Charge                              (22.00)    23.66770609   (0.930)  63.975    1,514.14
Cumulative Total Returns without/with chrgs                                54.00% A                      51.41% C
Avg. Annual Total Returns without/with chrgs                               15.48% B                      14.83% D

                                                 Rising Dividends
12-31-93     Purchase                                   $1,000.00    $10.32720317   96.832   96.832   $1,000.00
12-31-94     Contract Fee                                   (1.00)     9.76873744   (0.102)  96.729      944.92
12-31-95     Contract Fee                                   (1.00)    12.49836348   (0.080)  96.649    1,207.96
12-31-96     Contract Fee                                   (1.00)    15.30299222   (0.065)  96.584    1,478.02
12-31-96     Value before Surr Chg                                    15.30299222    0.000   96.584    1,478.02
12-31-96     Surrender Charge                              (22.00)    15.30299222   (1.438)  95.146    1,456.02
Cumulative Total Returns without/with chrgs                                48.18% A                      45.60% C
Avg. Annual Total Returns without/with chrgs                               14.01% B                      13.34% D

                                        Templeton Global Income Securities
12-31-93     Purchase                                   $1,000.00    $14.64984870   68.260   68.260   $1,000.00
12-31-94     Contract Fee                                   (1.00)    13.72629720   (0.073)  68.187      935.96
12-31-95     Contract Fee                                   (1.00)    15.52246997   (0.064)  68.123    1,057.43
12-31-96     Contract Fee                                   (1.00)    16.78052472   (0.060)  68.063    1,142.14
12-31-96     Value before Surr Chg                                    16.78052472    0.000   68.063    1,142.14
12-31-96     Surrender Charge                              (22.00)    16.78052472   (1.311)  66.752    1,120.14
Cumulative Total Returns without/with chrgs                                14.54% A                      12.01% C
Avg. Annual Total Returns without/with chrgs                                4.63% B                       3.85% D

                                          Templeton International Equity
12-31-93     Purchase                                   $1,000.00    $12.22565227   81.795   81.795   $1,000.00
12-31-94     Contract Fee                                   (1.00)    12.16131942   (0.082)  81.713      993.74
12-31-95     Contract Fee                                   (1.00)    13.26267921   (0.075)  81.638    1,082.73
12-31-96     Contract Fee                                   (1.00)    16.08142393   (0.062)  81.575    1,311.85
12-31-96     Value before Surr Chg                                    16.08142393    0.000   81.575    1,311.85
12-31-96     Surrender Charge                              (22.00)    16.08142393   (1.368)  80.207    1,289.85
Cumulative Total Returns without/with chrgs                                31.54% A                      28.98% C
Avg. Annual Total Returns without/with chrgs                                9.57% B                       8.85% D

                                             Templeton Pacific Growth
12-31-93     Purchase                                   $1,000.00    $14.23330574   70.258   70.258   $1,000.00
12-31-94     Contract Fee                                   (1.00)    12.80173310   (0.078)  70.180      898.42
12-31-95     Contract Fee                                   (1.00)    13.63037545   (0.073)  70.106      955.57
12-31-96     Contract Fee                                   (1.00)    14.93159316   (0.067)  70.039    1,045.80
12-31-96     Value before Surr Chg                                    14.93159316    0.000   70.039    1,045.80
12-31-96     Surrender Charge                              (22.00)    14.93159316   (1.473)  68.566    1,023.80
Cumulative Total Returns without/with chrgs                                 4.91% A                       2.38% C
Avg. Annual Total Returns without/with chrgs                                1.61% B                       0.79% D

                                            U.S. Government Securities
12-31-93     Purchase                                   $1,000.00    $14.69826319   68.035   68.035   $1,000.00
12-31-94     Contract Fee                                   (1.00)    13.83490825   (0.072)  67.963      940.26
12-31-95     Contract Fee                                   (1.00)    16.29770051   (0.061)  67.902    1,106.64
12-31-96     Contract Fee                                   (1.00)    16.65018339   (0.060)  67.842    1,129.57
12-31-96     Value before Surr Chg                                    16.65018339    0.000   67.842    1,129.57
12-31-96     Surrender Charge                              (22.00)    16.65018339   (1.321)  66.520    1,107.57
Cumulative Total Returns without/with chrgs                                13.28% A                      10.76% C
Avg. Annual Total Returns without/with chrgs                                4.24% B                       3.46% D

                                                  Utility Equity
12-31-93     Purchase                                   $1,000.00    $17.31879581   57.741   57.741   $1,000.00
12-31-94     Contract Fee                                   (1.00)    15.10395032   (0.066)  57.675      871.11
12-31-95     Contract Fee                                   (1.00)    19.56451758   (0.051)  57.623    1,127.37
12-31-96     Contract Fee                                   (1.00)    20.65439774   (0.048)  57.575    1,189.18
12-31-96     Value before Surr Chg                                    20.65439774    0.000   57.575    1,189.18
12-31-96     Surrender Charge                              (22.00)    20.65439774   (1.065)  56.510    1,167.18
Cumulative Total Returns without/with chrgs                                19.26% A                      16.72% C
Avg. Annual Total Returns without/with chrgs                                6.05% B                       5.29% D

                                                Zero Coupon - 2000
12-31-93     Purchase                                   $1,000.00    $16.71742785   59.818   59.818   $1,000.00
12-31-94     Contract Fee                                   (1.00)    15.37318118   (0.065)  59.753      918.59
12-31-95     Contract Fee                                   (1.00)    18.29362036   (0.055)  59.698    1,092.09
12-31-96     Contract Fee                                   (1.00)    18.47475298   (0.054)  59.644    1,101.91
12-31-96     Value before Surr Chg                                    18.47475298    0.000   59.644    1,101.91
12-31-96     Surrender Charge                              (22.00)    18.47475298   (1.191)  58.453    1,079.91
Cumulative Total Returns without/with chrgs                                10.51% A                       7.99% C
Avg. Annual Total Returns without/with chrgs                                3.39% B                       2.60% D

                                                Zero Coupon - 2005
12-31-93     Purchase                                   $1,000.00    $18.04995514   55.402   55.402   $1,000.00
12-31-94     Contract Fee                                   (1.00)    16.09601101   (0.062)  55.340      890.75
12-31-95     Contract Fee                                   (1.00)    20.91363234   (0.048)  55.292    1,156.35
12-31-96     Contract Fee                                   (1.00)    20.51665706   (0.049)  55.243    1,133.40
12-31-96     Value before Surr Chg                                    20.51665706    0.000   55.243    1,133.40
12-31-96     Surrender Charge                              (22.00)    20.51665706   (1.072)  54.171    1,111.40
Cumulative Total Returns without/with chrgs                                13.67% A                      11.14% C
Avg. Annual Total Returns without/with chrgs                                4.36% B                       3.58% D

                                                Zero Coupon - 2010
12-31-93     Purchase                                   $1,000.00    $18.14448916   55.113   55.113   $1,000.00
12-31-94     Contract Fee                                   (1.00)    15.92982416   (0.063)  55.050      876.94
12-31-95     Contract Fee                                   (1.00)    22.43134838   (0.045)  55.006    1,233.85
12-31-96     Contract Fee                                   (1.00)    21.52246902   (0.046)  54.959    1,182.86
12-31-96     Value before Surr Chg                                    21.52246902    0.000   54.959    1,182.86
12-31-96     Surrender Charge                              (22.00)    21.52246902   (1.022)  53.937    1,160.86
Cumulative Total Returns without/with chrgs                                18.62% A                      16.09% C
Avg. Annual Total Returns without/with chrgs                                5.86% B                       5.10% D
<FN>
A = (Unit Value as of December 31, 1996 - Unit Value at Purchase)/Unit Value at Purchase
B = [(A+1)^(1/3 Years)]-1
C = (Accumulated Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/3 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                    Original Purchase as of December 31, 1991
                     Valuation Date as of December 31, 1996

                                           Dollar                       Units This    Accum       Accum
    Date            Transaction            Amount        Unit Value        Trans      Units       Value
    ----            -----------            ------        ----------     ----------    -----       -----
<S>          <C>                           <C>           <C>            <C>           <C>         <C>
                                              Growth and Income
12-31-91     Purchase                       $1,000.00      $11.94928651      83.687     83.687    $1,000.00
12-31-92     Contract Fee                       (1.00)      12.57361730      (0.080)    83.607     1,051.25
12-31-93     Contract Fee                       (1.00)      13.67694811      (0.073)    83.534     1,142.50
12-31-94     Contract Fee                       (1.00)      13.21462941      (0.076)    83.459     1,102.88
12-31-95     Contract Fee                       (1.00)      17.30965999      (0.058)    83.401     1,443.64
12-31-96     Contract Fee                       (1.00)      19.48959860      (0.051)    83.350     1,624.45
12-31-96     Value before Surr Chg                          19.48959860       0.000     83.350     1,624.45
12-31-96     Surrender Charge                   (3.75)      19.48959860      (0.192)    83.157     1,620.70
Cumulative Total Returns without/with chrgs                      63.10% A                            62.07% C
Avg. Annual Total Returns without/with chrgs                     10.28% B                            10.14% D

                                                 High Income
12-31-91     Purchase                       $1,000.00      $11.58287531      86.334     86.334    $1,000.00
12-31-92     Contract Fee                       (1.00)      13.27789297      (0.075)    86.259     1,145.34
12-31-93     Contract Fee                       (1.00)      15.15511991      (0.066)    86.193     1,306.27
12-31-94     Contract Fee                       (1.00)      14.60759128      (0.068)    86.125     1,258.07
12-31-95     Contract Fee                       (1.00)      17.25181285      (0.058)    86.067     1,484.81
12-31-96     Contract Fee                       (1.00)      19.37479425      (0.052)    86.015     1,666.52
12-31-96     Value before Surr Chg                          19.37479425       0.000     86.015     1,666.52
12-31-96     Surrender Charge                   (3.75)      19.37479425      (0.194)    85.821     1,662.77
Cumulative Total Returns without/with chrgs                      67.27% A                            66.28% C
Avg. Annual Total Returns without/with chrgs                     10.84% B                            10.70% D

                                              Income Securities
12-31-91     Purchase                       $1,000.00      $13.58029545      73.636     73.636    $1,000.00
12-31-92     Contract Fee                       (1.00)      15.16252410      (0.066)    73.570     1,115.51
12-31-93     Contract Fee                       (1.00)      17.73437317      (0.056)    73.514     1,303.72
12-31-94     Contract Fee                       (1.00)      16.39171653      (0.061)    73.453     1,204.02
12-31-95     Contract Fee                       (1.00)      19.78534185      (0.051)    73.402     1,452.29
12-31-96     Contract Fee                       (1.00)      21.70827863      (0.046)    73.356     1,592.44
12-31-96     Value before Surr Chg                          21.70827863       0.000     73.356     1,592.44
12-31-96     Surrender Charge                   (3.75)      21.70827863      (0.173)    73.183     1,588.69
Cumulative Total Returns without/with chrgs                      59.85% A                            58.87% C
Avg. Annual Total Returns without/with chrgs                      9.84% B                             9.70% D

                                                Money Market
12-31-91     Purchase                       $1,000.00      $11.74177967      85.166     85.166    $1,000.00
12-31-92     Contract Fee                       (1.00)      11.93209752      (0.084)    85.082     1,015.21
12-31-93     Contract Fee                       (1.00)      12.06579747      (0.083)    84.999     1,025.58
12-31-94     Contract Fee                       (1.00)      12.35398427      (0.081)    84.918     1,049.08
12-31-95     Contract Fee                       (1.00)      12.88349436      (0.078)    84.841     1,093.04
12-31-96     Contract Fee                       (1.00)      13.35923111      (0.075)    84.766     1,132.41
12-31-96     Value before Surr Chg                          13.35923111       0.000     84.766     1,132.41
12-31-96     Surrender Charge                   (3.75)      13.35923111      (0.281)    84.485     1,128.66
Cumulative Total Returns without/with chrgs                      13.78% A                            12.87% C
Avg. Annual Total Returns without/with chrgs                      2.61% B                             2.45% D

                                               Natural Resources Securities
12-31-91     Purchase                       $1,000.00      $10.63476279      94.031     94.031    $1,000.00
12-31-92     Contract Fee                       (1.00)       9.42437104      (0.106)    93.925       885.19
12-31-93     Contract Fee                       (1.00)      14.46354903      (0.069)    93.856     1,357.49
12-31-94     Contract Fee                       (1.00)      13.97879422      (0.072)    93.784     1,310.99
12-31-95     Contract Fee                       (1.00)      14.10867153      (0.071)    93.714     1,322.17
12-31-96     Contract Fee                       (1.00)      14.46741645      (0.069)    93.644     1,354.79
12-31-96     Value before Surr Chg                          14.46741645       0.000     93.644     1,354.79
12-31-96     Surrender Charge                   (3.75)      14.46741645      (0.259)    93.385     1,351.04
Cumulative Total Returns without/with chrgs                      36.04% A                            35.10% C
Avg. Annual Total Returns without/with chrgs                      6.35% B                             6.20% D

                                           Real Estate Securities
12-31-91     Purchase                       $1,000.00      $11.84810701      84.402     84.402    $1,000.00
12-31-92     Contract Fee                       (1.00)      13.09547341      (0.076)    84.325     1,104.28
12-31-93     Contract Fee                       (1.00)      15.36898235      (0.065)    84.260     1,294.99
12-31-94     Contract Fee                       (1.00)      15.59407180      (0.064)    84.196     1,312.96
12-31-95     Contract Fee                       (1.00)      18.07282328      (0.055)    84.141     1,520.66
12-31-96     Contract Fee                       (1.00)      23.66770609      (0.042)    84.099     1,990.42
12-31-96     Value before Surr Chg                          23.66770609       0.000     84.099     1,990.42
12-31-96     Surrender Charge                   (3.75)      23.66770609      (0.158)    83.940     1,986.67
Cumulative Total Returns without/with chrgs                      99.76% A                            98.67% C
Avg. Annual Total Returns without/with chrgs                     14.84% B                            14.72% D

                                     Templeton Global Income Securities
12-31-91     Purchase                       $1,000.00      $12.96200318      77.149     77.149    $1,000.00
12-31-92     Contract Fee                       (1.00)      12.73250766      (0.079)    77.070       981.29
12-31-93     Contract Fee                       (1.00)      14.64984870      (0.068)    77.002     1,128.06
12-31-94     Contract Fee                       (1.00)      13.72629720      (0.073)    76.929     1,055.95
12-31-95     Contract Fee                       (1.00)      15.52246997      (0.064)    76.864     1,193.13
12-31-96     Contract Fee                       (1.00)      16.78052472      (0.060)    76.805     1,288.83
12-31-96     Value before Surr Chg                          16.78052472       0.000     76.805     1,288.83
12-31-96     Surrender Charge                   (3.75)      16.78052472      (0.223)    76.581     1,285.08
Cumulative Total Returns without/with chrgs                      29.46% A                            28.51% C
Avg. Annual Total Returns without/with chrgs                      5.30% B                             5.14% D


                                         U.S. Government Securities
12-31-91     Purchase                       $1,000.00      $12.79761583      78.140     78.140    $1,000.00
12-31-92     Contract Fee                       (1.00)      13.58621153      (0.074)    78.066     1,060.62
12-31-93     Contract Fee                       (1.00)      14.69826319      (0.068)    77.998     1,146.43
12-31-94     Contract Fee                       (1.00)      13.83490825      (0.072)    77.926     1,078.09
12-31-95     Contract Fee                       (1.00)      16.29770051      (0.061)    77.864     1,269.01
12-31-96     Contract Fee                       (1.00)      16.65018339      (0.060)    77.804     1,295.45
12-31-96     Value before Surr Chg                          16.65018339       0.000     77.804     1,295.45
12-31-96     Surrender Charge                   (3.75)      16.65018339      (0.225)    77.579     1,291.70
Cumulative Total Returns without/with chrgs                      30.10% A                            29.17% C
Avg. Annual Total Returns without/with chrgs                      5.40% B                             5.25% D

                                               Utility Equity
12-31-91     Purchase                       $1,000.00      $14.82143005      67.470     67.470    $1,000.00
12-31-92     Contract Fee                       (1.00)      15.88865152      (0.063)    67.407     1,071.01
12-31-93     Contract Fee                       (1.00)      17.31879581      (0.058)    67.349     1,166.41
12-31-94     Contract Fee                       (1.00)      15.10395032      (0.066)    67.283     1,016.24
12-31-95     Contract Fee                       (1.00)      19.56451758      (0.051)    67.232     1,315.36
12-31-96     Contract Fee                       (1.00)      20.65439774      (0.048)    67.183     1,387.63
12-31-96     Value before Surr Chg                          20.65439774       0.000     67.183     1,387.63
12-31-96     Surrender Charge                   (3.75)      20.65439774      (0.182)    67.002     1,383.88
Cumulative Total Returns without/with chrgs                      39.35% A                            38.39% C
Avg. Annual Total Returns without/with chrgs                      6.86% B                             6.71% D

                                             Zero Coupon - 2000
12-31-91     Purchase                       $1,000.00      $13.57017992      73.691     73.691    $1,000.00
12-31-92     Contract Fee                       (1.00)      14.59489368      (0.069)    73.622     1,074.51
12-31-93     Contract Fee                       (1.00)      16.71742785      (0.060)    73.563     1,229.78
12-31-94     Contract Fee                       (1.00)      15.37318118      (0.065)    73.498     1,129.89
12-31-95     Contract Fee                       (1.00)      18.29362036      (0.055)    73.443     1,343.54
12-31-96     Contract Fee                       (1.00)      18.47475298      (0.054)    73.389     1,355.84
12-31-96     Value before Surr Chg                          18.47475298       0.000     73.389     1,355.84
12-31-96     Surrender Charge                   (3.75)      18.47475298      (0.203)    73.186     1,352.09
Cumulative Total Returns without/with chrgs                      36.14% A                            35.21% C
Avg. Annual Total Returns without/with chrgs                      6.36% B                             6.22% D
 
                                             Zero Coupon - 2005
12-31-91     Purchase                       $1,000.00      $13.70496151      72.966     72.966    $1,000.00
12-31-92     Contract Fee                       (1.00)      14.97467685      (0.067)    72.899     1,091.65
12-31-93     Contract Fee                       (1.00)      18.04995514      (0.055)    72.844     1,314.83
12-31-94     Contract Fee                       (1.00)      16.09601101      (0.062)    72.782     1,171.50
12-31-95     Contract Fee                       (1.00)      20.91363234      (0.048)    72.734     1,521.14
12-31-96     Contract Fee                       (1.00)      20.51665706      (0.049)    72.685     1,491.26
12-31-96     Value before Surr Chg                          20.51665706       0.000     72.685     1,491.26
12-31-96     Surrender Charge                   (3.75)      20.51665706      (0.183)    72.503     1,487.51
Cumulative Total Returns without/with chrgs                      49.70% A                            48.75% C
Avg. Annual Total Returns without/with chrgs                      8.40% B                             8.27% D

                                             Zero Coupon - 2010
12-31-91     Purchase                       $1,000.00      $13.48230431      74.171     74.171    $1,000.00
12-31-92     Contract Fee                       (1.00)      14.66961344      (0.068)    74.103     1,087.06
12-31-93     Contract Fee                       (1.00)      18.14448916      (0.055)    74.048     1,343.56
12-31-94     Contract Fee                       (1.00)      15.92982416      (0.063)    73.985     1,178.57
12-31-95     Contract Fee                       (1.00)      22.43134838      (0.045)    73.941     1,658.59
12-31-96     Contract Fee                       (1.00)      21.52246902      (0.046)    73.894     1,590.39
12-31-96     Value before Surr Chg                          21.52246902       0.000     73.894     1,590.39
12-31-96     Surrender Charge                   (3.75)      21.52246902      (0.174)    73.720     1,586.64
Cumulative Total Returns without/with chrgs                      59.63% A                            58.66% C
Avg. Annual Total Returns without/with chrgs                      9.81% B                             9.67% D
<FN>
A = (Unit Value as of December 31, 1996 - Unit Value at Purchase)/Unit Value at Purchase
B = [(A+1)^(1/5 Years)]-1
C = (Accumulated Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/5 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                  Original Purchase as of Sub-Account Inception
                     Valuation Date as of December 31, 1996

                                                       Dollar                   Units This  Accum      Accum
    Date                   Transaction                 Amount      Unit Value      Trans    Units      Value
    ----                   -----------                 ------      ----------   ----------  -----      -----
<S>           <C>                                     <C>          <C>          <C>         <C>       <C>
                                                  Capital Growth
5-1-96        Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
12-31-96      Contract Fee                                (1.00)    11.25417490    (0.089)   99.911    1,124.42
12-31-96      Value before Surr Chg                                  11.25417490     0.000   99.911    1,124.42
12-31-96      Surrender Charge                            (42.50)    11.25417490    (3.776)  96.135    1,081.92
Cumulative Total Returns without/with chgs                                12.54% A                        8.19% C
Avg. Annual Total Returns without/with chgs                                   NA B                           NA D

                                                Growth and Income
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)     9.60621064    (0.104)  99.896      959.62
1-24-91       Contract Fee                                 (1.00)    10.04911751    (0.100)  99.796    1,002.87
1-24-92       Contract Fee                                 (1.00)    12.19460473    (0.082)  99.714    1,215.98
1-24-93       Contract Fee                                 (1.00)    12.62194644    (0.079)  99.635    1,257.59
1-24-94       Contract Fee                                 (1.00)    14.16249217    (0.071)  99.565    1,410.08
1-24-95       Contract Fee                                 (1.00)    13.34952632    (0.075)  99.490    1,328.14
1-24-96       Contract Fee                                 (1.00)    17.36302808    (0.058)  99.432    1,726.44
12-31-96      Value before Surr Chg                                  19.48959860     0.000   99.432    1,937.89
12-31-96      Contract Fee                                 (1.00)    19.48959860    (0.051)  99.381    1,936.89
12-31-96      Surrender Charge                              0.00     19.48959860     0.000   99.381    1,936.89
Cumulative Total Returns without/with chgs                                94.90% A                       93.69% C
Avg. Annual Total Returns without/with chgs                                8.77% B                        8.68% D

                                                   High Income
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)     9.99164502    (0.100)  99.900      998.16
1-24-91       Contract Fee                                 (1.00)     8.99722270    (0.111)  99.789      897.82
1-24-92       Contract Fee                                 (1.00)    11.88821941    (0.084)  99.705    1,185.31
1-24-93       Contract Fee                                 (1.00)    13.44703876    (0.074)  99.630    1,339.73
1-24-94       Contract Fee                                 (1.00)    15.36027784    (0.065)  99.565    1,529.35
1-24-95       Contract Fee                                 (1.00)    14.72506391    (0.068)  99.497    1,465.10
1-24-96       Contract Fee                                 (1.00)    17.51218685    (0.057)  99.440    1,741.41
12-31-96      Value before Surr Chg                                  19.37479425     0.000   99.440    1,926.63
12-31-96      Contract Fee                                 (1.00)    19.37479425    (0.052)  99.389    1,925.63
12-31-96      Surrender Charge                              0.00     19.37479425     0.000   99.389    1,925.63
Cumulative Total Returns without/with chgs                                93.75% A                       92.56% C
Avg. Annual Total Returns without/with chgs                                8.69% B                        8.60% D

                                                Income Securities
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)    10.71309911    (0.093)  99.907    1,070.31
1-24-91       Contract Fee                                 (1.00)     9.95244729    (0.100)  99.806      993.32
1-24-92       Contract Fee                                 (1.00)    14.03346495    (0.071)  99.735    1,399.63
1-24-93       Contract Fee                                 (1.00)    15.36060973    (0.065)  99.670    1,530.99
1-24-94       Contract Fee                                 (1.00)    17.72926867    (0.056)  99.613    1,766.07
1-24-95       Contract Fee                                 (1.00)    16.36456157    (0.061)  99.552    1,629.13
1-24-96       Contract Fee                                 (1.00)    20.20965612    (0.049)  99.503    2,010.92
12-31-96      Value before Surr Chg                                  21.70827863     0.000   99.503    2,160.04
12-31-96      Contract Fee                                 (1.00)    21.70827863    (0.046)  99.457    2,159.04
12-31-96      Surrender Charge                              0.00     21.70827863     0.000   99.457    2,159.04
Cumulative Total Returns without/with chgs                               117.08% A                      115.90% C
Avg. Annual Total Returns without/with chgs                               10.25% B                       10.18% D

                                                 Money Market
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)    10.67978818    (0.094)  99.906    1,066.98
1-24-91       Contract Fee                                 (1.00)    11.32877884    (0.088)  99.818    1,130.82
1-24-92       Contract Fee                                 (1.00)    11.75876120    (0.085)  99.733    1,172.74
1-24-93       Contract Fee                                 (1.00)    11.94119334    (0.084)  99.649    1,189.93
1-24-94       Contract Fee                                 (1.00)    12.07592840    (0.083)  99.566    1,202.36
1-24-95       Contract Fee                                 (1.00)    12.38828249    (0.081)  99.486    1,232.46
1-24-96       Contract Fee                                 (1.00)    12.92030455    (0.077)  99.408    1,284.39
12-31-96      Value before Surr Chg                                  13.35923111     0.000   99.408    1,328.02
12-31-96      Contract Fee                                 (1.00)    13.35923111    (0.075)  99.334    1,327.02
12-31-96      Surrender Charge                              0.00     13.35923111     0.000   99.334    1,327.02
Cumulative Total Returns without/with chgs                                33.59% A                       32.70% C
Avg. Annual Total Returns without/with chgs                                3.72% B                        3.63% D

                                          Mutual Discovery Securities
11-8-96       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
12-31-96      Contract Fee                                 (1.00)    10.18045638    (0.098)  99.902    1,017.05
12-31-96      Value before Surr Chg                                  10.18045638     0.000   99.902    1,017.05
12-31-96      Surrender Charge                            (42.50)    10.18045638    (4.175)  95.727      974.55
Cumulative Total Returns without/with chgs                                 1.80% A                       -2.55% C
Avg. Annual Total Returns without/with chgs                                   NA B                           NA D


                                           Mutual Shares Securities
11-8-96       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
12-31-96      Contract Fee                                 (1.00)    10.33016898    (0.097)  99.903    1,032.02
12-31-96      Value before Surr Chg                                  10.33016898     0.000   99.903    1,032.02
12-31-96      Surrender Charge                            (42.50)    10.33016898    (4.114)  95.789      989.52
Cumulative Total Returns without/with chgs                                 3.30% A                       -1.05% C
Avg. Annual Total Returns without/with chgs                                   NA B                           NA D

                                                Natural Resources Securities
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)    12.89722725    (0.078)  99.922    1,288.72
1-24-91       Contract Fee                                 (1.00)     9.78594476    (0.102)  99.820      976.84
1-24-92       Contract Fee                                 (1.00)    10.94243678    (0.091)  99.729    1,091.28
1-24-93       Contract Fee                                 (1.00)     9.15485419    (0.109)  99.620      912.00
1-24-94       Contract Fee                                 (1.00)    14.48022000    (0.069)  99.551    1,441.51
1-24-95       Contract Fee                                 (1.00)    13.03370860    (0.077)  99.474    1,296.51
1-24-96       Contract Fee                                 (1.00)    15.98656882    (0.063)  99.411    1,589.25
12-31-96      Value before Surr Chg                                  14.46741645     0.000   99.411    1,438.22
12-31-96      Contract Fee                                 (1.00)    14.46741645    (0.069)  99.342    1,437.22
12-31-96      Surrender Charge                              0.00     14.46741645     0.000   99.342    1,437.22
Cumulative Total Returns without/with chgs                                44.67% A                       43.72% C
Avg. Annual Total Returns without/with chgs                                4.76% B                        4.67% D

                                            Real Estate Securities
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)    10.13988901    (0.099)  99.901    1,012.99
1-24-91       Contract Fee                                 (1.00)     9.37706788    (0.107)  99.795      935.78
1-24-92       Contract Fee                                 (1.00)    12.28427530    (0.081)  99.713    1,224.91
1-24-93       Contract Fee                                 (1.00)    13.54478625    (0.074)  99.640    1,349.60
1-24-94       Contract Fee                                 (1.00)    15.37525910    (0.065)  99.574    1,530.98
1-24-95       Contract Fee                                 (1.00)    15.00928122    (0.067)  99.508    1,493.54
1-24-96       Contract Fee                                 (1.00)    18.15857148    (0.055)  99.453    1,805.92
12-31-96      Value before Surr Chg                                  23.66770609     0.000   99.453    2,353.82
12-31-96      Contract Fee                                 (1.00)    23.66770609    (0.042)  99.411    2,352.82
12-31-96      Surrender Charge                              0.00     23.66770609     0.000   99.411    2,352.82
Cumulative Total Returns without/with chgs                               136.68% A                      135.28% C
Avg. Annual Total Returns without/with chgs                               11.46% B                       11.38% D

                                               Rising Dividends
1-27-92       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-27-93       Contract Fee                                 (1.00)    10.69831588    (0.093)  99.907    1,068.83
1-27-94       Contract Fee                                 (1.00)    10.38483458    (0.096)  99.810    1,036.51
1-27-95       Contract Fee                                 (1.00)     9.97357882    (0.100)  99.710      994.47
1-27-96       Contract Fee                                 (1.00)    12.53425589    (0.080)  99.630    1,248.79
12-31-96      Value before Surr Chg                                  15.30299222     0.000   99.630    1,524.64
12-31-96      Contract Fee                                 (1.00)    15.30299222    (0.065)  99.565    1,523.64
12-31-96      Surrender Charge                             (3.75)    15.30299222    (0.245)  99.320    1,519.89
Cumulative Total Returns without/with chgs                                53.03% A                       51.99% C
Avg. Annual Total Returns without/with chgs                                9.01% B                        8.86% D

                                                   Small Cap
11-1-95       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
11-1-96       Contract Fee                                 (1.00)    12.15810442    (0.082)  99.918    1,214.81
12-31-96      Value before Surr Chg                                  12.91274591     0.000   99.918    1,290.21
12-31-96      Contract Fee                                 (1.00)    12.91274591    (0.077)  99.840    1,289.21
12-31-96      Surrender Charge                            (35.00)    12.91274591    (2.711)  97.130    1,254.21
Cumulative Total Returns without/with chgs                                29.13% A                       25.42% C
Avg. Annual Total Returns without/with chgs                               24.49% B                       21.42% D

                                       Templeton Developing Markets Equity
3-15-94       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
3-15-95       Contract Fee                                 (1.00)     8.62834892    (0.116)  99.884      861.83
3-15-96       Contract Fee                                 (1.00)    10.29583833    (0.097)  99.787    1,027.39
12-31-96      Value before Surr Chg                                  11.48724479     0.000   99.787    1,146.28
12-31-96      Contract Fee                                 (1.00)    11.48724479    (0.087)  99.700    1,145.28
12-31-96      Surrender Charge                            (22.00)    11.48724479    (1.915)  97.785    1,123.28
Cumulative Total Returns without/with chgs                                14.87% A                       12.33% C
Avg. Annual Total Returns without/with chgs                                5.08% B                        4.24% D

                                       Templeton Global Asset Allocation
5-1-95        Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
5-1-96        Contract Fee                                 (1.00)    11.25238520    (0.089)  99.911    1,124.24
12-31-96      Value before Surr Chg                                  12.51416879     0.000   99.911    1,250.30
12-31-96      Contract Fee                                 (1.00)    12.51416879    (0.080)  99.831    1,249.30
12-31-96      Surrender Charge                            (35.00)    12.51416879    (2.797)  97.034    1,214.30
Cumulative Total Returns without/with chgs                                25.14% A                       21.43% C
Avg. Annual Total Returns without/with chgs                               14.36% B                       12.32% D

                                            Templeton Global Growth
3-15-94       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
3-15-95       Contract Fee                                 (1.00)    10.10361218    (0.099)  99.901    1,009.36
3-15-96       Contract Fee                                 (1.00)    11.81545835    (0.085)  99.816    1,179.38
12-31-96      Value before Surr Chg                                  13.55953972     0.000   99.816    1,353.46
12-31-96      Contract Fee                                 (1.00)    13.55953972    (0.074)  99.743    1,352.46
12-31-96      Surrender Charge                            (22.00)    13.55953972    (1.622)  98.120    1,330.46
Cumulative Total Returns without/with chgs                                35.60% A                       33.05% C
Avg. Annual Total Returns without/with chgs                               11.49% B                       10.74% D

                                      Templeton Global Income Securities
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)    10.86134310    (0.092)  99.908    1,085.13
1-24-91       Contract Fee                                 (1.00)    11.78457305    (0.085)  99.823    1,176.37
1-24-92       Contract Fee                                 (1.00)    12.96036211    (0.077)  99.746    1,292.74
1-24-93       Contract Fee                                 (1.00)    12.79597793    (0.078)  99.668    1,275.35
1-24-94       Contract Fee                                 (1.00)    14.83430587    (0.067)  99.600    1,477.50
1-24-95       Contract Fee                                 (1.00)    13.57814674    (0.074)  99.527    1,351.39
1-24-96       Contract Fee                                 (1.00)    15.44939311    (0.065)  99.462    1,536.63
12-31-96      Value before Surr Chg                                  16.78052472     0.000   99.462    1,669.02
12-31-96      Contract Fee                                 (1.00)    16.78052472    (0.060)  99.402    1,668.02
12-31-96      Surrender Charge                              0.00     16.78052472     0.000   99.402    1,668.02
Cumulative Total Returns without/with chgs                                67.81% A                       66.80% C
Avg. Annual Total Returns without/with chgs                                6.74% B                        6.66% D

                                        Templeton International Equity
1-27-92       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-27-93       Contract Fee                                 (1.00)     9.54360836    (0.105)  99.895      953.36
1-27-94       Contract Fee                                 (1.00)    12.87738433    (0.078)  99.818    1,285.39
1-27-95       Contract Fee                                 (1.00)    11.94433728    (0.084)  99.734    1,191.25
1-27-96       Contract Fee                                 (1.00)    13.57666972    (0.074)  99.660    1,353.05
12-31-96      Value before Surr Chg                                  16.08142393     0.000   99.660    1,602.68
12-31-96      Contract Fee                                 (1.00)    16.08142393    (0.062)  99.598    1,601.68
12-31-96      Surrender Charge                             (3.75)    16.08142393    (0.233)  99.365    1,597.93
Cumulative Total Returns without/with chgs                                60.81% A                       59.79% C
Avg. Annual Total Returns without/with chgs                               10.11% B                        9.97% D

                                   Templeton International Smaller Companies
5-1-96        Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
12-31-96      Value before Surr Chg                                  11.14519961     0.000  100.000    1,114.52
12-31-96      Contract Fee                                 (1.00)    11.14519961    (0.090)  99.910    1,113.52
12-31-96      Surrender Charge                            (42.50)    11.14519961    (3.813)  96.097    1,071.02
Cumulative Total Returns without/with chgs                                11.45% A                        7.10% C
Avg. Annual Total Returns without/with chgs                                   NA B                           NA D

                                           Templeton Pacific Growth
1-27-92       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-27-93       Contract Fee                                 (1.00)     9.92851087    (0.101)  99.899      991.85
1-27-94       Contract Fee                                 (1.00)    14.10178760    (0.071)  99.828    1,407.76
1-27-95       Contract Fee                                 (1.00)    11.94769270    (0.084)  99.745    1,191.72
1-27-96       Contract Fee                                 (1.00)    14.49670523    (0.069)  99.676    1,444.97
12-31-96      Value before Surr Chg                                  14.93159316     0.000   99.676    1,488.32
12-31-96      Contract Fee                                 (1.00)    14.93159316    (0.067)  99.609    1,487.32
12-31-96      Surrender Charge                             (3.75)    14.93159316    (0.251)  99.358    1,483.57
Cumulative Total Returns without/with chgs                                49.32% A                       48.36% C
Avg. Annual Total Returns without/with chgs                                8.47% B                        8.33% D

                                          U.S. Government Securities
3-14-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
3-14-90       Contract Fee                                 (1.00)    10.30827187    (0.097)  99.903    1,029.83
3-14-91       Contract Fee                                 (1.00)    11.46249369    (0.087)  99.816    1,144.14
3-14-92       Contract Fee                                 (1.00)    12.40064739    (0.081)  99.735    1,236.78
3-14-93       Contract Fee                                 (1.00)    14.10187466    (0.071)  99.664    1,405.45
3-14-94       Contract Fee                                 (1.00)    14.26756989    (0.070)  99.594    1,420.97
3-14-95       Contract Fee                                 (1.00)    14.67370156    (0.068)  99.526    1,460.41
3-14-96       Contract Fee                                 (1.00)    15.92525376    (0.063)  99.463    1,583.98
12-31-96      Value before Surr Chg                                  16.65018339     0.000   99.463    1,656.08
12-31-96      Contract Fee                                 (1.00)    16.65018339    (0.060)  99.403    1,655.08
12-31-96      Surrender Charge                              0.00     16.65018339     0.000   99.403    1,655.08
Cumulative Total Returns without/with chgs                                66.50% A                       65.51% C
Avg. Annual Total Returns without/with chgs                                6.75% B                        6.67% D

                                                Utility Equity
1-24-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
1-24-90       Contract Fee                                 (1.00)    11.48396786    (0.087)  99.913    1,147.40
1-24-91       Contract Fee                                 (1.00)    11.97256112    (0.084)  99.829    1,195.21
1-24-92       Contract Fee                                 (1.00)    14.23979461    (0.070)  99.759    1,420.55
1-24-93       Contract Fee                                 (1.00)    15.97559846    (0.063)  99.697    1,592.71
1-24-94       Contract Fee                                 (1.00)    16.50535338    (0.061)  99.636    1,644.53
1-24-95       Contract Fee                                 (1.00)    15.57082971    (0.064)  99.572    1,550.42
1-24-96       Contract Fee                                 (1.00)    19.81799066    (0.050)  99.521    1,972.31
12-31-96      Value before Surr Chg                                  20.65439774     0.000   99.521    2,055.55
12-31-96      Contract Fee                                 (1.00)    20.65439774    (0.048)  99.473    2,054.55
12-31-96      Surrender Charge                              0.00     20.65439774     0.000   99.473    2,054.55
Cumulative Total Returns without/with chgs                               106.54% A                      105.46% C
Avg. Annual Total Returns without/with chgs                                9.57% B                        9.49% D

                                              Zero Coupon - 2000
3-14-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
3-14-90       Contract Fee                                 (1.00)    10.38718687    (0.096)  99.904    1,037.72
3-14-91       Contract Fee                                 (1.00)    11.51435997    (0.087)  99.817    1,149.33
3-14-92       Contract Fee                                 (1.00)    12.66478418    (0.079)  99.738    1,263.16
3-14-93       Contract Fee                                 (1.00)    15.54092694    (0.064)  99.674    1,549.02
3-14-94       Contract Fee                                 (1.00)    16.04445243    (0.062)  99.611    1,598.21
3-14-95       Contract Fee                                 (1.00)    16.25253463    (0.062)  99.550    1,617.94
3-14-96       Contract Fee                                 (1.00)    17.85770371    (0.056)  99.494    1,776.73
12-31-96      Value before Surr Chg                                  18.47475298     0.000   99.494    1,838.12
12-31-96      Contract Fee                                 (1.00)    18.47475298    (0.054)  99.440    1,837.12
12-31-96      Surrender Charge                              0.00     18.47475298     0.000   99.440    1,837.12
Cumulative Total Returns without/with chgs                                84.75% A                       83.71% C
Avg. Annual Total Returns without/with chgs                                8.18% B                        8.10% D

                                              Zero Coupon - 2005
3-14-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
3-14-90       Contract Fee                                 (1.00)    10.39705125    (0.096)  99.904    1,038.71
3-14-91       Contract Fee                                 (1.00)    11.55409702    (0.087)  99.817    1,153.30
3-14-92       Contract Fee                                 (1.00)    12.66096149    (0.079)  99.738    1,262.78
3-14-93       Contract Fee                                 (1.00)    16.42515250    (0.061)  99.677    1,637.22
3-14-94       Contract Fee                                 (1.00)    16.93608169    (0.059)  99.618    1,687.14
3-14-95       Contract Fee                                 (1.00)    17.21684038    (0.058)  99.560    1,714.11
3-14-96       Contract Fee                                 (1.00)    19.49696512    (0.051)  99.509    1,940.12
12-31-96      Value before Surr Chg                                  20.51665706     0.000   99.509    2,041.59
12-31-96      Contract Fee                                 (1.00)    20.51665706    (0.049)  99.460    2,040.59
12-31-96      Surrender Charge                              0.00     20.51665706     0.000   99.460    2,040.59
Cumulative Total Returns without/with chgs                               105.17% A                      104.06% C
Avg. Annual Total Returns without/with chgs                                9.64% B                        9.57% D

                                              Zero Coupon - 2010
3-14-89       Purchase                                 $1,000.00    $10.00000000   100.000  100.000   $1,000.00
3-14-90       Contract Fee                                 (1.00)    10.26881437    (0.097)  99.903    1,025.88
3-14-91       Contract Fee                                 (1.00)    11.36823998    (0.088)  99.815    1,134.72
3-14-92       Contract Fee                                 (1.00)    12.29280886    (0.081)  99.733    1,226.00
3-14-93       Contract Fee                                 (1.00)    16.18583635    (0.062)  99.672    1,613.27
3-14-94       Contract Fee                                 (1.00)    16.90519720    (0.059)  99.612    1,683.97
3-14-95       Contract Fee                                 (1.00)    17.12909328    (0.058)  99.554    1,705.27
3-14-96       Contract Fee                                 (1.00)    19.99802778    (0.050)  99.504    1,989.88
12-31-96      Value before Surr Chg                                  21.52246902     0.000   99.504    2,141.57
12-31-96      Contract Fee                                 (1.00)    21.52246902    (0.046)  99.458    2,140.57
12-31-96      Surrender Charge                              0.00     21.52246902     0.000   99.458    2,140.57
Cumulative Total Returns without/with chgs                               115.22% A                      114.06% C
Avg. Annual Total Returns without/with chgs                               10.32% B                       10.24% D
<FN>
A = (Unit Value as of December 31, 1996 - Unit Value at Purchase)/Unit Value at Purchase
B = [(A+1)^(1/Years since Inception)]-1
C = (Accumulated Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/Years since Inception)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>

                Performance Information of Selected Public Funds

                   Original Purchase as of December 31, 1995
                     Valuation Date as of December 31, 1996

                                                      Dollar          NAV Per   Shrs. This   Accum.    Net Asset
    Date                  Transaction                 Amount          Share       Trans.     Shrs.       Value
    ----                  -----------                 ------          ------    ----------   ------    ---------
<S>          <C>                                      <C>             <C>       <C>          <C>       <C>
                                                      Mutual Discovery Fund
12-31-95     Purchase                                 $1,000.00       $15.16      65.963     65.963    $1,000.00
6-14-96      Dividend Distribution ($.35/shr)             23.09        16.89       1.367     67.330     1,137.20
12-23-96     Dividend Distribution ($1.36/shr)            91.57        17.00       5.386     72.716     1,236.18
12-31-96     Current Value                                             17.18       0.000     72.716     1,249.27

Average Annual Total Return                                                                               24.93% A

                                                          Mutual Shares Fund
12-31-95     Purchase                                 $1,000.00       $86.45      11.567     11.567    $1,000.00
6-14-96      Dividend Distribution ($3.00/shr)            34.70        91.93       0.377     11.945     1,098.09
12-23-96     Dividend Distribution ($8.17/shr)            97.59        92.01       1.061     13.006     1,196.64
12-31-96     Current Value                                             92.85       0.000     13.006     1,207.56

Average Annual Total Return                                                                               20.76% A
<FN>
A = (Net Asset  Value as of December  31, 1996 - Net Asset Value at  Purch.)/Net Asset Value at Purch.
</FN>
</TABLE>
<TABLE>
<CAPTION>

                                                      Dollar                       Units This    Accum.      Accum.
    Date                  Transaction                 Amount        Unit Value       Trans.      Units       Value
    ----                  -----------                 ------        ----------     ----------    -----       -----
<S>          <C>                                     <C>            <C>            <C>           <C>         <C> 
                                                  Mutual Discovery Securities Sub-Account
12-31-95     Purchase                                 $1,000.00     $17.33223864      57.696     57.696    $1,000.00
12-31-96     Contract Fee                                 (1.00)     21.35394577      (0.047)    57.649     1,231.04
12-31-96     Value before Surr Chg                                   21.35394577       0.000     57.649     1,231.04
12-31-96     Surrender Charge                            (42.50)     21.35394577      (1.990)    55.659     1,188.54

Average Annual Total Returns without/with charges                           23.20% B                             18.85% C

                                                   Mutual Shares Securities Sub-Account
12-31-95     Purchase                                 $1,000.00     $499.31112267       2.003     2.003    $1,000.00
12-31-96     Contract Fee                                 (1.00)     594.81873447      (0.002)    2.001     1,190.28
12-31-96     Value before Surr Chg                                   594.81873447       0.000     2.001     1,190.28
12-31-96     Surrender Charge                            (42.50)     594.81873447      (0.071)    1.930     1,147.78

Average Annual Total Returns without/with charges                           19.13% B                             14.78% C
<FN>
B = (Unit Value as of December  31, 1996 - Unit Value at  Purch.)/Unit  Value at Purch.
C = (Accumulated  Value  as of  December  31,  1996 -  Accum.  Value at Purch.)/Accum. Value at Purch.
</FN>
</TABLE>
<TABLE>
<CAPTION>

                   Original Purchase as of December 31, 1991
                     Valuation Date as of December 31, 1996

                                                      Dollar          NAV Per     Shrs. This    Accum.    Net Asset
    Date                  Transaction                 Amount           Share        Trans.      Shrs.       Value
    ----                  -----------                 ------          -------     ----------    -----     ---------
<S>          <C>                                      <C>             <C>           <C>        <C>       <C>
                                                             Mutual Shares Fund
12-31-91     Purchase                                 $1,000.00        $64.49       15.506     15.506    $1,000.00
7-6-92       Dividend Distribution ($1.00/shr)            15.51         70.18        0.221     15.727     1,103.74
12-31-92     Dividend Distribution ($3.75/shr)            58.98         72.71        0.811     16.538     1,202.50
7-12-93      Dividend Distribution ($.70/shr)             11.58         79.65        0.145     16.684     1,328.86
12-31-93     Dividend Distribution ($6.99/shr)           116.62         80.56        1.448     18.131     1,460.66
7-11-94      Dividend Distribution ($.60/shr)             10.88         80.60        0.135     18.266     1,472.26
12-29-94     Dividend Distribution ($5.30/shr)            96.81         78.31        1.236     19.503     1,527.24
7-10-95      Dividend Distribution ($2.60/shr)            50.71         88.78        0.571     20.074     1,782.14
12-29-95     Dividend Distribution ($12.14/shr)          243.69         85.63        2.846     22.920     1,962.60
6-14-96      Dividend Distribution ($3.00/shr)            68.76         91.93        0.748     23.668     2,175.76
12-23-96     Dividend Distribution ($8.17/shr)           193.36         92.01        2.102     25.769     2,371.01
12-31-96     Current Value                                              92.85        0.000     25.769     2,392.66
Cumulative Total Return                                                                                    139.27% A
Average Annual Total Return                                                                                 19.06% B
<FN>
A = (Net Asset  Value as of December  31, 1996 - Net Asset Value at  Purch.)/Net Asset Value at Purch. B = [(A+1)^(1/5 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>

                                                      Dollar                        Units This    Accum.      Accum.
    Date                  Transaction                 Amount         Unit Value       Trans.      Units       Value
    ----                  -----------                 ------         ----------     ----------    -----       -----
<S>          <C>                                     <C>           <C>              <C>           <C>      <C>
                                                   Mutual Shares Securities Sub-Account
12-31-91     Purchase                                $1,000.00     $267.59225358       3.737      3.737    $1,000.00
12-31-92     Contract Fee                                (1.00)     319.96432021      (0.003)     3.734     1,194.72
12-31-93     Contract Fee                                (1.00)     381.49293860      (0.003)     3.731     1,423.46
12-31-94     Contract Fee                                (1.00)     393.09978847      (0.003)     3.729     1,465.77
12-31-95     Contract Fee                                (1.00)     499.31112267      (0.002)     3.727     1,860.80
12-31-96     Contract Fee                                (1.00)     594.81873447      (0.002)     3.725     2,215.73
12-31-96     Value before Surr Chg                                  594.81873447       0.000      3.725     2,215.73
12-31-96     Surrender Charge                            (3.75)     594.81873447      (0.006)     3.719     2,211.98
Cumulative Total Rtns. without/with chrgs.                               122.29% C                           121.20% E
Avg. Annual Total Rtns. without/with chrgs.                               17.32% D                            17.21% F
<FN>
C = (Unit Value as of December  31, 1996 - Unit Value at  Purch.)/Unit  Value at Purch.
D = [(C+1)^(1/5  Years)]-1
E = (Accumulated Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/5 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>

                   Original Purchase as of December 31, 1986
                     Valuation Date as of December 31, 1996

                                                      Dollar          NAV Per     Shrs. This    Accum.     Net Asset
   Date                  Transaction                  Amount           Share        Trans.      Shrs.        Value
   ----                  -----------                  ------           -----      ----------    ------     ---------
<S>         <C>                                      <C>              <C>         <C>           <C>        <C>  
                                                             Mutual Shares Fund
12-31-86    Purchase                                 $1,000.00        $66.04        15.142      15.142     $1,000.00
1-9-87      Dividend Distribution ($5.65/shr)            85.55         60.08         1.424      16.566        995.31
7-17-87     Dividend Distribution ($1.35/shr)            22.36         71.24         0.314      16.880      1,202.55
12-31-87    Dividend Distribution ($5.26/shr)            88.79         58.12         1.528      18.408      1,069.87
7-15-88     Dividend Distribution ($1.75/shr)            32.21         70.00         0.460      18.868      1,320.77
12-29-88    Dividend Distribution ($5.93/shr)           111.89         67.38         1.661      20.529      1,383.23
6-23-89     Dividend Distribution ($1.85/shr)            37.98         74.45         0.510      21.039      1,566.34
12-29-89    Dividend Distribution ($8.79/shr)           184.93         66.80         2.768      23.807      1,590.33
6-18-90     Dividend Distribution ($.75/shr)             17.86         66.20         0.270      24.077      1,593.90
12-31-90    Dividend Distribution ($3.48/shr)            83.79         56.16         1.492      25.569      1,435.95
7-8-91      Dividend Distribution ($.90/shr)             23.01         63.59         0.362      25.931      1,648.94
12-31-91    Dividend Distribution ($2.73/shr)            70.79         63.27         1.119      27.050      1,711.44
7-6-92      Dividend Distribution ($1.00/shr)            27.05         70.18         0.385      27.435      1,925.40
12-31-92    Dividend Distribution ($3.75/shr)           102.88         72.71         1.415      28.850      2,097.69
7-12-93     Dividend Distribution ($.70/shr)             20.20         79.65         0.254      29.104      2,318.11
12-31-93    Dividend Distribution ($6.99/shr)           203.43         80.56         2.525      31.629      2,548.03
7-11-94     Dividend Distribution ($.60/shr)             18.98         80.60         0.235      31.864      2,568.27
12-29-94    Dividend Distribution ($5.30/shr)           168.88         78.31         2.157      34.021      2,664.18
7-10-95     Dividend Distribution ($2.60/shr)            88.45         88.78         0.996      35.017      3,108.83
12-29-95    Dividend Distribution ($12.14/shr)          425.11         85.63         4.964      39.982      3,423.64
6-14-96     Dividend Distribution ($3.00/shr)           119.95         91.93         1.305      41.287      3,795.47
12-23-96    Dividend Distribution ($8.17/shr)           337.31         92.01         3.666      44.953      4,136.08
12-31-96    Current Value                                              92.85         0.000      44.953      4,173.84
Cumulative Total Return                                                                                      317.38% A
Average Annual Total Return                                                                                   15.36% B
<FN>
A = (Net Asset  Value as of December  31, 1996 - Net Asset Value at  Purch.)/Net Asset Value at Purch.
B = [(A+1)^(1/10 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>

                                                     Dollar                        Units This    Accum.      Accum.
   Date                  Transaction                 Amount         Unit Value       Trans.      Units       Value
   ----                  -----------                 ------         ----------     ----------    -----       -----
<S>         <C>                                    <C>            <C>              <C>           <C>       <C>
                      Mutual Shares Securities Sub-Account
12-31-86    Purchase                               $1,000.00      $165.05304095       6.059      6.059     $1,000.00
12-31-87    Contract Fee                               (1.00)      173.13664331      (0.006)     6.053      1,047.98
12-31-88    Contract Fee                               (1.00)      222.98420480      (0.004)     6.048      1,348.70
12-31-89    Contract Fee                               (1.00)      252.57163809      (0.004)     6.044      1,526.65
12-31-90    Contract Fee                               (1.00)      224.56176656      (0.004)     6.040      1,356.35
12-31-91    Contract Fee                               (1.00)      267.59225358      (0.004)     6.036      1,615.25
12-31-92    Contract Fee                               (1.00)      319.96432021      (0.003)     6.033      1,930.38
12-31-93    Contract Fee                               (1.00)      381.49293860      (0.003)     6.031      2,300.59
12-31-94    Contract Fee                               (1.00)      393.09978847      (0.003)     6.046      2,376.62
12-31-95    Contract Fee                               (1.00)      499.31112267      (0.002)     6.044      3,017.76
12-31-96    Contract Fee                               (1.00)      594.81873447      (0.002)     6.042      3,594.00
12-31-96    Value before Surr Chg                                  594.81873447       0.000      6.042      3,594.00
12-31-96    Surrender Charge                            0.00       594.81873447       0.000      6.042      3,594.00
Cumulative Total Rtns. without/with chrgs.                              260.38% C                            259.40% E
Avg. Annual Total Rtns. without/with chrgs.                              13.68% D                             13.65% F
<FN>
C = (Unit Value as of December  31, 1996 - Unit Value at  Purch.)/Unit  Value at Purch.
D = [(C+1)^(1/10 Years)]-1 E = (Accumulated Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/10 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>

                       Original Purchase as of Inception
                     Valuation Date as of December 31, 1996

                                                     Dollar          NAV Per      Shrs. This    Accum.    Net Asset
   Date                  Transaction                 Amount           Share         Trans.      Shrs.       Value
   ----                  -----------                 ------          -------      ----------    -----     ---------
<S>         <C>                                      <C>             <C>          <C>          <C>        <C>
                                                           Mutual Discovery Fund 
12-31-92    Purchase                                $1,000.00        $10.00         100.000    100.000    $1,000.00
12-31-93    Dividend Distribution ($.53/shr)            53.00         12.93           4.099    104.099     1,346.00
7-11-94     Dividend Distribution ($.20/shr)            20.82         13.28           1.568    105.667     1,403.25
12-29-94    Dividend Distribution ($.77/shr)            81.36         12.52           6.499    112.165     1,404.31
7-10-95     Dividend Distribution ($.13/shr)            14.58         14.49           1.006    113.172     1,639.86
12-29-95    Dividend Distribution ($.83/shr)            93.93         14.99           6.266    119.438     1,790.38
6-14-96     Dividend Distribution ($.35/shr)            41.80         16.89           2.475    121.913     2,059.11
12-23-96    Dividend Distribution ($1.36/shr)          165.80         17.00           9.753    131.666     2,238.32
12-31-96    Current Value                                             17.18           0.000    131.666     2,262.02
Cumulative Total Return                                                                                     126.20% A
Average Annual Total Return                                                                                  22.62% B
<FN>
A = (Net Asset  Value as of December  31, 1996 - Net Asset Value at  Purch.)/Net Asset Value at Purch.
B = [(A+1)^(1/Years since Inception)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>

                                                     Dollar                       Units This    Accum.      Accum.
   Date                  Transaction                 Amount        Unit Value       Trans.      Units       Value
   ----                  -----------                 ------        ----------     ----------    -----       -----
<S>         <C>                                     <C>           <C>            <C>           <C>        <C>  
                                                   Mutual Discovery Securities Sub-Account
12-31-92    Purchase                                $1,000.00     $10.00000000     100.000     100.000    $1,000.00
12-31-93    Contract Fee                                (1.00)     13.39109512      (0.075)     99.925     1,338.11
12-31-94    Contract Fee                                (1.00)     13.67637317      (0.073)     99.852     1,365.62
12-31-95    Contract Fee                                (1.00)     17.33223864      (0.058)     99.795     1,729.66
12-31-96    Contract Fee                                (1.00)     21.35394577      (0.047)     99.748     2,130.01
12-31-96    Value before Surr Chg                                  21.35394577       0.000      99.925     2,133.80
12-31-96    Surrender Charge                           (12.00)     21.35394577      (0.562)     99.363     2,121.80
Cumulative Total Rtns. without/with chgs.                              113.54% C                           112.18% E
Avg. Annual Total Rtns. without/with chgs.                              20.87% D                            20.68% F
<FN>
C = (Unit Value as of December  31, 1996 - Unit Value at  Purch.)/Unit  Value atPurch.
D = [(C+1)^(1/Years since Inception)]-1
E = (Accumulated  Value as of December 31, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/Years since Inception)]-1
</FN>
</TABLE>


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