PREFERRED LIFE VARIABLE ACCOUNT C
N-4 EL/A, 1997-05-12
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                                                            File Nos.333-19699
                                                                     811-05716
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                FORM    N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    ( )
        Pre-Effective Amendment No. 1                                      (X)
     Post-Effective Amendment No.                                          ( )

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            ( )
        Amendment No. 20                                                   (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

Approximate    Date    of    Proposed    Public    Offering:
     As  soon  as  practicable  after  the  effective  date  of  this  Filing.

Calculation    of    Registration  Fee  under  the  Securities  Act  of  1933:
     Registrant  is  registering  an indefinite number of securities under the
     Securities  Act  of  1933  pursuant to Investment Company Act Rule 24f-2.
==============================================================================
The Registrant hereby amends this Registration Statement on such date or dates
as  may  be  necessary  to delay its effective date until the Registrant shall
file  a  further  amendment  which  specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the  Securities  Act  of 1933 or until the Registration Statement shall become
effective  on  such  date  as  the Commission, acting pursuant to said Section
8(a),  may  determine.

                            CROSS  REFERENCE  SHEET
                           (Required  by  Rule  495)

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

Item 1.   Cover  Page.                           Cover  Page

Item 2.   Definitions.                           Index  of  Terms

Item 3.   Synopsis  or  Highlights               Profile

Item 4.   Condensed  Financial  Information      Not  Applicable

Item 5.   General  Description  of  Registrant,
          Depositor,  and  Portfolio  Companies  Preferred  Life,
                                                 The Separate
                                                 Account, Investment
                                                 Options

Item 6.   Deductions                             Expenses

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

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

Item 9.   Death  Benefit                         Death  Benefit

Item 10.  Purchases  and  Contract  Value        Purchase

Item 11.  Redemptions.                           Access  to  Your
                                                 Money

Item 12.  Taxes                                  Taxes

Item 13.  Legal  Proceedings                     None

Item 14.  Table of Contents of the Statement of
          Additional Information                 Table of Contents of
                                                 the Statement of
                                                 Additional Information

                          PART  B

Item 15.  Cover Page                             Cover Page

Item 16.  Table of Contents                      Table of Contents

Item 17.  General Information and History        Insurance Company

Item 18.  Services                               Not Applicable

Item 19.  Purchase of Securities Being Offered   Not Applicable

Item 20.  Underwriters                           Distributor

Item 21.  Calculation of Performance Data        Calculation of
                                                 Performance Data

Item 22.  Annuity Payments                       Annuity Provisions

Item 23.  Financial Statements                   Financial Statements
</TABLE>


                                    PART C

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



            PROFILE OF THE VALUEMARK IV VARIABLE ANNUITY CONTRACT

                                 May __, 1997    

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD
CONSIDER AND KNOW BEFORE PURCHASING THE VALUEMARK IV VARIABLE ANNUITY CONTRACT
WITH  A  FIXED  ACCOUNT  OPTION.  THE  CONTRACT IS MORE FULLY DESCRIBED IN THE
PROSPECTUS  WHICH  ACCOMPANIES  THIS  PROFILE.  PLEASE  READ  THE  PROSPECTUS
CAREFULLY.

1.   THE VALUEMARK IV VARIABLE ANNUITY CONTRACT. The variable annuity contract
with  a  fixed  account option offered by Preferred Life is a contract between
you,  the  owner,  and Preferred Life Insurance Company of New York (Preferred
Life),  an insurance company. The Contract provides a means for investing on a
tax-deferred basis in 23 funds of the Franklin Valuemark Funds, a series fund,
and  a  fixed  account    option     of Preferred Life. The Contract is 
intended for retirement  savings  or other long-term investment purposes 
and provides for a death  benefit  and  guaranteed  annuity  income  options.
   
The  Contract  has 24 investment options. There are 23 funds which are managed
by  Franklin  Advisers, Inc. and its Templeton and Franklin affiliates. A list
of  the  available  funds  is  contained  in  Section 4. Depending upon market
conditions,  you  can  make  or  lose  money  in the funds based on the fund's
investment  performance.  The funds are designed to offer a better return than
the  fixed  account  option,  however,  this  is  not  guaranteed.    

The  fixed  account  offers  an  interest rate that is guaranteed by Preferred
Life.  The interest rate is set monthly and is guaranteed for 12 months. While
your  money is in the fixed account, the interest your money will earn as well
as  your  principal  is  guaranteed  by  Preferred  Life.

Preferred  Life  reserves the right to limit the number of funds which you may
invest  in at any one time (now or in the future). Currently, you can put your
money  in  10 investment options (which includes any of the 23 funds listed in
Section  4  and  the  Preferred  Life  fixed  account).
   
Like  all  deferred  annuity  contracts,  your  Contract  has  two phases: the
accumulation  phase  and the payout phase. During the accumulation phase, your
earnings  accumulate  on  a tax-deferred basis and are based on the investment
performance of the fund(s) you selected and/or the interest rate earned on the
money  you  have  in  the  fixed  account.  During the accumulation phase, the
earnings  are taxed as income only when you make a surrender. The payout phase
occurs  when  you  begin  receiving  regular  payments from your Contract. The
amount of the payments you may receive during the payout phase depends in part
upon  the  amount  of money you are able to accumulate in your Contract during
the  accumulation  phase.    

2. ANNUITY PAYMENTS (THE    PAYOUT    PHASE).  You can receive monthly annuity
payments  from your Contract by selecting one of the following annuity options
(all  of  these  options  assume  you  are  the  owner and the annuitant): (1)
payments  for  your  life;  (2)  payments for your life, but if you die before
payments  have been made for the guaranteed period you selected, payments will
continue  for  the  remainder of the guaranteed period (5,10, 15 or 20 years);
(3)  payments  during the joint lifetime of you and the joint annuitant - when
either  of  you die, payments will continue as long as the survivor lives; (4)
payments  during the joint lifetime of you and the joint annuitant, but if you
or  the  joint annuitant die before payments have been made for the guaranteed
period  you  selected,  payments  will  continue  for  the  remainder  of  the
guaranteed  period  (5, 10, 15 or 20 years); and (5) payments during your life
ending  with the last payment due prior to your death with a guarantee that at
your  death  Preferred  Life  will make a refund to your beneficiary. Once you
begin  receiving  regular  payments,  you cannot change your annuity option or
surrender  your  Contract.
   
During  the  payout phase, you have the same investment choices you had during
the  accumulation  phase.  You  can  choose  to  have  payments  based  on the
performance  of the funds (variable payout), the fixed account (fixed payout),
or  both.  If  you  choose  to  have  any  part of your payments based on fund
performance,  the  dollar  amount  of your annuity payments may go up or down,
depending  on  the  investment  performance.

3.      PURCHASE.    You  can  buy the Contract with $5,000 or more under most
circumstances.  You  can  add  $250  or  more  any  time  you  like during the
accumulation  phase.  Contact  your registered representative to help you fill
out  the proper forms. You and the annuitant cannot be older than 85 years old
at  the  time  you  buy  the  Contract.    

4.  INVESTMENT OPTIONS.  You may invest in the Preferred Life fixed account or
the  following  funds  of  Franklin  Valuemark  Funds:

FUND  SEEKING  STABILITY  OF  PRINCIPAL  AND  INCOME:
Money  Market  Fund
   
FUNDS  SEEKING  CURRENT  INCOME:
High  Income  Fund
Templeton  Global  Income  Securities  Fund
U.S.  Government  Securities  Fund
Zero  Coupon  Funds  -  2000,  2005  and  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

The  funds  are  fully  described  in  the  attached  prospectus  for Franklin
Valuemark  Funds.  You can make or lose money based on the fund's performance.
    
5.     EXPENSES.  The Contract has insurance features and investment features,
and  there  are  costs  related  to  each.
   
The  annual  insurance  charges total 1.49% of the average daily value of your
Contract  allocated  to the funds during the accumulation period (1.40% during
the  payout  phase).    Each  year  Preferred Life also deducts a $30 contract
maintenance  charge  from  your Contract. Preferred Life currently waives this
charge  if the cumulative value of all your Valuemark IV Contracts (registered
with  the  same  social  security number) are at least $50,000. There are also
annual  fund  charges which vary depending upon the funds you select. In 1996,
these  expenses  ranged  from  .40% to 1.49% of the average daily value of the
funds.

You  can transfer between accounts up to 12 times a year without charge. After
12  transfers, the charge is $25 or 2% of the amount transferred, whichever is
less.  Market  timing  transfers  may  not  be  permitted.

If  you  make  a  surrender  from  the  Contract,  Preferred Life may assess a
contingent  deferred sales charge (surrender charge). The amount of the charge
depends  upon  how  long  Preferred  Life  has had your payment. Each purchase
payment  you add to your Contract has its own 7 year charge period. The charge
is:

   Number  of  complete  years  from  receipt   0  1  2  3  4  5  6  7 or more

   Contingent  deferred  sales  charge
   (as  a  percentage  of  purchase  payments)  6% 6% 6% 5% 4% 3% 2% 0%

Under  certain circumstances, after the first year, Preferred Life will permit
you  to  access  your  money  in  the  contract without deducting a contingent
deferred  sales  charge:  1) if you become terminally ill; or 2) if you become
disabled.  Also,  if  you are unemployed for at least 90 consecutive days, you
can  take  up  to  50%  of  your money out of the Contract without incurring a
contingent  deferred  sales  charge.    

The  State  of New York does not impose a premium tax on purchase payments for
annuities.
   
We  have  provided  the following chart to help you understand the expenses in
your  Contract.  The column "Total Annual Expenses" shows the total of the $30
contract  maintenance  charge  (which is represented as .10% below), the 1.49%
insurance  charges  and the total annual fund expenses for each fund. The next
two  columns  show you two examples of the expenses, in dollars, you would pay
under  a  Contract. The examples assume that you invested $1,000 in a Contract
which  earns  5% annually and that you surrender your money: (1) at the end of
year  1,  and (2) at the end of year 10. For year 1, the Total Annual Expenses
are assessed as well as the contingent deferred sales charge. For year 10, the
Total  Annual  Charges are assessed but no contingent deferred sales charge is
deducted. The premium tax is assumed to be 0% in both examples. These are just
examples.  They  do  not  represent  past  or  future  expenses  or  returns.


<TABLE>
<CAPTION>
<S>                                        <C>         <C>           <C>        <C>         <C>
                                                                                EXAMPLES:
                                           Total
                                           Annual      Total         Total      Expenses    Expenses
                                           Insurance   Annual Fund   Annual     at end of   at end of
Fund                                       Charges     Expenses      Expenses       1 Year    10 Years
- -----------------------------------------  ----------  ------------  ---------  ----------  ----------

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

Growth and Income                               1.59%          .50%      2.09%  $       81  $      242

Natural Resources Securities*                   1.59%          .65%      2.24%  $       83  $      257

Real Estate Securities                          1.59%          .57%      2.16%  $       82  $      249

Utility Equity                                  1.59%          .50%      2.09%  $       81  $      242

High Income                                     1.59%          .54%      2.13%  $       82  $      246

Templeton Global Income Securities              1.59%          .61%      2.20%  $       82  $      253

Income Securities                               1.59%          .50%      2.09%  $       81  $      242

U.S. Government Securities                      1.59%          .51%      2.10%  $       81  $      243

Zero Coupon 2000                                1.59%          .40%      1.99%  $       80  $      231

Zero Coupon 2005                                1.59%          .40%      1.99%  $       80  $      231

Zero Coupon 2010                                1.59%          .40%      1.99%  $       80  $      231

Rising Dividends                                1.59%          .76%      2.35%  $       84  $      268

Templeton International Equity                  1.59%          .89%      2.48%  $       85  $      282

Templeton Pacific Growth                        1.59%          .99%      2.58%  $       86  $      292

Templeton Global Growth                         1.59%          .93%      2.52%  $       86  $      286

Templeton Developing Markets Equity             1.59%         1.49%      3.08%  $       91  $      340

Templeton Global Asset Allocation               1.59%          .86%      2.45%  $       85  $      279

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

Templeton International Smaller Companies       1.59%         1.16%      2.75%  $       88  $      308

Capital Growth                                  1.59%          .77%      2.36%  $       84  $      270

Mutual Discovery Securities                     1.59%         1.05%      2.64%  $       87  $      298

Mutual Shares Securities                        1.59%          .85%      2.44%  $       85  $      278

<FN>
    *  Prior  to  May 1, 1997, the Natural Resources Securities Fund was known as the Precious Metals
Fund.
</TABLE>

The  expenses for the newly formed funds have been estimated. The expenses for
the  Zero  Coupon  funds  reflect  current  fee  waiver arrangements. For more
detailed  information,  see  the Fee Table in the prospectus for the Contract.

6.   TAXES. Any earnings are not taxed until you take them out. In most cases,
if you take money out, earnings come out first and are taxed as income. If you
are  younger  than  59  1/2  when you take money out, you may be charged a 10%
federal  tax  penalty  on the taxable amounts surrendered. Payments during the
payout  phase are considered partly a return of your original investment. That
part  of  each  payment  is  not  taxable  as  income.    If  the  Contract is
tax-qualified,  the  entire  payment  may  be  taxable.

7.      ACCESS  TO YOUR MONEY. You may make a surrender at any time during the
accumulation  phase.  Any partial surrender must be for at least $500. You may
request  a  surrender  in  writing  or  by  electing the Systematic Withdrawal
Program or Minimum Distribution Program which are briefly described in Section
10  of this Profile. After the first year, you can make multiple surrenders up
to  a total of 15% of the value of your Contract each year without charge from
Preferred  Life.  Surrenders  in  excess  of  that amount will be subject to a
contingent  deferred sales charge. If you do not surrender the full 15% in any
one  Contract  year, you may not carry over the remaining percentage amount to
another  year. Surrenders in excess of the 15% free withdrawal will be charged
a contingent deferred sales charge which declines from 6% to 0% depending upon
the  number  of  complete years we have had your payment. After Preferred Life
has  had  a  payment for 7 years, there is no charge for surrenders related to
that  payment.  Each  purchase  payment you add to your Contract has its own 7
year  charge  period. Of course, you may also have to pay income tax and a tax
penalty  on  any  money  you  take  out  of  the  Contract.

8.    PERFORMANCE OF THE FUNDS. The value of the Contract will vary up or down
depending  upon  the performance of the fund(s) you choose. From time to time,
Preferred  Life  may  advertise  total  return  figures based upon each fund's
performance.  As of the date of this prospectus, the sale of the Contracts has
not  begun.  Therefore,  no  performance  is  presented  here.    

9.    DEATH BENEFIT.  If you die during the accumulation phase, the person you
have  selected  as  your  beneficiary will receive a death benefit. This death
benefit  will  be  the greater of: 1) the current value of your Contract, less
any taxes, on the day all claim proofs and payment election forms are received
by  Preferred  Life at the Valuemark Service Center; or 2) (if applicable) the
guaranteed  minimum  death benefit, less any taxes, as of the day you die. The
guaranteed minimum death benefit as of the date of death is the greater of: A)
payments  you have made, less any money you have taken out and charges paid on
the  money you have taken out; or B) the highest value of the contract on each
contract  anniversary  prior  to  the  owner's 76th birthday, increased by any
payments  made  since  that  anniversary, less any money taken out and charges
paid  on  the  money  you  have  taken  out  since  that  anniversary.

10.    OTHER  INFORMATION.

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

     No  Probate.   In most cases, when you die, your beneficiary will receive
the  death  benefit  without  going  through  probate.
   
     Purchasing  Considerations. The Valuemark IV Variable Annuity Contract is
designed  for  people  seeking  long-term tax-deferred accumulation of assets,
generally  for  retirement  or  other  long-term  purposes.   The tax-deferred
feature  is  most attractive to people in high federal and state tax brackets.
You  should  not  buy  this  Contract  if  you  are  looking  for a short-term
investment  or if you cannot take the risk of getting back less money than you
put  in.    

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

     Automatic Investment Plan - You can automatically add to your Contract on
a  monthly  or quarterly basis for as little as $100 by electronic transfer of
monies  from  your  savings  or  checking  account.

     Dollar  Cost Averaging Program - You can arrange to have a regular amount
of  money  automatically  transferred  from selected funds to other funds each
month, theoretically this can give you a lower average cost per unit over time
than  a  single  one time purchase. However, there are no guarantees that this
will  take  place.

     Flexible  Rebalancing  -  Preferred Life will automatically readjust your
Contract value among the funds to maintain your specified allocation mix. This
can  be  done  quarterly,  semi-annually  or  annually.

     Systematic  Withdrawal  Program  -  You  can  elect to receive monthly or
quarterly  payments  from  Preferred  Life  while  your  Contract  is  in  the
accumulation  phase.  Of course, you may have to pay contingent deferred sales
charges,  tax  penalties  and  taxes  on  the  money  you  receive.    

     Minimum  Distribution Program - You can arrange to have money sent to you
each  month  or  quarter  to  meet  certain required distribution requirements
imposed  by  the  Internal  Revenue  Code.

These  features  may  not  be  suitable  for  your  particular  situation.

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

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



                  THE VALUEMARK IV VARIABLE ANNUITY CONTRACT
                                 ISSUED BY    

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

This  prospectus  describes  the Valuemark IV Variable Annuity Contract with a
Fixed  Account  option offered by Preferred Life Insurance Company of New York
(Preferred  Life).
   
The  annuity  has  24  investment options - the 23 Funds of Franklin Valuemark
Funds which are listed below and a Fixed Account option of Preferred Life. You
can select up to 10 investment options (which includes any of the Funds listed
below  and  the  Fixed  Account).

FUND  SEEKING  STABILITY  OF  PRINCIPAL  AND  INCOME
Money  Market  Fund

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

Please read this prospectus before investing and keep it for future reference.
It  contains  important  information  about  the Valuemark IV Variable Annuity
Contract  with  a  Fixed  Account  option.
   
To  learn  more about the annuity offered by this prospectus, you can obtain a
copy  of the Statement of Additional Information (SAI) dated May __, 1997. The
SAI  has  been  filed with the Securities and Exchange Commission (SEC) and is
incorporated  by  reference into this prospectus. The Table of Contents of the
SAI  is  on Page __ of this prospectus. For a free copy of the SAI, call us at
(800) 342-3863 or write us at: 152 West 57th Street, 18th Floor, New York, New
York  10019.    

INVESTMENT  IN  A  VARIABLE  ANNUITY  CONTRACT IS SUBJECT TO    INVESTMENT    
RISKS, INCLUDING  THE  POSSIBLE  LOSS OF PRINCIPAL. 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.

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.
   
May  __,  1997    



                               TABLE OF CONTENTS

                                                                       PAGE

INDEX  OF  TERMS

FEE  TABLE

1.    THE  VALUEMARK  IV  VARIABLE  ANNUITY  CONTRACT
Contract  Owner
Joint  Owner
Annuitant
Beneficiary
Assignment

2.      ANNUITY  PAYMENTS  (THE    PAYOUT      PHASE)
Annuity  Options

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

4.      INVESTMENT  OPTIONS
Transfers
Dollar  Cost  Averaging  Program
Flexible  Rebalancing
Voting     Privileges    
Substitution

5.      EXPENSES
Insurance  Charges
Mortality  and  Expense  Risk  Charge
Administrative  Charge
Contract  Maintenance  Charge
Contingent  Deferred  Sales  Charge
Waiver  of  Contingent  Deferred  Sales  Charge  Benefits
Reduction  or  Elimination  of  the  Contingent  Deferred  Sales  Charge
Transfer  Fee
Income  Taxes
Fund  Expenses

6.      TAXES
Annuity  Contracts  in  General
Qualified  and  Non-Qualified  Contracts
   Surrenders  -  Non-Qualified  Contracts
Surrenders  -  Qualified  Contracts
Surrenders  -  Tax-Sheltered  Annuities    
Diversification

7.      ACCESS  TO  YOUR  MONEY
Systematic  Withdrawal  Program
Minimum  Distribution  Program
Suspension  of  Payments  or  Transfers

8.      PERFORMANCE

9.      DEATH  BENEFIT
Upon  Your  Death
Death  of  Annuitant

10.    OTHER  INFORMATION
Preferred  Life
The  Separate  Account
Distribution
Administration
Financial  Statements
       
TABLE  OF  CONTENTS  OF  THE  STATEMENT  OF  ADDITIONAL  INFORMATION




                                INDEX OF TERMS

   
This  prospectus  is written in plain English to make it as understandable for
you  as  possible.  However,  there  are  some  technical terms used which are
capitalized  in this prospectus. The page that is indicated below is where you
will  find  the  definition  for  the  word  or  term.    
                                                                          Page
Accumulation  Phase
Accumulation  Unit
Annuitant
Annuity  Options
Annuity  Payments.
Annuity  Unit
Beneficiary
   Contract    
Contract  Owner
Fixed  Account
Funds
Income  Date       
Joint  Owner
Non-Qualified
   Payout  Phase    
Purchase Payment
Qualified
Tax  Deferral


                                   FEE TABLE

Contract  Owner  Transaction  Fees

Contingent  Deferred  Sales  Charge*
(as  a  percentage  of  purchase  payments)
   
<TABLE>
<CAPTION>
<S>                                      <C>                                       <C>
                                         Number of Complete Years From
                                         Receipt of Purchase Payment               Charge
                                         ----------------------------------------  -------

                                                                               0        6%
                                                                               1        6%
                                                                               2        6%
                                                                               3        5%
                                                                               4        4%
                                                                               5        3%
                                                                               6        2%
                                                                 7 years or more        0%

Transfer Fee**                           First 12 transfers in a Contract year
                                         are free. Thereafter, the fee is $25
                                         (or 2% of the amount transferred, if
                                         less). Dollar Cost Averaging transfers
                                         and Flexible Rebalancing transfers are
                                         not counted.

Contract Maintenance Charge***           $30 per Contract per year

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

Mortality and Expense Risk Charge****    

Administrative Charge                                                       1.34%
                                                                             .15%
                                                                            -----         

Total Separate Account Annual Expenses                                      1.49%

<FN>
   
   *  Each year after the first Contract year, you may make multiple partial surrenders of
up to a total of 15% of the value of your Contract and no contingent deferred sales charge
will  be  assessed.    See  Section  7  -  Access  to  Your  Money for additional options.

  **  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 will not exceed $25 or
2%  of  the  amount  transferred.  Market  timing  transfers  may  not  be  permitted.

 ***  During the Accumulation Phase, the charge is waived if the value of your Contract is
at least $50,000. If you own more than one Valuemark IV Contract (registered with the same
social  security  number), we will determine the total value of all your Contracts. If the
total  value  of  all  your  Contracts  is  at  least  $50,000,  the  charge  is  waived.

**** The Mortality and Expense Risk Charge is 1.25% during the Payout Phase.    
</TABLE>

FRANKLIN  VALUEMARK  FUNDS'  ANNUAL  EXPENSES
(as  a  percentage  of  Franklin  Valuemark  Funds'  average  net  assets)
   
The  Management  and  Fund  Administration  Fees  for each Fund are based on a
percentage  of that Fund's net assets under management. See the prospectus for
Franklin  Valuemark  Funds  for  more  information.

The  "Management and Fund Administration Fees" below are the amounts that were
paid to the Managers and Fund Administrators for the 1996 calendar year except
for Funds with fee waivers or newer Funds without a full year of operations as
of  December  31,  1996.    

<TABLE>
<CAPTION>
<S>                                                 <C>              <C>        <C>
                                                    Management
                                                    and Fund                    Total
                                                    Administration   Other      Annual
Fund                                                Fees (1)         Expenses   Expenses
- --------------------------------------------------  ---------------  ---------  ---------
   
Money Market Fund (2)                                          .51%       .02%       .53%

Growth and Income Fund                                         .48%       .02%       .50%

Natural Resources Securities Fund (3)                          .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%

U.S. Government Securities Fund                                .49%       .02%       .51%

Zero Coupon Fund- 2000 (4)                                     .38%       .02%       .40%

Zero Coupon Fund- 2005 (4)                                     .38%       .02%       .40%

Zero Coupon Fund- 2010 (4)                                     .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 Fund (5)            1.00%       .16%      1.16%

Capital Growth Fund (5)                                        .75%       .02%       .77%

Mutual Discovery Securities Fund (5)                           .95%       .10%      1.05%

Mutual Shares Securities Fund (5)                              .75%       .10%       .85%
    

<FN>
     1/    The Fund Administration Fee is a direct expense for the Templeton Global Asset
Allocation Fund, the Templeton International Smaller Companies Fund, the Mutual Discovery
Securities  Fund  and  the  Mutual  Shares  Securities  Fund; other Funds pay for similar
services  indirectly  through  the  Management  Fee.  See  the  Franklin  Valuemark Funds
prospectus  for  further  information  regarding  these  fees.
   
     2/    Franklin Advisers, Inc. agreed to waive a portion of its Management Fee and to
pay  certain  expenses  of  the Money Market Fund during 1996. It is currently continuing
this  arrangement  in  1997.  This  arrangement  may be terminated at any time. With this
reduction,  the Fund's total annual expenses for 1996 were 0.43% of the average daily net
assets  of  the  Fund.

     3/    Prior  to  May 1, 1997, the Natural Resources Securities Fund was known as the
Precious  Metals  Fund.

     4/  Although not obligated to, Franklin Advisers, Inc. has agreed to waive a portion
of its Management Fees and to pay certain expenses of the three Zero Coupon Funds through
at  least  December 31, 1997 so that the total expenses of the Zero Coupon Funds will not
exceed  0.40%  of each Fund's net assets. Absent the management fee waivers, for the year
ended December 31, 1996, the Total Annual Expenses and Management and Fund Administration
Fees  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%.  There were no
expense  reimbursements  during  1996  for  the  Zero  Coupon  Funds.

     5/    The  Capital  Growth and Templeton International Smaller Companies Funds began
operations  on  May  1,  1996  and  the  Mutual  Shares  Securities  and Mutual Discovery
Securities Funds began operations on November 8, 1996. The expenses shown above for these
Funds  are  therefore  estimated  for  1997.
</TABLE>

The purpose of this Fee Table is to help you understand the costs of investing
in  the  Contract.  The Fee Table reflects expenses of the Separate Account as
well  as  the  Funds.  The  examples  below  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. Since the average Contract account size
is  greater  than  $1,000,  the  contract  maintenance  charge  is  reduced
accordingly.  Premium  taxes  are  not reflected in the Tables. For additional
information,  see  Section  5  -  Expenses  and  the  Franklin Valuemark Funds
prospectus.    

EXAMPLES

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

<TABLE>
<CAPTION>
<S>                                              <C>      <C>       <C>       <C>
Fund                                              1 Year   2 Years   3 Years   10 Years
- -----------------------------------------------  -------  --------  --------  ---------
   
Money Market Fund                                $    82  $    117  $    148  $     245

Growth and Income Fund                           $    81  $    116  $    146  $     242

Natural Resources Securities Fund                $    83  $    121  $    154  $     257

Real Estate Securities Fund                      $    82  $    119  $    150  $     249

Utility Equity Fund                              $    81  $    116  $    146  $     242

High Income Fund                                 $    82  $    118  $    148  $     246

Templeton Global Income Securities Fund          $    82  $    120  $    152  $     253

Income Securities Fund                           $    81  $    116  $    146  $     242

U.S. Government Securities Fund                  $    81  $    117  $    147  $     243

Zero Coupon Fund-2000#                           $    80  $    113  $    141  $     231

Zero Coupon Fund-2005#                           $    80  $    113  $    141  $     231

Zero Coupon Fund-2010#                           $    80  $    113  $    141  $     231

Rising Dividends Fund                            $    84  $    124  $    159  $     268

Templeton International Equity Fund              $    85  $    128  $    166  $     282

Templeton Pacific Growth Fund                    $    86  $    131  $    171  $     292

Templeton Global Growth Fund                     $    86  $    129  $    168  $     286

Templeton Developing Markets Equity Fund         $    91  $    146  $    196  $     340

Templeton Global Asset Allocation Fund           $    85  $    127  $    165  $     279

Small Cap Fund                                   $    84  $    125  $    160  $     270

Templeton International Smaller Companies Fund*  $    88  $    136  $    180  $     308

Capital Growth Fund*                             $    84  $    125  $    160  $     270

Mutual Discovery Securities Fund*                $    87  $    133  $    174  $     298

Mutual Shares Securities Fund*                   $    85  $    127  $    164  $     278

<FN>
 *    Estimated
 #    Calculated  with  waiver  of  fees
</TABLE>

You  would  pay  the  following expenses on a $1,000 investment, assuming a 5%
annual  return  on  your  money  if  your  contract  is  not surrendered or is
annuitized:

<TABLE>
<CAPTION>
<S>                                              <C>      <C>       <C>       <C>
Fund                                              1 Year   2 Years   3 Years   10 Years
- -----------------------------------------------  -------  --------  --------  ---------

Money Market Fund                                $    22  $     66  $    114  $     245

Growth and Income Fund                           $    21  $     65  $    112  $     242

Natural Resources Securities Fund                $    23  $     70  $    120  $     257

Real Estate Securities Fund                      $    22  $     68  $    116  $     249

Utility Equity Fund                              $    21  $     65  $    112  $     242

High Income Fund                                 $    22  $     67  $    114  $     246

Templeton Global Income Securities Fund          $    22  $     69  $    118  $     253

Income Securities Fund                           $    21  $     65  $    112  $     242

U.S. Government Securities Fund                  $    21  $     66  $    113  $     243

Zero Coupon Fund-2000#                           $    20  $     62  $    107  $     231

Zero Coupon Fund-2005#                           $    20  $     62  $    107  $     231

Zero Coupon Fund-2010#                           $    20  $     62  $    107  $     231

Rising Dividends Fund                            $    24  $     73  $    125  $     268

Templeton International Equity Fund              $    25  $     77  $    132  $     282

Templeton Pacific Growth Fund                    $    26  $     80  $    137  $     292

Templeton Global Growth Fund                     $    26  $     78  $    134  $     286

Templeton Developing Markets Equity Fund         $    31  $     95  $    162  $     340

Templeton Global Asset Allocation Fund           $    25  $     76  $    131  $     279

Small Cap Fund                                   $    25  $     74  $    126  $     270

Templeton International Smaller Companies Fund*  $    28  $     85  $    146  $     308

Capital Growth Fund*                             $    24  $     74  $    126  $     270

Mutual Discovery Securities Fund*                $    27  $     82  $    140  $     298

Mutual Shares Securities Fund*                   $    25  $     76  $    130  $     278

<FN>
*  Estimated
#  Calculated  with  waiver  of  fees
</TABLE>

As  of  the  date  of  this prospectus, no Contracts had been sold. Therefore,
Preferred  Life  has  not  provided  Condensed  Financial  Information.    

1.    THE  VALUEMARK  IV  VARIABLE  ANNUITY  CONTRACT

This  prospectus  describes  a  variable annuity contract with a Fixed Account
option  offered  by  Preferred  Life.

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

Tax  Deferral  means that you are not taxed on earnings or appreciation on the
assets  in  your  Contract  until  you  take  money  out  of  your  Contract.
   
The  Contract  is  called  a  variable annuity because you can choose among 23
Funds  and  depending upon market conditions, you can make or lose money based
on the Fund's investment performance. The Funds are designed to offer a better
return  than  the Fixed Account option, however this is not guaranteed. If you
select  the  variable annuity portion of the Contract, the amount of money you
are  able to accumulate in your Contract during the Accumulation Phase depends
in  large  part upon the investment performance of the Fund(s) you select. The
amount  of  the  Annuity Payments you receive during the Payout Phase from the
variable  annuity  portion of the Contract also depends in large part upon the
investment  performance  of  the  Funds  you  select  for  the  Payout  Phase.

The  Contract  also  contains a Fixed Account option. The Fixed Account Payout
option offers an interest rate that is guaranteed for all deposits made within
the  twelve  month period by Preferred Life. This interest rate is set monthly
and  is  guaranteed for 12 months. Preferred Life guarantees that the interest
credited to the Fixed Account will not be less than 3% per year. If you select
the  Fixed Account, your money will be placed with the other general assets of
Preferred  Life.  If you select the Fixed Account, the amount of money you are
able to accumulate in your Contract during the Accumulation Phase depends upon
the  total  interest  credited  to  your  Contract.    

We  will  not make any changes to your Contract without your permission except
as  may  be  required  by  law.

CONTRACT  OWNER  .    You as the Contract Owner, have all the rights under the
Contract.    The  Contract  Owner is as designated at the time the contract is
issued,  unless  changed. You may change Contract Owners at any time. This may
be  a  taxable  event.   You should consult with your tax adviser before doing
this.

JOINT OWNER.  The Contract can be owned by Joint Owners. Any Joint Owner must
be the spouse of the other Contract Owner.       Upon the death of either 
Joint Owner,  the  surviving  spouse  will  be the designated Beneficiary. Any 
other Beneficiary  designation  at  the  time the Contract was issued or as 
may have been  later  changed  will  be  treated  as  a  contingent  
Beneficiary unless otherwise  indicated.
   
ANNUITANT  .  An Annuitant is the natural person on whose life we base Annuity
Payments.  You  name  an  Annuitant.  You may change the Annuitant at any time
before  the  Income Date unless the Contract is owned by a non-individual (for
example,  a  corporation).    

BENEFICIARY

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

ASSIGNMENT

You  can  assign the Contract at any time during your lifetime. Preferred Life
will  not  be  bound by the assignment until it receives the written notice of
the  assignment.    Preferred Life will not be liable for any payment or other
action we take in accordance with the Contract before we receive notice of the
assignment.    Any  assignment made after the death benefit has become payable
can  only  be  done  with  our  consent. AN ASSIGNMENT MAY BE A TAXABLE EVENT.

If  the  Contract  is  issued  pursuant  to  a  Qualified  plan,  there may be
limitations  on  your  ability  to  assign  the  Contract.

2.      ANNUITY  PAYMENTS  (THE    PAYOUT     PHASE)

You  can  receive regular monthly income payments under your Contract. You can
choose the month and year in which those payments begin. We call that date the
Income  Date.  Your  Income Date must be the first day of a calendar month and
must be at least 2 years after you buy the Contract. You can also choose among
income  plans.  We  call  those  Annuity  Options.
   
We  ask you to choose your Income Date when you purchase the Contract. You can
change  it  at  any  time  before  the  Income Date with 30 days notice to us.
Annuity  Payments must begin by the Annuitant's 90th birthday. You (or someone
you  designate)  will  receive  the  Annuity  Payments.  You  will receive tax
reporting  on  those  payments.

If  you  do  not  choose  an  Annuity Option prior to the Income Date, we will
assume  that you selected Option 2 which provides a life annuity with 10 years
of  guaranteed  payments.

You  may  elect to receive your Annuity Payments as a variable payout, a fixed
payout,  or  a  combination  of both. Under a fixed payout, all of the Annuity
Payments will be the same dollar amount (equal installments). Under a variable
payout,  you  have  the  same  investment  choices  from  the  Funds that were
available during the Accumulation Phase. If you do not tell us otherwise, your
Annuity  Payments  will  be  based  on the investment allocations that were in
place  on  the  Income  Date.

If  you  choose  to  have  any  portion  of your Annuity Payments based on the
investment  performance  of  the Funds, the dollar amount of your payment will
depend  upon three things: 1) the value of your Contract in the Fund(s) on the
Income  Date,  2) the 5% assumed investment rate used in the annuity table for
the  Contract,  and  3)  the  performance  of the Fund(s) you selected. If the
actual  performance  exceeds  the  5% assumed rate, your Annuity Payments will
increase. Similarly, if the actual rate is less than 5%, your Annuity Payments
will  decrease.    

ANNUITY  OPTIONS

You  can  choose  one  of  the  following Annuity Options or any other Annuity
Option  you  want  and  that  Preferred  Life agrees to provide. After Annuity
Payments  begin,  you  cannot  change  the  Annuity  Option.

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

OPTION  2.  LIFE ANNUITY WITH 5, 10, 15 OR 20 YEAR PAYMENTS GUARANTEED.  Under
this option, we will make monthly Annuity Payments so long as the Annuitant is
alive. However, if, when the Annuitant dies, we have made Annuity Payments for
less  than  the  selected  guaranteed period, we will continue to make Annuity
Payments  to  you for the rest of the guaranteed period. If you do not want to
receive  Annuity  Payments,  you  can  ask  us  for  a  single  lump  sum.

OPTION  3.  JOINT  AND LAST SURVIVOR ANNUITY.  Under this option, we will make
monthly  Annuity  Payments  during the joint lifetime of the Annuitant and the
joint  Annuitant.  When  the  Annuitant  dies, if the joint Annuitant is still
alive,  we  will  continue  to  make  Annuity  Payments,  so long as the joint
Annuitant  continues  to live. The amount of the Annuity Payments we will make
to  the  survivor can be equal to 100%, 75% or 50% of the amount that we would
have  paid if they both were alive. The monthly Annuity Payments will end when
the  last  surviving  Annuitant  dies.

OPTION 4. JOINT AND LAST SURVIVOR ANNUITY WITH 5, 10, 15 OR 20 YEAR PAYMENTS
GUARANTEED.  Under this option, we will make monthly Annuity Payments during
the joint lifetime of the Annuitant and the joint Annuitant. When the
Annuitant dies, if the joint Annuitant is still alive, we will continue to 
make Annuity Payments, so long as the surviving Annuitant continues to live, 
at 100% of the amount that would have been paid if they were both alive. If,
when the last death occurs, we have made Annuity Payments for less than the
selected guaranteed period, we will continue to make Annuity Payments to you
or any person you designate for rest of the guaranteed period. If you do not
want to receive Annuity Payments, you can ask us for a single lump sum. 

OPTION  5.  REFUND  LIFE  ANNUITY.    Under  this option, we will make monthly
Annuity  Payments  during  the  Annuitant's lifetime. The last Annuity Payment
will  be  made  before the Annuitant dies with a guarantee that Preferred Life
will  pay  you  a refund if the amount (units) annuitized has not been repaid.

3.      PURCHASE

PURCHASE  PAYMENTS
   
A  Purchase  Payment  is  the  money  you  invest in the Contract. The minimum
payment  Preferred Life will accept is $5,000 when the Contract is bought as a
Non-Qualified  Contract. If you enroll in the automatic investment plan (which
is  described  below),  your Purchase Payment can be $2,000. If you are buying
the  Contract  as  part  of  an IRA (Individual Retirement Annuity), 401(k) or
other qualified plan, the minimum amount we will accept is $2,000. The maximum
we  will  accept  without  our  prior  approval  is  $1  million. You can make
additional  Purchase  Payments of $250 (or as low as $100 if you have selected
the  automatic  investment plan) or more to either type of Contract. Preferred
Life  may,  at its sole discretion, waive minimum payment requirements. At the
time you buy the Contract, you and the Annuitant cannot be older than 85 years
old.    

AUTOMATIC  INVESTMENT  PLAN

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

ALLOCATION  OF  PURCHASE  PAYMENTS

When  you  purchase  a Contract, we will allocate your Purchase Payment to the
Fixed  Account  and/or one or more of the Funds you have selected. We ask that
you  allocate your money in either whole percentages or round dollars. You can
instruct  us  how to allocate additional Purchase Payments you make. If you do
not  instruct  us,  we  will  allocate  them  in the same way as your previous
instructions  to  us. Preferred Life reserves the right to limit the number of
Funds  that  you  may  invest  in at one time. Currently, you may invest in 10
investment options at one time (which includes any of the 23 Funds of Franklin
Valuemark  Funds  listed  in  Section  4  and the Preferred Life Fixed Account
   option)    .  We  may change this in the future. However, we will always 
allow you to  invest  in  at  least  five  Funds.

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

FREE  LOOK
   
If you change your mind about owning the Contract, you can cancel it within 10
days  after receiving it. Return of the Contract by mail is effective on being
postmarked,  properly  addressed  and  postage  prepaid.  When  you cancel the
Contract  within this time period, Preferred Life will not assess a contingent
deferred  sales  charge. You will receive back whatever your Contract is worth
on  the  day we receive your request. If you have purchased the Contract as an
IRA,  we  are required to give you back your Purchase Payment if you decide to
cancel  your  Contract within 10 days after receiving it. If that is the case,
we  have  the  right  to put your initial Purchase Payment in the Money Market
Fund  for 15 days after we issue your Contract.  At the end of that period, we
will  re-allocate  your  money  as  you  selected. Currently, however, we will
directly allocate your money to the Funds and/or the Fixed Account as you have
selected.    

ACCUMULATION  UNITS

The value of the portion of your Contract allocated to the Funds will go up or
down  depending upon the investment performance of the Fund(s) you choose. The
value  of  your  Contract will also depend on the expenses of the Contract. In
order to keep track of the value of your Contract, we use a measurement called
an  Accumulation  Unit  (which  is  like a share of a mutual fund). During the
   Payout      Phase  of  the  Contract  we  call  it  an  Annuity  Unit.
   
Every  business  day  we  determine  the  value  of  an  Accumulation  Unit by
multiplying  the  Accumulation  Unit value for the previous period by a factor
for  the  current  period.  The  factor  is  determined  by:    

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

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

The  value  of  an  Accumulation  Unit  may  go  up  or  down from day to day.
   
When  you  make  a Purchase Payment, we credit your Contract with Accumulation
Units for any portion of your Purchase Payment allocated to a Fund. The number
of  Accumulation  Units  credited  is determined by dividing the amount of the
Purchase  Payment  allocated  to a Fund by the value of the Accumulation Unit.
    
We  calculate  the  value  of  an  Accumulation  Unit after the New York Stock
Exchange  closes  each  day  and  then  credit  your  Contract.

EXAMPLE:
   
On Wednesday we receive an additional Purchase Payment of $3,000 from you. You
have  told  us you want this to go to the Growth and Income Fund. When the New
York  Stock  Exchange closes on that Wednesday, we determine that the value of
an  Accumulation  Unit based on an investment in the Growth and Income Fund is
$12.50.  We then divide $3,000 by $12.50 and credit your Contract on Wednesday
night  with  240  Accumulation  Units.    

4.      INVESTMENT  OPTIONS

The  Contract  offers 23 Funds of Franklin Valuemark Funds and a Fixed Account
option  of  Preferred  Life.  Additional Funds may be available in the future.

YOU  SHOULD READ THE FRANKLIN VALUEMARK FUNDS PROSPECTUS (WHICH IS ATTACHED TO
THIS  PROSPECTUS)  CAREFULLY  BEFORE  INVESTING.

Franklin  Valuemark  Funds  is  the mutual fund underlying your Contract. Each
Fund  has its own investment objective. Franklin Advisers, Inc. serves as each
Fund's  investment  manager  (except  the  Templeton  Global  Growth Fund, the
Templeton  Developing  Markets  Equity  Fund,  the  Templeton  Global  Asset
Allocation  Fund,  the  Templeton  International  Smaller  Companies Fund, the
Rising  Dividends  Fund,  the  Mutual  Shares  Securities  Fund and the Mutual
Discovery  Securities  Fund).  The investment manager for the Templeton Global
Growth  and  the  Templeton  Global Asset Allocation Funds 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 Rising Dividends Fund is Franklin
Advisory Services, Inc. The investment manager for the Mutual Shares
Securities and  the  Mutual  Discovery Securities Funds is Franklin Mutual 
Advisers, Inc. Certain managers have retained one or more subadvisers to help
them manage the Funds.

Franklin  Valuemark  Funds  serves  as the underlying mutual fund for variable
life  insurance  policies  offered by an affiliate of Preferred Life and other
variable  annuity  contracts  offered  by  Preferred  Life and its affiliates.
Franklin  Valuemark  Funds  does  not believe that offering its shares in this
manner  will  be  disadvantageous  to  you.

The  following  is a list of the Funds which are available under the Contract:

FUND  SEEKING  STABILITY  OF  PRINCIPAL  AND  INCOME:
   
Money  Market  Fund

FUNDS  SEEKING  CURRENT  INCOME:

High  Income  Fund
Templeton  Global  Income  Securities  Fund
U.S.  Government  Securities  Fund
Zero  Coupon  Funds  -  2000,  2005  and  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

TRANSFERS

You  can transfer money among the 23 Funds and/or the Fixed Account. Preferred
Life  currently allows you to make as many transfers as you want to each year.
Preferred  Life  may change this practice in the future. However, this product
is  not designed for professional market timing organizations or other persons
using programmed, large frequent transfers. Such activity may be disruptive to
a  Fund.  We  reserve  the  right  to  reject  any  specific  Purchase Payment
allocation  or transfer request from a professional market timer or registered
representative  or  to  prohibit these types of transfers if we determine that
they  could  harm  a  Fund.    

Your  Contract  provides  that  you  can  make  3 transfers every year without
charge.  However,  currently  Preferred  Life permits you to make 12 transfers
every  year  without charge. We measure a year from the anniversary of the day
we  issued your Contract. You can make a transfer to or from the Fixed Account
and  to  or from any Fund. If you make more than 12 transfers in a year, there
is a transfer fee deducted. The fee is $25 per transfer or, if less, 2% of the
amount  transferred.  The  following  applies  to  any  transfer:

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

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

     3.  Your  request  for a transfer must clearly state which Fund(s) or the
Fixed  Account  is  involved  in  the  transfer.

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

     5. You cannot make any transfers within 7 calendar days prior to the date
your  first  Annuity  Payment  is  due.

     6.    During  the  Payout Phase, you may not make a transfer from a Fixed
Annuity  Option  to  a  variable  Annuity  Option.

     7.    During  the    Payout     Phase, you can make at least one transfer
from a variable  Annuity  Option  to  a  Fixed  Annuity  Option.

Preferred  Life  has  reserved  the  right  to  modify the transfer provisions
subject  to  the  guarantees  described  above.
   
You  can  make  transfers  by  telephone  by properly completing the telephone
transfer  forms  provided  by  Preferred  Life.  We may allow you to authorize
someone  else  to  make  transfers by telephone on your behalf. If you own the
Contract  with  a  Joint Owner, unless Preferred Life is instructed otherwise,
Preferred Life will accept instructions from either one of you. Preferred Life
will  use  reasonable  procedures  to  confirm  that  instructions given us by
telephone  are genuine. If we do not use such procedures, we may be liable for
any losses due to unauthorized or fraudulent instructions. Preferred Life tape
records  all  telephone  instructions.    

DOLLAR  COST  AVERAGING  PROGRAM

The  Dollar Cost Averaging Program allows you to systematically transfer a set
amount  of  money each month or quarter from any one Fund or the Fixed Account
to  up  to  eight  of  the  other  Funds. By allocating amounts on a regularly
scheduled  basis,  as opposed to allocating the total amount at one particular
time,  you  may  be less susceptible to the impact of market fluctuations. You
may  only  participate  in  this  program  during  the  Accumulation  Phase.

You  must participate in the program for at least six months (or two quarters)
and  must  transfer  at  least  $500  each time (or $1,500 each quarter). Your
allocations  can  be  in  whole percentages or dollar amounts. The Fund(s) you
transfer  from may not be the Fund(s) you transfer to in this program. You may
elect  this  program  by  properly  completing the Dollar Cost Averaging forms
provided  by  Preferred  Life.

All  Dollar Cost Averaging transfers will be made on the 10th day of the month
unless that day is not a business day. If it is not, then the transfer will be
made  the  next  business  day.

Your  participation  in the program will end when any of the following occurs:
(1) the number of desired transfers have been made; (2) you do not have enough
money  in  the Fund(s) or Fixed Account to make the transfer (if less money is
available, that amount will be dollar cost averaged and the program will end);
(3)  you request to terminate the program (your request must be received by us
by  the  first  of  the  month  to  terminate that month); (4) the Contract is
terminated;  or  (5)  we  receive  proof  of  the  Contract  Owner's  death.

If  you  participate  in the Dollar Cost Averaging Program, the transfers made
under  the program are not taken into account in determining any transfer fee.
You  may  not  participate  in  the Dollar Cost Averaging Program and Flexible
Rebalancing  at  the  same  time.

FLEXIBLE  REBALANCING
   
Once your money has been invested, the performance of the Funds may cause your
chosen  allocation  to  shift.  Flexible  Rebalancing  is designed to help you
maintain  your  specified  allocation  mix  among the different Funds. You can
direct  us  to  readjust  your  Contract  value on a quarterly, semi-annual or
annual basis to return to your original Fund allocations. Flexible Rebalancing
transfers  will  be made on the 20th day of the month unless that day is not a
business  day.  If  it  is not, then the transfer will be made on the previous
day.  If you participate in Flexible Rebalancing, the transfers made under the
program  are not taken into account in determining any transfer fee. The Fixed
Account  is  not  permitted  to  be  part  of  Flexible  Rebalancing.

VOTING  PRIVILEGES

Preferred  Life  is  the  legal owner of the Fund shares. However, when a Fund
solicits  proxies  in conjunction with a shareholder vote, Preferred Life will
obtain from you and other Contract Owners instructions as to how to vote those
shares.  When we receive those instructions, we will vote all of the shares we
own  in  proportion  to  those instructions. This will also include any shares
that  Preferred  Life  owns on its own behalf. Should Preferred Life determine
that  it  is  no  longer  required  to comply with the above, we will vote the
shares  in  our  own  right.    

SUBSTITUTION

Preferred  Life  may  be  required  to  substitute  one  of the Funds you have
selected with another Fund. We would not do this without the prior approval of
the  Securities  and  Exchange  Commission.  We  will  give  you notice of our
intention  to  do  this.

5.      EXPENSES

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

INSURANCE  CHARGES

Each  day,  Preferred  Life  makes  a  deduction  for  its  insurance charges.
Preferred  Life  does  this  as  part  of  its calculation of the value of the
Accumulation  Units and the Annuity Units. The insurance charge has two parts:
1)  the  mortality  and  expense risk charge and 2) the administrative charge.
   
MORTALITY  AND  EXPENSE  RISK  CHARGE  .   During the Accumulation Phase, this
charge  is  equal,  on an annual basis, to 1.34% of the average daily value of
the  contract  invested in a Fund, after the deduction of expenses. During the
Payout Phase, the charge is equal, on an annual basis, to 1.25% of the average
daily  value  of  the  Contract  invested  in  a  Fund, after the deduction of
expenses.  This  charge compensates us for all the insurance benefits provided
by  your  Contract  (for  example,  the  guarantee of annuity rates, the death
benefits,  certain expenses related to the contract, and for assuming the risk
(expense  risk) that the current charges will be insufficient in the future to
cover the cost of administering the contract). The amount of the mortality and
expense  risk  charge  is  less during the Payout Phase because Preferred Life
does  not  pay a death benefit separate from benefits under the Annuity Option
if  you  die  during  the  Payout  Phase.

ADMINISTRATIVE  CHARGE  . This charge is equal, on an annual basis, to .15% of
the  average  daily  value  of  the  Contract  invested  in  a Fund, after the
deduction  of  expenses.  This  charge, together with the contract maintenance
charge (which is explained below), is for all the expenses associated with the
administration of the Contract. Some of these expenses include: preparation of
the  contract,  confirmations,  annual  reports and statements, maintenance of
contract records, personnel costs, legal and accounting fees, filing fees, and
computer  and  systems  costs.    

CONTRACT  MAINTENANCE  CHARGE

Every  year  on  the  anniversary  of  the date when your Contract was issued,
Preferred  Life  deducts  $30  from  your  Contract  as a contract maintenance
charge.  This  charge  is for administrative expenses (see above). This charge
can  not  be  increased.
   
However,  during  the  Accumulation Phase, if the value of your Contract is at
least  $50,000 when the deduction for the charge is to be made, Preferred Life
will  not  deduct this charge. If you own more than one Valuemark IV Contract,
Preferred  Life  will  determine  the  total  value  of  all your Valuemark IV
Contracts.  If  the  total  value  of  all Contracts registered under the same
social security number is at least $50,000, Preferred Life will not assess the
contract  maintenance charge. If the Contract is owned by a non-natural person
(e.g.,  a corporation), Preferred Life will look to the Annuitant to determine
if  it  will  assess  the  charge.

If  you make a complete surrender from your Contract, the contract maintenance
charge  will  also  be  deducted.  During the Payout Phase, the charge will be
collected  monthly  out  of  each  Annuity  Payment.

CONTINGENT  DEFERRED  SALES  CHARGE

Surrenders  may  be  subject to a contingent deferred sales charge. During the
Accumulation Phase, you can make surrenders from your Contract. Preferred Life
keeps  track  of  each Purchase Payment you make. The amount of the contingent
deferred  sales  charge  depends  upon  how  long  Preferred Life has had your
payment.  The  charge  is:


<TABLE>
<CAPTION>
<S>                                <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
Number of complete years from
   receipt of purchase payment:    0   1   2   3   4   5   6   7 or more 

Contingent Deferred Sales Charge:  6%  6%  6%  5%  4%  3%  2%  0%
</TABLE>

However, after Preferred Life has had a Purchase Payment for 7 years, there is
no  charge  when  you  surrender  that  Purchase  Payment. For purposes of the
contingent  deferred sales charge, Preferred Life treats withdrawals as coming
from  the  oldest  Purchase Payments first. Preferred Life does not assess the
contingent  deferred sales charge on any payments paid out as Annuity Payments
or  as  death  benefits.

NOTE:  For  tax purposes, surrenders are considered to have come from the last
money  you  put  into  the  Contract.  Thus,  for  tax  purposes, earnings are
considered  to  come  out  first.

FREE  SURRENDER AMOUNT - Each year after the first Contract year, you can make
multiple  surrenders up to 15% of the value of your Contract and no contingent
deferred  sales  charge will be deducted from the 15% you take out. Surrenders
in excess of that free amount will be subject to the contingent deferred sales
charge. If you do not surrender the full 15% in any one Contract year, you may
not  carry  over  the  remaining  percentage  amount  to  another  year.

You may also select to participate in the Systematic Withdrawal Program or the
Minimum  Distribution  Program  which allow you to make surrenders without the
deduction of the contingent deferred sales charge under certain circumstances.
You  cannot  use these Programs and the 15% free withdrawal amount in the same
Contract  year.  See Section 7 - Access to Your Money for a description of the
Systematic  Withdrawal  Program  and  the  Minimum  Distribution  Program.    

WAIVER  OF  CONTINGENT  DEFERRED  SALES  CHARGE  BENEFITS

Under  certain circumstances, after the first year, Preferred Life will permit
you  to  take  your  money  out of the Contract without deducting a contingent
deferred  sales  charge:  1) if you become terminally ill, which is defined as
life expectancy of 12 months or less (a full surrender of the Contract will be
required);  or  2)  if  you  become  totally  disabled  for  at least 90 days.
   
Also,  after  the  first  year,  if  you  become  unemployed  for  at least 90
consecutive    days,  you can take up to 50% of your money out of the Contract
without  incurring  a  contingent  deferred  sales  charge.  This  benefit  is
available  only  once during the life of the contract and you may not use both
this  benefit  and  the  15% free withdrawal amount in the same Contract year.
    
REDUCTION  OR  ELIMINATION  OF  THE  CONTINGENT  DEFERRED  SALES  CHARGE

Preferred  Life will reduce or eliminate the amount of the contingent deferred
sales  charge  when  the Contract is sold under circumstances which reduce its
sales  expenses.  Some  examples are: if there is a large group of individuals
that  will be purchasing the Contract or a prospective purchaser already had a
relationship  with Preferred Life. Preferred Life will not deduct a contingent
deferred  sales  charge  under  a  Contract  issued to an officer, director or
employee  of  Preferred  Life  or  any  of  its  affiliates. Any circumstances
resulting  in reduction or elimination of the contingent deferred sales charge
requires  prior  approval  of  Preferred  Life.

TRANSFER  FEE

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

INCOME  TAXES

Preferred Life will deduct from the Contract for any income taxes which it may
incur  because  of  the  Contract. Currently, Preferred Life is not making any
such  deductions.

FUND  EXPENSES
   
There  are  deductions  from  the  assets  of  the various Funds for operating
expenses  (including  management  fees)  which  are  described in the attached
prospectus  for  Franklin  Valuemark  Funds.    

6.      TAXES

NOTE:  PREFERRED  LIFE  HAS  PREPARED  THE FOLLOWING INFORMATION ON TAXES AS A
GENERAL  DISCUSSION  OF  THE  SUBJECT.  IT  IS NOT INTENDED AS TAX ADVICE. YOU
SHOULD  CONSULT  YOUR  OWN TAX ADVISER ABOUT YOUR OWN CIRCUMSTANCES. PREFERRED
LIFE  HAS  INCLUDED ADDITIONAL INFORMATION REGARDING TAXES IN THE STATEMENT OF
ADDITIONAL  INFORMATION.

ANNUITY  CONTRACTS  IN  GENERAL

Annuity  contracts  are  a  means  of  setting  aside money for future needs -
usually  retirement.  Congress  recognized how important saving for retirement
was  and  provided  special  rules  in  the  Internal  Revenue Code (Code) for
annuities.
   
Basically,  these  rules provide that you will not be taxed on any earnings on
the  money held in your annuity Contract until you take the money out. This is
referred  to as Tax Deferral. There are different rules regarding how you will
be  taxed depending upon how you take the money out and the type of Contract -
Qualified  or  Non-Qualified  (see  following  sections).

You,  as  the  Contract  Owner, will not be taxed on increases in the value of
your  Contract  until  a  distribution  occurs  -  either as a surrender or as
Annuity Payments. When you make a surrender you are taxed on the amount of the
surrender  that  is  earnings.  For Annuity Payments, different rules apply. A
portion  of  each  Annuity  Payment  you  receive will be treated as a partial
return  of your Purchase Payments and will not be taxed. The remaining portion
of  the  Annuity  Payment  will be treated as ordinary income. How the Annuity
Payment  is  divided between taxable and non-taxable portions depends upon the
period  over  which  the  Annuity  Payments  are  expected to be made. Annuity
payments  received  after  you have received all of your Purchase Payments are
fully  includible  in  income.    

When  a  Non-Qualified  Contract  is  owned  by  a non-natural person (e.g., a
corporation  or  certain  other entities other than tax-qualified trusts), the
Contract  will  generally  not be treated as an annuity for tax purposes. This
means  that  the Contract may not receive the benefits of Tax-Deferral. Income
may  be  taxed  as  ordinary  income  every  year.

QUALIFIED  AND  NON-QUALIFIED  CONTRACTS

If you purchase the Contract under a Qualified plan, your Contract is referred
to  as  a  Qualified  Contract.  Examples  of  Qualified plans are: Individual
Retirement Annuities (IRAs), Tax-Sheltered Annuities (sometimes referred to as
403(b)  contracts),  H.R. 10 Plans (sometimes referred to as Keogh Plans), and
pension  and  profit-sharing  plans,  which  include  401(k)  plans.

If  you  do not purchase the Contract under a Qualified plan, your contract is
referred  to  as  a  Non-Qualified  Contract.

SURRENDERS  -  NON-QUALIFIED  CONTRACTS
   
If  you  make a surrender from your Contract, the Code treats such a surrender
as  first  coming  from earnings and then from your Purchase Payments. In most
cases,  such  withdrawn  earnings  are  includible  in  income.

The  Code  also  provides  that  any amount received under an annuity contract
which is included in income may be subject to a tax penalty. The amount of the
penalty  is  equal  to  10%  of  the amount that is includible in income. Some
surrenders will be exempt from the penalty. They include any amounts: (1) paid
on  or after the taxpayer reaches age 59 1/2; (2) paid after you die; (3) paid
if  the  taxpayer  becomes  totally  disabled  (as that term is defined in the
Code);  (4) paid in a series of substantially equal payments made annually (or
more  frequently)  for  the  life or life expectancy of the taxpayer; (5) paid
under  an  immediate  annuity;  or  (6) which come from Purchase Payments made
prior  to  August  14,  1982.

SURRENDERS  -  QUALIFIED  CONTRACTS

The  above information describing the taxation of Non-Qualified Contracts does
not  apply  to  Qualified  Contracts.  There  are  special  rules  that govern
Qualified  Contracts.  A more complete discussion of surrenders from Qualified
Contracts  is  contained  in  the  Statement  of  Additional  Information.

SURRENDERS  -  TAX-SHELTERED  ANNUITIES

The Code limits the surrender of Purchase Payments made by owners from certain
Tax-Sheltered  Annuities.  Surrenders  can only be made when a Contract Owner:
(1) reaches age 59-1/2; (2) leaves his/her job; (3) dies; (4) becomes disabled
(as  that  term  is  defined  in  the  Code);  or (5) in the case of hardship.
However,  in  the  case  of hardship, the Contract Owner can only withdraw the
Purchase  Payments  and  not  any  earnings.    

DIVERSIFICATION

The  Code provides that the underlying investments for a variable annuity must
satisfy  certain  diversification  requirements  in  order to be treated as an
annuity  contract. Preferred Life believes that the Funds are being managed so
as  to  comply  with  the  requirements.

Neither  the  Code nor the Internal Revenue Service Regulations issued to date
provide  guidance  as  to  the  circumstances  under which you, because of the
degree  of  control  you  exercise  over  the  underlying investments, and not
Preferred  Life  would  be considered the owner of the shares of the Funds. If
this occurs, it will result in the loss of the favorable tax treatment for the
Contract.  It  is unknown to what extent under federal tax law Contract Owners
are permitted to select Funds, to make transfers among the Funds or the number
and type of Funds owners may select from. If any guidance is provided which is
considered  a  new  position,  then  the  guidance  would generally be applied
prospectively.  However,  if  such  guidance  is  considered  not  to be a new
position,  it  may  be applied retroactively. This would mean that you, as the
owner  of  the  contract,  could  be  treated  as  the  owner  of  the  Funds.

Due  to  the  uncertainty  in  this area, Preferred Life reserves the right to
modify  the  contract  in  an  attempt  to  maintain  favorable tax treatment.

7.      ACCESS  TO  YOUR  MONEY
   
You  can  have access to the money in your Contract: (1) by making a surrender
(either a partial or a total surrender); (2) by receiving Annuity Payments; or
(3)  when  a death benefit is paid to your Beneficiary. Surrenders can only be
made  during  the  Accumulation  Phase.

When  you make a complete surrender you will receive the value of the Contract
on  the  day  you  made  the surrender less any applicable contingent deferred
sales  charge,  less any premium tax and less any contract maintenance charge.
(See  Section  5  -  Expenses  for  a  discussion  of  the  charges.)

Any  partial  surrender  must  be  for  at least $500 and, unless you instruct
Preferred  Life  otherwise,  will  be made pro-rata from all the Funds and the
Fixed  Account  you  selected.  Preferred  Life requires that after you make a
partial  surrender  the  value  of  your  Contract  must  be  at least $2,000.

INCOME  TAXES,  TAX  PENALTIES  AND  CERTAIN  RESTRICTIONS  MAY  APPLY  TO ANY
SURRENDER  YOU  MAKE.

There  are  limits  to  the  amount  you  can  surrender from a Qualified plan
referred  to as a 403(b) plan. For a more complete explanation see Section 6 -
Taxes  and  the  discussion  in  the  SAI.

SYSTEMATIC  WITHDRAWAL  PROGRAM

If  the  value  of  your Contract is at least $25,000, Preferred Life offers a
plan  which  provides automatic monthly or quarterly payments to you from your
Contract  each  year. The total systematic withdrawals which you can make each
year  without  Preferred  Life deducting a contingent deferred sales charge is
limited  to  15%  of the value of your Contract determined on the business day
before  we  receive  your request. You may surrender any amount you want under
this program if your payments are no longer subject to the contingent deferred
sales  charge.  You  may  not  participate  in  this  program  if  you  own  a
Non-Qualified  Contract and are under age 59 1/2. If you make surrenders under
this plan, you may not also use the 15% free surrender amount that year. For a
discussion  of the contingent deferred sales charge and the 15% free surrender
amount,  see  Section 5 - Expenses. All systematic withdrawals will be made on
the  9th day of the month unless that day is not a business day. If it is not,
then  the  surrender  will  be  made  the  previous  business  day.    

INCOME  TAXES  MAY  APPLY  TO  SYSTEMATIC  WITHDRAWALS.

MINIMUM  DISTRIBUTION  PROGRAM
   
If  you own a Contract that is an Individual Retirement Annuity (IRA), you may
select  the  Minimum  Distribution Program. Under this program, Preferred Life
will  make  payments  to  you from your Contract that are designed to meet the
applicable  minimum  distribution requirements imposed by the Internal Revenue
Code  for  IRAs.  If the value of your Contract is at least $25,000, Preferred
Life  will  make payments to you on a monthly or quarterly basis. The payments
will  not  be  subject  to  the  contingent  deferred sales charge and will be
instead  of  the  15%  free  surrender  amount.    
   
SUSPENSION  OF  PAYMENTS  OR  TRANSFERS

Preferred  Life may be required to suspend or postpone payments for surrenders
or  transfers  for  any  period  when:    

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

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

     3.   an emergency exists as a result of which disposal of the Fund shares
is  not  reasonably  practicable or Preferred Life cannot reasonably value the
Fund  shares;
   
     4.   during any other period when the Securities and Exchange Commission,
by  order,  so  permits  for  the  protection  of  Contract  Owners.    

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

8.      PERFORMANCE
   
Preferred  Life  periodically  advertises  performance  of  the various Funds.
Preferred Life will calculate performance by determining the percentage change
in  the  value of an Accumulation Unit by dividing the increase (decrease) for
that  unit  by  the  value  of  the  Accumulation Unit at the beginning of the
period.  This  performance  number  reflects  the  deduction  of the insurance
charges.  It  does  not  reflect  the  deduction  of any applicable contingent
deferred  sale  charge  and  contract maintenance charge. The deduction of any
applicable  contract  maintenance charge and contingent deferred sales charges
would  reduce the percentage increase or make greater any percentage decrease.
Any  advertisement will also include average annual total return figures which
reflect  the  deduction of the insurance charges, contract maintenance charge,
contingent  deferred  sales  charges  and the expenses of the Funds. Preferred
Life  may also advertise cumulative total return information. Cumulative total
return  is determined the same way except that the results are not annualized.

Certain  Funds  have  been  in  existence  for  some  time and have investment
performance  history.  However, the Contracts are new. In order to demonstrate
how the actual investment experience of the Funds may affect your Accumulation
Unit values, Preferred Life has prepared hypothetical performance information.
The  performance is based on the historical performance of the Funds, modified
to  reflect  the  charges  and  expenses of your Contract as if it had been in
existence  for  the  time  periods  shown.  The  information is based upon the
historical  experience  of  the  Funds  and does not represent past or predict
future  performance.

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

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

9.      DEATH  BENEFIT

UPON  YOUR  DEATH

If  you  die during the Accumulation Phase, a death benefit is payable to your
Beneficiary  (see  below). No separate death benefit is paid during the
   Payout     Phase.  If  you  have  a  Joint Owner, and the Joint Owner 
dies, the surviving Owner  will  be  considered  the  Beneficiary.  Joint  
Owners must be spouses.

The  death  benefit  will  be  the  greater  of:  1) the current value of your
Contract,  less  any  taxes  on  the day all claim proofs and payment election
forms  are  received  by Preferred Life at the Valuemark Service Center; or 2)
(if  applicable) as set forth in the enhanced death benefit endorsement to the
Contract,  the guaranteed minimum death benefit, less any taxes, as of the day
you  die.  Certain  Contract Owners will not receive an enhanced death benefit
endorsement.  For  these Contract Owners, the death benefit is as set forth in
Item No. 1 above. The guaranteed minimum death benefit is equal to the greater
of:  A)  the payments you have made, less any money you have taken out and any
charges  paid  on the money you have taken out; or B) the highest value of the
Contract  on  each  Contract  anniversary  prior  to an Owner's 76th birthday,
increased  by  any  payments made since that anniversary, less any money taken
out  and  charges paid on the money you have taken out since that anniversary.
If  you  have  a  Joint  Owner,  the  age  of the oldest Owner will be used to
determine  the  guaranteed minimum death benefit. The guaranteed minimum death
benefit  will  be reduced by any amounts withdrawn after the date of death. If
the Contract is owned by a non-natural person, then all references to you mean
the  Annuitant.

A  Beneficiary  may  request  that  the  death  benefit  be paid in one of the
following  ways: (1) payment of the entire death benefit within 5 years of the
date  of  death;  or (2) payment of the death benefit under an Annuity Option.

The  death  benefit  payable  under  an  Annuity  Option must be paid over the
Beneficiary's  lifetime or for a period not extending beyond the Beneficiary's
life  expectancy.  Payment must begin within one year of the date of death. If
the  Beneficiary  is  the  spouse  of the Contract Owner, he/she can choose to
continue  the  Contract  in  his/her own name at the then current value, or if
greater, the death benefit value. If a lump sum payment is elected and all the
necessary  requirements  are  met,  the  payment  will  be made within 7 days.

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

DEATH  OF  ANNUITANT

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

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

10.    OTHER  INFORMATION

PREFERRED  LIFE
   
Preferred  Life  Insurance Company of New York (Preferred Life), 152 West 57th
Street,  18th  Floor,  New York, NY 10019, was organized under the laws of the
state  of  New  York.  Preferred  Life  offers annuities and group life, group
accident and health insurance and variable annuity products. Preferred Life is
licensed  to do business in six states and the District of Columbia. Preferred
Life  is  a wholly-owned subsidiary of Allianz Life Insurance Company of North
America,  which  is  a  wholly-owned  subsidiary  of  Allianz Versicherungs AG
Holding.    

THE  SEPARATE  ACCOUNT

Preferred Life established a separate account, Preferred Life Variable Account
C  (Separate  Account),  to  hold  the assets that underlie the Contracts. The
Board  of  Directors  of  Preferred Life adopted a resolution to establish the
Separate  Account under New York insurance law on February 26, 1988. Preferred
Life  has  registered  the  Separate  Account with the Securities and Exchange
Commission  as  a  unit  investment  trust under the Investment Company Act of
1940.  The  Separate  Account  is  divided into sub-accounts. Each sub-account
invests  in  a  Fund.

The assets of the Separate Account are held in Preferred Life's name on behalf
of  the  Separate Account and legally belong to Preferred Life. However, those
assets  that  underlie  the  Contracts,  are  not  chargeable with liabilities
arising  out of any other business Preferred Life may conduct. All the income,
gains  and  losses  (realized  or  unrealized) resulting from these assets are
credited  to  or  charged  against  the  contracts  and  not against any other
contracts  Preferred  Life  may  issue.

DISTRIBUTION

NALAC Financial Plans, LLC (NFP), 1750 Hennepin Avenue, Minneapolis, MN 55403,
acts  as  the  distributor  of the contracts. NFP is an affiliate of Preferred
Life.

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  marketing of the Contracts. The New York Insurance
Department  now  permits asset based compensation. Preferred Life 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.

ADMINISTRATION

Preferred  Life has hired Delaware Valley Financial Services, Inc., 300 Berwyn
Park,  Berwyn,  Pennsylvania, to perform administrative services regarding the
contracts.  The  administrative services include issuance of the Contracts and
maintenance  of  Contract  Owner's  records.

FINANCIAL  STATEMENTS

The       financial statements of Preferred Life and the Separate Account have
been included  in  the  Statement  of  Additional  Information.

       



         TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION


Insurance  Company

Experts

Legal  Opinions

Distributor

Reduction  or  Elimination  of  the  Contingent  Deferred  Sales  Charge

Calculation  of  Performance  Data

Annuity  Provisions

Tax  Status

Mortality  and  Expense  Guarantee

Financial  Statements







                                    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 __, 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  INSURANCE  COMPANY  AT:  152  West  57th Street, 18th Floor, New York, NY
10019.

THIS   STATEMENT  OF ADDITIONAL  INFORMATION  AND THE PROSPECTUS ARE DATED May
__,  1997,  AND  AS  MAY  BE  AMENDED  FROM  TIME  TO  TIME.



                               TABLE OF CONTENTS

                                                                          PAGE

INSURANCE  COMPANY

EXPERTS

LEGAL  OPINIONS

DISTRIBUTOR

REDUCTION  OR  ELIMINATION  OF  THE  CONTINGENT  DEFERRED  SALES  CHARGE

CALCULATION  OF  PERFORMANCE  DATA

TAX  STATUS

ANNUITY  PROVISIONS

MORTALITY  AND  EXPENSE  RISK  GUARANTEE

FINANCIAL  STATEMENTS


                               INSURANCE COMPANY

Information regarding Preferred Life Insurance Company of New York ("Insurance
Company")  is  contained  in  the  Prospectus.
   
The  Insurance  Company  is rated A+ (Superior, Group 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  Insurance Company as of and for the year ended
December  31,  1996, included in this Statement of Additional Information have
been  audited  by KPMG Peat Marwick LLP, independent auditors, as indicated in
their  reports  included  in  this Statement of Additional Information and are
included  herein  in reliance upon such reports and upon the authority of said
firm  as  experts  in  accounting  and  auditing.    

                                LEGAL OPINIONS

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

                                  DISTRIBUTOR

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

       REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE

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

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

                        CALCULATION OF PERFORMANCE DATA

TOTAL  RETURN
   
From  time  to  time, the Insurance Company may advertise the performance data
for  the  Funds 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 fund over a stated period of time, usually a calendar year,
which  is  determined by dividing the increase (or decrease) in value for that
unit  by  the  accumulation  unit  value  at  the  beginning  of  the  period.

Any  such  performance  data  will  also  include  average annual total return
figures  for  one,  five  and  ten  year  (or  since  inception)  time periods
indicated.  Such  total  return  figures will reflect the deduction of a 1.34%
Mortality and Expense Risk Charge, a .15% Administrative Charge, the operating
expenses of the underlying Fund and any applicable Contract Maintenance Charge
and  Contingent  Deferred  Sales Charges. The Contingent Deferred Sales Charge
and  Contract Maintenance Charge deductions are calculated assuming a Contract
is  surrendered  at  the  end  of  the  reporting  period.

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

                                     n
                        P  (1  +  T)    =    ERV

<TABLE>
<CAPTION>
<S>   <C>  <C>
   P  =  a hypothetical initial payment of $1,000
   T  =  average annual total return
   n  =  number of years
 ERV  =  ending redeemable value of a hypothetical $1,000 payment made at
         the beginning of the time periods used at the end of such time
         periods (or fractional portion thereof).
</TABLE>

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

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

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

YIELD

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

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

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

The  Insurance  Company does not currently advertise any yield information for
the  Money  Market  Fund.
   
OTHER  FUNDS.  The Insurance Company may also quote yield in sales literature,
advertisements,  personalized  hypothetical  illustrations, and Contract Owner
communications  for  the  other  Funds. Each Fund (other than the Money Market
Fund) will publish standardized total return information with any quotation of
current  yield.    

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

                                               6
                   Yield  =  2  [[(a-b)  +  1]    -  1]
                                  _____
                                   cd
<TABLE>
<CAPTION>
<S>     <C>  <C>
Where:

     a  =  net investment income earned during the period by the Fund
           attributable to shares owned by the Fund.

     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.
</TABLE>

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

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

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

FRANKLIN  VALUEMARK  FUNDS  -  EXISTING  FUNDS

The Funds of Franklin Valuemark Funds have been in existence for some time and
have  investment  performance  history  (except  the Capital Growth, Templeton
International Smaller Companies, Mutual Shares Securities and Mutual Discovery
Securities  Funds).  In  order to show how investment performance of the Funds
affects  Accumulation  Unit  values,  the  following  hypothetical performance
information  was  developed.

The chart below shows hypothetical Accumulation Unit performance which assumes
that  the  Accumulation  Units were invested in each of the Funds for the same
periods.  The  performance  figures  in  Column  I  represent  hypothetical
performance  figures for the Accumulation Units which reflect the deduction of
the  mortality  and  expense  risk  charge,  administrative  charge,  and  the
operating expenses of the Funds. Column II represents hypothetical performance
figures  for  the  Accumulation  Units which reflect the mortality and expense
risk  charge,  administrative  charge,  the  contract  maintenance charge, the
operating  expenses of the Funds and assumes that you make a withdrawal at the
end  of  the  period  (therefore  the  contingent  deferred  sales  charge  is
reflected).  Past  performance  does  not  guarantee  future  results.


<TABLE>
<CAPTION>
Franklin Valuemark IV
Total Return for the periods ended December 31, 1996:

                                                   Column I                                 Column II
                                     ----------------------------------------  ---------------------------------------
                          Inception    One      Three     Five       Since      One      Three     Five       Since
Fund                        Date      Year      Years     Years    Inception   Year      Years     Years    Inception
- ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>       <C>       <C>        <C>       <C>       <C>       <C>        <C>
Capital Growth              5/1/96     NA        NA        NA         NA        NA        NA        NA         NA
Growth and Income          1/24/89   12.49%    12.43%    10.18%     8.67%      6.39%    10.97%     9.62%     8.58%
High Income                1/24/89   12.20%     8.43%    10.74%     8.59%      6.10%     6.87%    10.20%     8.50%
Income Securities          1/24/89    9.62%     6.88%     9.74%    10.16%      3.52%     5.26%     9.18%    10.07%
Money Market#              1/24/89    4.33%     3.60%     2.67%     3.72%     -1.77%     1.89%     1.95%     3.63%
Mutual Discovery
 Securities                11/8/96     NA        NA        NA         NA        NA        NA        NA         NA
Mutual Shares
 Securities                11/8/96     NA        NA        NA         NA        NA        NA        NA         NA
Natural Resources
 Securities*               1/24/89    2.45%    -0.08%     6.25%     4.67%     -3.65%    -1.92%     5.62%     4.58%
Real Estate Securities     1/24/89   30.84%    15.38%    14.74%    11.36%     24.74%    13.99%    14.26%    11.28%
Rising Dividends           1/27/92   22.33%    13.90%      NA        8.91%    16.23%    12.48%      NA       8.32%
Small Cap                  11/1/95   27.15%      NA        NA       24.37%    21.05%      NA        NA      19.98%
Templeton Developing
 Markets Equity            3/15/94   19.78%      NA        NA        4.98%    13.68%      NA        NA       3.17%
Templeton Global
 Asset Allocation           5/1/95   18.05%      NA        NA       14.26%    11.95%      NA        NA      11.33%
Templeton Global
 Growth                    3/15/94   19.48%      NA        NA       11.39%    13.38%      NA        NA       9.76%
Templeton Global
 Income Securities         1/24/89    8.01%     4.54%     5.20%     6.64%      1.91%     2.85%     4.55%     6.56%
Templeton
 International Equity      1/27/92   21.14%     9.47%      NA       10.01%    15.04%     7.93%      NA       9.44%
Templeton International
 Smaller Companies          5/1/96     NA        NA        NA         NA        NA        NA        NA         NA
Templeton Pacific Growth   1/27/92    9.45%     1.52%      NA       8.37%      3.35%    -0.27%      NA       7.78%
U.S. Government
 Securities                3/14/89    2.07%     4.15%     5.31%     6.65%     -4.03%     2.46%     4.66%     6.57%
Utility Equity             1/24/89    5.57%     5.98%     6.79%     9.48%      0.53%     4.34%     6.17%     9.41%
Zero Coupon - 2000#        3/14/89    0.90%     3.29%     6.27%     8.08%     -5.20%     1.57%     5.64%     8.01%
Zero Coupon - 2005#        3/14/89   -1.99%     4.27%     8.31%     9.55%     -8.09%     2.58%     7.72%     9.47%
Zero Coupon - 2010#        3/14/89   -4.14%     5.76%     9.71%    10.22%    -10.24%     4.12%     9.15%    10.14%

<FN>
*Prior to May 1, 1997, the Natural Resources Securities Fund was known as the Precious Metals Fund.
#Calculated with waiver of fees.    
</FN>
</TABLE>

                                  TAX STATUS

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

GENERAL

Section  72  of  the  Internal  Revenue  Code of 1986, as amended (the "Code")
governs  taxation  of  annuities  in general. A Contract Owner is not taxed on
increases  in the value of a Contract until distribution occurs, either in the
form  of  a  lump  sum payment or as annuity payments under the Annuity Option
elected.  For  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  includable  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 Insurance Company is taxed as a life insurance company under the Code. For
federal  income  tax  purposes,  the Separate Account is not a separate entity
from  the  Insurance  Company, and its operations form a part of the Insurance
Company.

DIVERSIFICATION

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

On  March  2,  1989,  the  Treasury Department issued regulations (Treas. Reg.
1.817-5)  which  established  diversification  requirements for the investment
portfolios  underlying  variable  contracts  such  as  the  Contracts.  The
regulations  amplify  the  diversification requirements for variable contracts
set  forth in the Code and provide an alternative to the safe harbor provision
described  above.

Under  the  regulations,  an  investment  portfolio  will be deemed adequately
diversified  if:  (1) no more than 55% of the value of the total assets of the
portfolio  is  represented  by any one investment; (2) no more than 70% of the
value  of  the  total  assets  of  the  portfolio  is  represented  by any two
investments;  (3)  no  more  than  80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the  value  of  the  total  assets of the portfolio is represented by any four
investments.

The  Code  provides  that  for  purposes  of  determining  whether  or not the
diversification  standards  imposed  on  the  underlying  assets  of  variable
contracts  by  Section  817(h)  of the Code have been met, "each United States
government  agency  or instrumentality shall be treated as a separate issuer."
The  Insurance  Company  intends  that  all  Funds of Franklin Valuemark Funds
underlying  the  Contracts  will  be  managed  by  the  Managers  for Franklin
Valuemark  Funds  in  such  a  manner  as to comply with these diversification
requirements.

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

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

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

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

MULTIPLE  CONTRACTS

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

CONTRACTS  OWNED  BY  OTHER  THAN  NATURAL  PERSONS

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

TAX  TREATMENT  OF  ASSIGNMENTS

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

INCOME  TAX  WITHHOLDING

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

Effective  January  1,  1993,  certain  distributions  from  retirement  plans
qualified  under  Section  401  or  Section  403(b) of the Code, which are not
directly  rolled  over  to  another  eligible  retirement  plan  or individual
retirement  account  or  individual  retirement  annuity,  are  subject  to  a
mandatory  20%  withholding  for  federal  income  tax.  The  20%  withholding
requirement  generally  does  not apply to: a) a series of substantially equal
payments  made  at  least  annually  for  the  life  or life expectancy of the
participant  or  joint  and  last survivor expectancy of the participant and a
designated  beneficiary,  or for a specified period of 10 years or more; or b)
distributions  which are required minimum distributions; or (c) the portion of
the  distributions  not  includible in gross income (i.e. returns of after-tax
contributions). 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 59 1/2; (b) after the death of
the  Contract Owner; (c) if the taxpayer is totally disabled (for this purpose
disability  is as defined in Section 72(m)(7) of the Code); (d) in a series of
substantially  equal  periodic payments made not less frequently than annually
for  the  life (or life expectancy) of the taxpayer or for the joint lives (or
joint  life  expectancies)  of  the taxpayer and his Beneficiary; (e) under an
immediate  annuity; or (f) which are allocable to purchase payments made prior
to  August  14,  1982.

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

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

Contracts  issued  pursuant  to  Qualified  Plans  include  special provisions
restricting  Contract provisions that may otherwise be available and described
in  this  Statement  of  Additional  Information.  Generally, Contracts issued
pursuant  to  Qualified  Plans  are  not transferable except upon surrender or
annuitization.  Various penalty and excise taxes may apply to contributions or
distributions  made  in  violation  of  applicable  limitations.  Furthermore,
certain  withdrawal  penalties  and  restrictions may apply to 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 includable 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 includable
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  59  1/2;  (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  will  no  longer  apply  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 later of: (a) the year in which the
employee  attains  age  70  1/2 or (b) the calendar year in which the employee
retires.  The date set forth in (b) does not apply to an Individual Retirement
Annuity.  Required  distributions must be over a period not exceeding the life
expectancy  of  the  individual or the joint lives or life expectancies of the
individual  and  his  or  her  designated beneficiary. If the required minimum
distributions  are not made, a 50% penalty tax is imposed as to the amount not
distributed.

TAX-SHELTERED  ANNUITIES  -  WITHDRAWAL  LIMITATIONS

The  Code  limits the withdrawal of amounts attributable to contributions made
pursuant  to a salary reduction agreement (as defined in Section 403(b)(11) of
the  Code) to circumstances only when the Contract Owner: (1) attains age 59 ;
(2) separates from service; (3) dies; (4) becomes disabled (within the meaning
of  Section  72(m)(7)  of  the Code); or (5) in the case of hardship. However,
withdrawals for hardship are restricted to the portion of the Contract Owner's
Contract  Value  which represents contributions by the Contract Owner and does
not  include  any  investment  results.  The limitations on withdrawals became
effective  on January 1, 1989 and apply only to salary reduction contributions
made after December 31, 1988, and to income attributable to such contributions
and  to  income  attributable  to  amounts  held  as of December 31, 1988. The
limitations  on  withdrawals  do  not  affect  rollovers and transfers between
certain  Qualified Plans. Contract Owners should consult their own tax counsel
or  other  tax  adviser  regarding  any  distributions.

                              ANNUITY PROVISIONS

FIXED  ANNUITY  PAYOUT

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

VARIABLE  ANNUITY  PAYOUT

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

ANNUITY  UNIT  VALUE

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

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

On  each subsequent Annuity Payment date, the total Annuity Payment is the sum
of  the  Annuity  Payments  for each Fund. The Annuity Payment in each Fund is
determined  by  multiplying the number of Annuity Units then allocated to such
Fund  by  the  Annuity  Unit  value  for  that  Fund.

On  each subsequent Valuation Date, the value of an Annuity Unit is determined
in  the  following  way:

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

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

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

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

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

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

                     MORTALITY AND EXPENSE RISK GUARANTEE

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

                             FINANCIAL STATEMENTS
   
The  audited  financial  statements of the Insurance Company as of and for the
year  ended  December  31,  1996, included herein should be considered only as
bearing  upon  the  ability  of  the Insurance Company to meet its obligations
under  the Contracts. The audited financial statements of the Separate Account
as  of  and  for  the  year  ended December 31, 1996 are also included herein.
    



PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================
Independent Auditors' Report

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

We have audited the  accompanying  statements of assets and  liabilities of the
sub-accounts  of Preferred Life Variable  Account C as of December 31, 1996, the
related  statements of operations  for the year then ended and the statements of
changes in net assets for each of the years in the two-years then ended.  These
financial   statements  are  the   responsibility  of  the  Variable   Account's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.   An  audit  includes  examining,  on  a  test  basis,  evidence
supporting the amounts and disclosures in the financial  statements.  Investment
securities  held in  custody  for  the  benefit  of the  Variable  Account  were
confirmed  to us by  the  Franklin  Valuemark  Funds.  An  audit  also  includes
assessing the accounting  principles  used and  significant  estimates made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements referred to above present fairly, in
all  material  respects,  the  assets and  liabilities  of the  sub-accounts  of
Preferred  Life  Variable  Account C at December 31, 1996,  the results of their
operations  for the year  then  ended and the  changes in their net assets for
each of the years in the  two-years  then ended,  in conformity  with  generally
accepted accounting principles.


                                    KPMG Peat Marwick LLP

Minneapolis, Minnesota
January 24, 1997

<PAGE>

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

Statements of Assets and Liabilities
December 31, 1996
(In thousands except per unit data)

                                                                   Money   Growth and Precious  High   Real Estate U.S. Government
                                                                   Market    Income    Metals  Income  Securities    Securities
                                                                    Fund      Fund      Fund    Fund      Fund          Fund
                                                                   ------    -------   ------   -----    -------   ---------------
<S>                                                               <C>      <C>        <C>     <C>      <C>         <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Money Market Fund, 32,512 shares, cost $32,512................   $32,512         -       -        -          -              -
  Growth and Income Fund, 5,631 shares, cost $83,512............         -    98,827       -        -          -              -
  Precious Metals Fund, 573 shares, cost $8,470.................         -         -   8,191        -          -              -
  High Income Fund, 2,961 shares, cost $38,665..................         -         -       -   41,925          -              -
  Real Estate Securities Fund, 918 shares, cost $14,703.........         -         -       -        -     20,338              -
  U.S. Government Securities Fund, 7,438 shares, cost $99,440...         -         -       -        -          -        100,191
                                                                   -------   -------   -----   ------    -------        -------
      Total assets..............................................    32,512    98,827   8,191   41,925     20,338        100,191
                                                                   -------   -------   -----   ------    -------        -------
Liabilities:
 Accrued mortality and expense risk charges.....................         4         5       2        4          3              5
 Accrued administrative charges.................................         -         1       -        -          -              1
                                                                   -------    ------   -----   ------     ------        -------
      Total liabilities.........................................         4         6       2        4          3              6
                                                                   -------    ------   -----   ------     ------        -------
      Net assets................................................   $32,508    98,821   8,189   41,921     20,335        100,185
                                                                   =======    ======   =====   ======     ======        =======
Contract owners' equity (note 5)................................   $32,508    98,821   8,189   41,921     20,335        100,185
                                                                   =======    ======   =====   ======     ======        =======
 Accumulation units outstanding.................................     2,433     5,070     566    2,164        859          6,017
                                                                   =======    ======  ======   ======     ======        =======
 Accumulation unit value per unit...............................   $13.359    19.490  14.467   19.375     23.668         16.650
                                                                   =======    ======  ======   ======     ======        =======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================
Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
December 31, 1996
(In thousands except per unit data)

                                                                                                           Templeton
                                                              Utility     Zero        Zero        Zero    Global Income   Income
                                                              Equity     Coupon      Coupon      Coupon    Securities   Securities
                                                               Fund    Fund - 2000 Fund - 2005 Fund - 2010    Fund         Fund
                                                              -------  ----------- ----------- ----------- -----------  ----------
<S>                                                          <C>       <C>         <C>         <C>        <C>           <C>    
Investments at net asset value:
 Franklin Valuemark Funds:
  Utility Equity Fund, 5,678 shares, cost $92,724..........  $103,231          -          -           -            -           -
  Zero Coupon Fund - 2000, 1,652 shares, cost $23,884......         -     25,088          -           -            -           -
  Zero Coupon Fund - 2005, 537 shares, cost $8,057.........         -          -      8,780           -            -           -
  Zero Coupon Fund - 2010, 460 shares, cost $6,894.........         -          -          -       7,495            -           -
  Templeton Global Income Securities Fund, 1,668 shares, 
   cost $21,451............................................         -          -          -           -       22,722           -
  Income Securities Fund, 5,701 shares, cost $86,292.......         -          -          -           -            -      98,115
                                                             --------     ------     ------      ------       ------      ------
      Total assets.........................................   103,231     25,088      8,780       7,495       22,722      98,115
                                                             --------     ------     ------      ------       ------      ------
Liabilities:
 Accrued mortality and expense risk charges................         5          3          3           3            3           5
 Accrued administrative charges............................         1          -          -           -            -           1
                                                             --------     ------     ------      ------       ------      ------
      Total liabilities....................................         6          3          3           3            3           6
                                                             --------     ------     ------      ------       ------      ------
      Net assets...........................................  $103,225     25,085      8,777       7,492       22,719      98,109
                                                             ========     ======     ======      ======       ======      ======
Contract owners' equity (note 5)...........................  $103,225     25,085      8,777       7,492       22,719           9
                                                             ========     ======     ======      ======       ======      ======
 Accumulation units outstanding............................     4,998      1,358        428         348        1,354       4,519
                                                             ========     ======     ======      ======       ======      ======
 Accumulation unit value per unit..........................   $20.654     18.475     20.517      21.522       16.781      21.708
                                                             ========     ======     ======      ======       ======      ======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================
Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
December 31, 1996
(In thousands except per unit data)

                                                              Templeton            Templeton    Templeton   Templeton   Templeton
                                                               Pacific    Rising International  Developing    Global   Global Asset
                                                               Growth   Dividends   Equity    Markets Equity  Growth    Allocation
                                                                Fund       Fund      Fund          Fund        Fund        Fund
                                                               -------   -------- ----------- -------------- --------  -----------
<S>                                                           <C>       <C>       <C>         <C>           <C>        <C> 
Investments at net asset value:
 Franklin Valuemark Funds:
  Templeton Pacific Growth Fund, 1,772 shares, cost $24,758.   $26,152         -          -            -          -           -
  Rising Dividends Fund, 3,373 shares, cost $37,522.........         -    51,938          -            -          -           -
  Templeton International Equity Fund, 4,555 shares,
   cost $59,120.............................................         -         -     70,367            -          -           -
  Templeton Developing Markets Equity Fund, 1,033 shares,
   cost $10,766.............................................         -         -          -       11,973          -           -
  Templeton Global Growth Fund, 2,109 shares, cost $24,277..         -         -          -            -     29,106           -
  Templeton Global Asset Allocation Fund, 299 shares,
   cost $3,359..............................................         -         -          -            -          -       3,762
                                                               -------    ------     ------       ------     ------      ------
      Total assets..........................................    26,152    51,938     70,367       11,973     29,106       3,762
                                                               -------    ------     ------       ------     ------      ------
Liabilities:
 Accrued mortality and expense risk charges.................         4         4          4            3          3           3
 Accrued administrative charges.............................         -         -          1            -          -           -
                                                               -------    ------     ------       ------     ------      ------
      Total liabilities.....................................         4         4          5            3          3           3
                                                               -------    ------     ------       ------     ------      ------
      Net assets............................................   $26,148    51,934     70,362       11,970     29,103       3,759
                                                               =======    ======     ======       ======     ======      ======
Contract owners' equity (note 5)............................   $26,148    51,934     70,362       11,970     29,103       3,759     
                                                               =======    ======     ======       ======     ======      ======
 Accumulation units outstanding.............................     1,751     3,394      4,375        1,042      2,146         300
                                                               =======    ======     ======       ======     ======      ======
 Accumulation unit value per unit...........................   $14.932    15.303     16.081       11.487     13.560      12.514
                                                               =======    ======     ======       ======     ======      ======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================
Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
December 31, 1996
(In thousands except per unit data)
                                                                                           Templeton
                                                                                         International Mutual     Mutual
                                                                                  Capital   Smaller   Discovery   Shares     Total
                                                                       Small Cap  Growth   Companies  Securities Securities   All
                                                                         Fund      Fund      Fund       Fund       Fund      Funds
                                                                       ---------  ------- ----------- ---------- ---------  -------
<S>                                                                    <C>       <C>      <C>         <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Small Cap Fund, 407 shares, cost $5,158...........................    $5,372        -          -          -         -
  Capital Growth Fund, 223 shares, cost $2,448......................         -    2,532          -          -         -
  Templeton International Smaller Companies Fund, 64 shares,
   cost $677........................................................         -        -        725          -         -
  Mutual Discovery Securities Fund, 27 shares, cost $275............         -        -          -        278         -
  Mutual Shares Securities Fund, 43 shares, cost $434...............         -        -          -          -       442
                                                                       -------   ------     ------     ------    ------
      Total assets..................................................     5,372    2,532        725        278       442    770,062
                                                                       -------   ------     ------     ------    ------    -------
Liabilities:
 Accrued mortality and expense risk charges.........................         3        3          3          -         -         75
 Accrued administrative charges.....................................         -        -          -          -         -          5
                                                                       -------   ------     ------     ------    ------    -------
      Total liabilities.............................................         3        3          3          -         -         80
                                                                       -------   ------     ------     ------    ------    -------
      Net assets....................................................    $5,369    2,529        722        278       442    769,982
                                                                       =======   ======     ======     ======    ======    =======
Contract owners' equity (note 5)....................................    $5,369    2,529        722        278       442    769,982
                                                                       =======   ======     ======     ======    ======    =======
 Accumulation units outstanding.....................................       416      225         65         27        43     43,898
                                                                       =======   ======     ======     ======    ======    =======
 Accumulation unit value per unit...................................   $12.913   11.254     11.145     10.180    10.330
                                                                       =======   ======     ======     ======    ======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================
Financial Statements (cont.)

Statements of Operations
For the year ended December 31, 1996
(In thousands)

                                                                 Money   Growth and Precious   High   Real Estate U.S. Government
                                                                 Market     Income    Metals   Income  Securities    Securities
                                                                  Fund       Fund      Fund     Fund      Fund          Fund
                                                                 ------  ----------  -------   ------ -----------  --------------
<S>                                                              <C>     <C>        <C>        <C>    <C>         <C>
Investment income:
 Dividends reinvested in fund shares..........................   $ 1,621      2,058      114    2,915        652        5,488
                                                                 -------     ------    -----   ------      -----       ------
Expenses:
 Mortality and expense risk charges...........................       407      1,112      113      464        205        1,040
 Administrative charges.......................................        49        133       14       56         25          125
                                                                 -------     ------    -----   ------      -----       ------
      Total expenses..........................................       456      1,245      127      520        230        1,165
                                                                 -------     ------    -----   ------      -----       ------
      Investment income (loss), net...........................     1,165        813      (13)   2,395        422        4,323
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds.........         -      7,289      105      155          -            -
                                                                 -------     ------    -----   ------      -----       ------
  Realized gains (losses) on sales of investments:
   Proceeds from sales........................................    45,742     12,271    5,134   16,229      2,671       14,379
   Cost of investments sold...................................   (45,742)   (10,552)  (4,733) (15,052)    (2,196)     (14,419)
                                                                 -------     ------    -----   ------      -----       ------
      Total realized gains (losses) on sales of
       investments, net.......................................         -      1,719      401    1,177        475          (40)
                                                                 -------     ------    -----   ------      -----       ------
      Realized gains (losses) on investments, net.............         -      9,008      506    1,332        475          (40)
  Net change in unrealized appreciation (depreciation) on
   investments................................................         -        960     (480)     754      3,748       (2,399)
                                                                 -------     ------    -----   ------      -----       ------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net........         -      9,968       26    2,086      4,223       (2,439)
                                                                 -------     ------    -----   ------      -----       ------
Net increase (decrease) in net assets from operations.........   $ 1,165     10,781       13    4,481      4,645        1,884
                                                                 =======     ======    =====   ======      =====       ======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================
Financial Statements (cont.)

Statements of Operations (cont.)
For the year ended December 31, 1996
(In thousands)
                                                                                                          Templeton   Investment
                                                              Utility     Zero       Zero       Zero    Global Income    Grade      
                                                              Equity     Coupon     Coupon     Coupon    Securities   Intermediate
                                                               Fund     Fund-2000  Fund-2005  Fund-2010     Fund       Bond Fund
                                                              ------    ---------  ---------  --------- ------------- ------------
<S>                                                          <C>       <C>         <C>        <C>       <C>           <C>
Investment income:
 Dividends reinvested in fund shares........................  $ 5,502      1,407        465       397       1,696         819
                                                               ------    -------    -------    ------     -------     -------
Expenses:
 Mortality and expense risk charges.........................    1,371        320        112        95         284         162
 Administrative charges.....................................      164         38         13        11          34          19
                                                               ------    -------    -------    ------     -------     -------
      Total expenses........................................    1,535        358        125       106         318         181
                                                               ------    -------    -------    ------     -------     -------
      Investment income (loss), net.........................    3,967      1,049        340       291       1,378         638
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds.......        -         14          -       108           -           -
                                                               ------    -------    -------    ------     -------     -------
  Realized gains (losses) on sales of investments:
   Proceeds from sales......................................   21,660      3,492      1,880     2,947       3,972      17,097
   Cost of investments sold.................................  (20,008)    (3,337)    (1,747)   (2,761)     (3,865)    (16,737)
                                                               ------    -------    -------    ------     -------     -------
      Total realized gains (losses) on sales of
       investments, net.....................................    1,652        155        133       186         107         360
                                                               ------    -------    -------    ------     -------     -------
      Realized gains (losses) on investments, net...........    1,652        169        133       294         107         360
  Net change in unrealized appreciation (depreciation) on
   investments..............................................       (4)      (990)      (672)     (957)        271        (737)
                                                               ------    -------    -------    ------     -------     -------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net......    1,648       (821)      (539)     (663)        378        (377)
                                                               ------    -------    -------    ------     -------     -------
Net increase (decrease) in net assets from operations.......  $ 5,615        228       (199)     (372)      1,756         261
                                                               ======    =======    =======    ======     =======     =======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================
Financial Statements (cont.)

Statements of Operations (cont.)
For the year ended December 31, 1996
(In thousands)
 
                                                                                    Templeton            Templeton     Templeton
                                                             Income  Adjustable U.S. Pacific   Rising  International   Developing
                                                           Securities  Government    Growth   Dividends   Equity     Markets Equity
                                                              Fund        Fund        Fund      Fund       Fund           Fund
                                                           ---------- ------------- --------- --------- ------------ --------------
<S>                                                        <C>       <C>            <C>       <C>      <C>           <C>
Investment income:
 Dividends reinvested in fund shares......................  $ 4,813       1,013         799       912     1,626            92
                                                             ------     --------    -------    ------   -------       -------
Expenses:
 Mortality and expense risk charges.......................    1,186         144         345       566       796           129
 Administrative charges...................................      142          17          41        68        96            15
                                                             ------     --------    -------    ------   -------       -------
      Total expenses......................................    1,328         161         386       634       892           144
                                                             ------     --------    -------    ------   -------       -------
      Investment income (loss), net.......................    3,485         852         413       278       734           (52)
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds.....      800           -         463         -     1,990           170
                                                             ------     --------    -------    ------   -------       -------
  Realized gains (losses) on sales of investments:
   Proceeds from sales....................................   10,171      17,081      12,517     4,769     9,752         2,310
   Cost of investments sold...............................   (9,284)    (17,814)    (11,609)   (3,837)   (8,796)       (2,183)
                                                             ------     --------    -------    ------   -------       -------
      Total realized gains (losses) on sales of
       investments, net...................................      887        (733)        908       932       956           127
                                                             ------     --------    -------    ------   -------       -------
      Realized gains (losses) on investments, net.........    1,687        (733)      1,371       932     2,946           297
  Net change in unrealized appreciation (depreciation) on
   investments............................................    3,616         356         605     8,111     8,342         1,405
                                                             ------     --------    -------    ------   -------       -------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net....    5,303        (377)      1,976     9,043    11,288         1,702
                                                             ------     --------    -------    ------   -------       -------
Net increase (decrease) in net assets from operations.....  $ 8,788         475       2,389     9,321    12,022         1,650
                                                             ======     ========    =======    ======   =======       =======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================
Financial Statements (cont.)

Statements of Operations (cont.)
For the year ended December 31, 1996
(In thousands)
                                                                                         Templeton
                                                  Templeton  Templeton                 International  Mutual      Mutual
                                                   Global  Global Asset  Small  Capital   Smaller    Discovery    Shares     Total
                                                   Growth   Allocation    Cap   Growth   Companies  Securities  Securities    All
                                                    Fund       Fund      Fund    Fund      Fund        Fund        Fund      Funds
                                                   ------- ------------  ----- --------  --------   ----------  ----------  -------
<S>                                              <C>       <C>          <C>     <C>    <C>          <C>         <C>         <C> 
Investment income:
 Dividends reinvested in fund shares............     $ 365        1         -       -          -          -           -      32,755
                                                    ------     ----    ------   -----     ------        ---         ---     -------
Expenses:
 Mortality and expense risk charges.............       288       27        19       7          3          -           -       9,195
 Administrative charges.........................        35        3         2       1          -          -           -       1,101
                                                    ------     ----    ------   -----     ------        ---         ---     -------
      Total expenses............................       323       30        21       8          3          -           -      10,296
                                                    ------     ----    ------   -----     ------        ---         ---     -------
      Investment income (loss), net.............        42      (29)      (21)     (8)        (3)         -           -      22,459
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions on mutual
   funds........................................       365        2         -       -          -          -           -      11,461
                                                    ------     ----    ------    ----     ------        ---         ---     -------
  Realized gains (losses) on sales of investments:
   Proceeds from sales..........................     1,137      229     6,080     460         93          -           -     212,073
   Cost of investments sold.....................    (1,007)    (213)   (5,985)   (440)       (91)         -           -    (202,408)
                                                    ------     ----    ------   -----     ------        ---         ---     -------
      Total realized gains (losses) on sales of
       investments, net.........................       130       16        95      20          2          -           -       9,665
                                                    ------     ----    ------   -----     ------        ---         ---     -------
      Realized gains (losses) on investments, net      495       18        95      20          2          -           -      21,126
  Net change in unrealized appreciation
  (depreciation) on investments...............       3,541      398       215      84         48          3           8      26,226
                                                    ------     ----    ------   -----     ------        ---         ---     -------
      Total realized gains (losses) and
       unrealized appreciation (depreciation) on
       investments, net........................      4,036      416       310     104         50          3           8      47,352
                                                   -------     ----    ------   -----     ------        ---         ---     -------
Net increase (decrease) in net assets from
 operations.....................................    $4,078      387       289      96         47          3           8      69,811
                                                   =======     ====    ======   =====     ======        ===         ===     =======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================
Financial Statements (cont.)

Statements  of Changes in Net Assets
For the years ended  December 31, 1996 and 1995
(In thousands)
                                                                 Growth and        Precious                        Real Estate
                                             Money Market Fund   Income Fund      Metals Fund  High Income Fund  Securities Fund
                                             -----------------   ------------     -----------  ----------------  ---------------
                                               1996     1995    1996     1995     1996   1995    1996    1995     1996    1995
                                              ------   ------  ------   ------   ------ ------  ------  ------   ------  ------
<S>                                          <C>               <C>               <C>           <C>              <C> 
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net............  $ 1,165    1,272     813     (131)    (13)     1    2,395   1,556     422     258
  Realized gains (losses) on 
   investments, net........................        -        -   9,008    2,371     506    194    1,332     184     475     186
  Net change in unrealized appreciation
   (depreciation) on investments...........        -        -     960   13,509    (480)  (159)     754   3,050   3,748   1,571
                                              ------   ------  ------   ------   -----  -----   ------  ------  ------  ------
      Net increase (decrease) in net assets
       from operations.....................    1,165    1,272  10,781   15,749      13     36    4,481   4,790   4,645   2,015
                                              ------   ------  ------   ------   -----  -----   ------  ------  ------  ------
 Contract transactions (note 5):
  Purchase payments........................   14,336   10,218  15,819    9,814   1,159    519    5,922   5,160   1,633     855
  Transfers between funds..................   (3,631)  (4,384)  6,402    9,626     669 (1,029)   1,603   4,955   1,434  (1,207)
  Surrenders and terminations..............   (7,844)  (9,094) (9,128)  (5,346)   (915)(1,297)  (5,831) (3,966) (1,728) (1,337)
  Rescissions..............................      (83)    (157)   (264)    (240)    (13)   (10)     (53)   (140)    (21)     (3)
  Other transactions (note 2)..............       (6)     (14)    (29)      21      (2)     9       (9)     26      28     (14)
                                              ------   ------  ------   ------   -----  -----   ------  ------  ------  ------
      Net increase (decrease) in net assets
       resulting from contract 
       transactions........................    2,772   (3,431) 12,800   13,875     898 (1,808)   1,632   6,035   1,346  (1,706)
                                              ------   ------  ------   ------   -----  -----   ------  ------  ------  ------
Increase (decrease) in net assets..........    3,937   (2,159) 23,581   29,624     911 (1,772)   6,113  10,825   5,991     309
Net assets at beginning of year............   28,571   30,730  75,240   45,616   7,278  9,050   35,808  24,983  14,344  14,035
                                              ------   ------  ------   ------   -----  -----   ------  ------  ------  ------
Net assets at end of year..................  $32,508   28,571  98,821   75,240   8,189  7,278   41,921  35,808  20,335  14,344
                                              ======   ======  ======   ======   =====  =====   ======  ======  ======  ======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================
Financial Statements (cont.)

Statements  of Changes in Net Assets (cont.)
For the years ended  December 31, 1996 and 1995
(In thousands)
                                              U.S. Government                        Zero Coupon    Zero Coupon     Zero Coupon
                                              Securities Fund   Utility Equity Fund   Fund-1995      Fund-2000       Fund-2005
                                              ---------------   -------------------  -----------    -----------     -----------
                                               1996      1995     1996      1995    1996    1995     1996   1995    1996   1995
                                              -------   ------   ------    ------   ----    ----     ----   ----    ----   ----
<S>                                          <C>                <C>                 <C>            <C>            <C> 
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net............   $ 4,323    4,337     3,967     4,316    -      252    1,049     703    340     222
  Realized gains (losses) on
   investments, net........................       (40)     267     1,652        56    -     (190)     169     127    133      93
  Net change in unrealized appreciation
   (depreciation) on investments...........    (2,399)   8,141        (4)   22,858    -      189     (990)  2,954   (672)  1,761
                                              -------   ------   -------   -------   ---   -----   ------  ------  -----   -----
      Net increase (decrease) in net
       assets from operations..............     1,884   12,745     5,615    27,230    -      251      228   3,784   (199)  2,076
                                              -------   ------   -------   -------   ---   -----   ------  ------  -----   -----
 Contract transactions (note 5):
  Purchase payments........................     7,463    6,927     5,199     5,661    -       98    2,220   4,576  1,208   1,474
  Transfers between funds..................    19,458      192    (9,257)       13    -   (4,137)  (1,036)  1,668   (671)    234
  Surrenders and terminations..............   (11,371) (10,634)  (14,003)  (12,439)   -   (1,151)  (2,141) (1,821)(1,026)   (674)
  Rescissions..............................      (165)    (103)      (61)      (78)   -        -      (85)    (85)   (64)    (57)
  Other transactions (note 2)..............       (19)      60       (11)      (59)   -       (3)     (10)    (10)    (2)     (5)
                                              -------   ------   -------   -------   ---   -----   ------  ------  -----   -----
      Net increase (decrease) in net
       assets resulting from contract
       transactions........................    15,366   (3,558)  (18,133)   (6,902)   -   (5,193)  (1,052)  4,328   (555)    972
                                              -------   ------   -------   -------   ---   -----   ------  ------  -----   -----
Increase (decrease) in net assets..........    17,250    9,187   (12,518)   20,328    -   (4,942)    (824)  8,112   (754)  3,048
Net assets at beginning of year............    82,935   73,748   115,743    95,415    -    4,942   25,909  17,797  9,531   6,483
                                              -------   ------   -------   -------   ---   -----   ------  ------  -----   -----
Net assets at end of year..................  $100,185   82,935   103,225   115,743    -        -   25,085  25,909  8,777   9,531
                                              =======   ======   =======   =======   ===   =====   ======  ======  =====   =====
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================
Financial Statements (cont.)

Statements  of Changes in Net Assets (cont.)
For the years ended  December 31, 1996 and 1995
(In thousands)
                                                               Templeton    Investment Grade                     Adjustable U.S.
                                             Zero Coupon     Global Income    Intermediate         Income          Government
                                             Fund - 2010    Securities Fund     Bond Fund      Securities Fund        Fund
                                            ------------    --------------- ----------------   ---------------   ---------------
                                             1996    1995    1996    1995     1996     1995     1996     1995     1996     1995
                                            ------   -----  ------  ------   ------    -----   ------   ------   ------   ------
<S>                                        <C>              <C>             <C>                <C>              <C> 
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net...........  $ 291     104    1,378     532      638      408    3,485    3,335      852      834
  Realized gains (losses) on
   investments, net.......................    294     136      107      (1)     360      113    1,687      728     (733)      30
  Net change in unrealized appreciation 
   (depreciation) on investments..........   (957)  1,835      271   2,221     (737)     742    3,616   10,992      356      408
                                           ------   -----   ------  ------   ------   ------   ------   ------   ------   ------
      Net increase (decrease) in net
       assets from operations.............   (372)  2,075    1,756   2,752      261    1,263    8,788   15,055      475    1,272
                                           ------   -----   ------  ------   ------   ------   ------   ------   ------   ------
 Contract transactions (note 5):
  Purchase payments.......................  1,097   1,373    1,712   1,801      939    1,410   10,882    9,139    1,552    3,443
  Transfers between funds.................   (935)  1,450     (928) (2,122) (15,408)    (567)  (1,355)   3,107  (15,809)  (6,777)
  Surrenders and terminations.............   (595)   (546)  (2,722) (2,408)  (1,630)  (1,685) (10,309)  (9,000)  (1,613)  (1,984)
  Rescissions.............................    (27)    (37)      (1)    (56)     (14)    (109)    (259)    (300)     (53)    (109)
  Other transactions (note 2).............     (5)      6       50      (3)      40       30       (1)     (26)      25        6
                                           ------   -----   ------  ------   ------   ------   ------   ------   ------    -----
      Net increase (decrease) in net
       assets resulting from contract
       transactions.......................   (465)  2,246   (1,889) (2,788) (16,073)    (921)  (1,042)   2,920  (15,898)  (5,421)
                                           ------   -----   ------  ------   ------   ------   ------   ------   ------    -----
Increase (decrease) in net assets.........   (837)  4,321     (133)    (36) (15,812)     342    7,746   17,975  (15,423)  (4,149)
Net assets at beginning of year...........  8,329   4,008   22,852  22,888   15,812   15,470   90,363   72,388   15,423   19,572
                                           ------   -----   ------  ------   ------   ------   ------   ------   ------   ------
Net assets at end of year................. $7,492   8,329   22,719  22,852        -   15,812   98,109   90,363        -   15,423
                                           ======   =====   ======  ======   ======   ======   ======   ======   ======   ======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================
Financial Statements (cont.)

Statements  of Changes in Net Assets (cont.)
For the years ended  December 31, 1996 and 1995
(In thousands)
                                                                                                    Templeton
                                                                                   Templeton       Developing       Templeton
                                            Templeton Pacific      Rising        International       Markets         Global
                                               Growth Fund     Dividends Fund     Equity Fund      Equity Fund     Growth Fund
                                            -----------------  --------------    -------------     -----------     -----------
                                              1996     1995     1996    1995     1996    1995     1996    1995     1996    1995
                                             ------   ------   ------  ------   ------  ------   ------   -----   ------  ------
<S>                                         <C>                <C>              <C>              <C>             <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net............   $ 413      122      278     234      734     137      (52)    (67)     42    (108)
  Realized gains (losses) on
   investments, net........................   1,371      178      932     172    2,946   1,571      297     (82)    495      40
  Net change in unrealized appreciation
   (depreciation) on investments...........     605    1,218    8,111   7,803    8,342   2,706    1,405     195   3,541   1,297
                                             ------   ------   ------  ------   ------  ------   ------   -----  ------  ------
      Net increase (decrease) in net
       assets from operations..............   2,389    1,518    9,321   8,209   12,022   4,414    1,650      46   4,078   1,229
                                             ------   ------   ------  ------   ------  ------   ------   -----  ------  ------
 Contract transactions (note 5):
  Purchase payments........................   2,063    2,320    5,191   3,197    6,974   6,496    2,224   1,669   6,947   4,462
  Transfers between funds..................     439   (3,819)   2,038   2,459    3,648  (1,789)   1,512     275   3,817   1,693
  Surrenders and terminations..............  (3,400)  (2,341)  (4,321) (2,693)  (6,296) (4,550)    (633)   (335) (1,698)   (719)
  Rescissions..............................     (20)     (28)     (78)    (85)     (18)   (162)     (32)      -    (114)    (13)
  Other transactions (note 2)..............     (17)       7       13      (2)      14       1       (6)     11      13       8
                                             ------   ------   ------  ------   ------  ------   ------   -----  ------  ------
      Net increase (decrease) in net
       assets resulting from contract
       transactions........................    (935)  (3,861)   2,843   2,876    4,322      (4)   3,065   1,620   8,965   5,431
                                             ------   ------   ------  ------   ------  ------   ------   -----  ------  ------
Increase (decrease) in net assets..........   1,454   (2,343)  12,164  11,085   16,344   4,410    4,715   1,666  13,043   6,660
Net assets at beginning of year............  24,694   27,037   39,770  28,685   54,018  49,608    7,255   5,589  16,060   9,400
                                             ------   ------   ------  ------   ------  ------   ------   -----  ------  ------
Net assets at end of year.................. $26,148   24,694   51,934  39,770   70,362  54,018   11,970   7,255  29,103  16,060
                                             ======   ======   ======  ======   ======  ======   ======   =====  ======  ======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
===========================================================================================================================
Financial Statements (cont.)

Statements  of Changes in Net Assets (cont.)
For the years ended  December 31, 1996 and 1995
(In thousands)
                                                                              Templeton
                                        Templeton                           International  Mutual      Mutual
                                      Global Asset                 Capital     Smaller    Discovery    Shares
                                       Allocation       Small      Growth     Companies   Securities  Securities
                                          Fund        Cap Fund      Fund        Fund         Fund        Fund      Total All Funds
                                      -----------     --------     -------   -----------  ----------  ----------   ---------------
                                      1996    1995  1996  1995   1996  1995  1996  1995  1996   1995  1996  1995    1996      1995
                                      ----    ----  ----  ----   ----  ----  ----  ----  ----   ----  ---   ----    ----      ----
<S>                                   <C>          <C>          <C>        <C>          <C>          <C>         <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net......  $ (29)   6    (21)   -     (8)   -     (3)   -     -      -      -    -     22,459    18,323
  Realized gains (losses) on
   investments, net..................     18    -     95    -     20    -      2    -     -      -      -    -     21,126     6,173
  Net change in unrealized
   appreciation (depreciation) on
   investments.......................    398    4    215    -     84    -     48    -     3      -      8    -     26,226    83,295
                                       -----  ---  -----  ---  -----   ---   ---   ---  ---    ---    ---  ---    -------   -------
       Net increase (decrease) in net
        assets from operations.......    387   10    289    -     96    -     47    -     3      -      8    -     69,811   107,791
                                       -----  ---  -----  ---  -----   ---   ---   ---  ---    ---    ---  ---    -------   -------
 Contract transactions (note 5):
  Purchase payments..................  1,950  210  1,263    -    788    -    229    -    18      -     50    -     98,838    80,822
  Transfers between funds............  1,240  159  3,907    -  1,776    -    446    -   257      -    384    -          -         -
  Surrenders and terminations........   (162)   -    (74)   -   (128)   -      -    -     -      -      -    -    (87,568)  (74,020)
  Rescissions........................    (35)   -    (15)   -     (3)   -      -    -     -      -      -    -     (1,478)   (1,772)
  Other transactions (note 2)........      -    -     (1)   -      -    -      -    -     -      -      -    -         65        49
                                       -----  ---  -----  ---  -----   ---   ---   ---  ---    ---    ---  ---    -------   -------
      Net increase (decrease) in net
       assets resulting from contract
       transactions..................  2,993  369  5,080    -  2,433    -    675    -   275      -    434    -      9,857     5,079
                                       -----  ---  -----  ---  -----   ---   ---   ---  ---    ---    ---  ---    -------   -------
Increase (decrease) in net assets...   3,380  379  5,369    -  2,529    -    722    -   278      -    442    -     79,668   112,870
Net assets at beginning of year......    379    -      -    -      -    -      -    -     -      -      -    -    690,314   577,444
                                       -----  ---  -----  ---  -----   ---   ---   ---  ---    ---    ---  ---    -------   -------
Net assets at end of year...........  $3,759  379  5,369    -  2,529    -    722    -   278      -    442    -    769,982   690,314
                                       =====  ===  =====  ===  =====   ===   ===   ===  ===    ===    ===  ===    =======   =======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================
Notes to Financial Statements
December 31, 1996

1. Organization

Preferred Life Variable Account C (Variable Account) is a segregated  investment
account of Preferred Life Insurance  Company of New York (Preferred Life) and is
registered  with the  Securities  and Exchange  Commission as a unit  investment
trust  pursuant to the  provisions  of the  Investment  Company Act of 1940 (as
amended). The Variable Account was established by Preferred Life on February 26,
1988  and  commenced  operations  September  6,  1991.  Accordingly,  it  is  an
accounting entity wherein all segregated account transactions are reflected.

The Variable  Account's  assets are the property of Preferred  Life and are held
for the  benefit of the owners and other  persons  entitled  to  payments  under
variable annuity contracts issued through the Variable Account and underwritten
by Preferred Life. The assets of the Variable Account, equal to the reserves and
other liabilities of the Variable  Account,  are not chargeable with liabilities
that arise from any other business which Preferred Life may conduct.

The Variable Account's  sub-accounts may invest, at net asset values, in one or
more of the funds of the Franklin  Valuemark  Funds  (FVF),  managed by Franklin
Advisers,  Inc. or other of its affiliated adviser entities,  in accordance with
the selection made by the contract owner.

Certain officers and trustees of the FVF are also officers and/or directors of
Franklin Advisers, Inc. and/or Preferred Life.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Investments

Investments  of the Variable  Account are valued daily at market value using net
asset values provided by Franklin Advisers, Inc.

Realized investment gains include gains on the sale of fund shares as determined
by the average cost method.  Dividend  distributions  received  from the FVF are
reinvested  in  additional  shares of the FVF and are  recorded as income to the
Variable Account on the ex-dividend date.

The Templeton Global Asset Allocation Fund was added as an available investment
option on August 4, 1995.  The Zero Coupon - 1995 Fund matured and was closed on
December  15,  1995.  The Small  Cap Fund,  Capital  Growth  Fund and  Templeton
International  Smaller  Companies  Fund  were  added as  available  investment
options on June 10, 1996. The Mutual Discovery Securities Fund and Mutual Shares
Securities Fund were added as available investment options on December 2, 1996.

The Investment Grade Intermediate Bond Fund and Adjustable U.S. Government Fund
were closed on October 25, 1996 when shares of the U.S. Government Securities
Fund were substituted for all shares of both funds.

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

Expenses

Asset Based Expenses

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

An administrative  charge is deducted from the Variable Account on a daily basis
equal,  on an annual  basis,  to 0.15% of the daily net  assets of the  Variable
Account.

Contract Based Expenses

A contract  maintenance  charge is paid by the contract owner annually from each
contract by  liquidating  contract  units at the end of the contract year and at
the time of full surrender.  The amount of the charge is $30 each year. Contract
maintenance  charges deducted during the years ended December 31, 1996 and 1995
were $468,180 and $475,980,  respectively.  These contract charges are reflected
in the Statements of Changes in Net Assets as other transactions.

<PAGE>

PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

2. Significant Accounting Policies (cont.)

Contract Based Expenses (cont.)

A contingent  deferred  sales charge is deducted from the contract value at the
time of a  surrender.  This  charge  applies  only to a  surrender  of  purchase
payments received within five years of the date of surrender.  For this purpose,
purchase payments are allocated on a first-in,  first-out basis. The amount of
the contingent  deferred sales charge is calculated by: (a) allocating purchase
payments to the amount surrendered;  and (b) multiplying each allocated purchase
payment  that has been held under the contract for the period shown below by the
charge shown below:
<TABLE>
<CAPTION>
                   Years Since Payment Charge
                   ------------------- ------
<S>                <C>                 <C>    
                          0-1           5%
                          1-2           5%
                          2-3           4%
                          3-4           3%
                          4-5          1.5%
                          5+            0%
</TABLE>
and (c) adding the products of each multiplication in (b) above.

A contract  owner may, not more  frequently  than once  annually on a cumulative
basis,  make a  surrender  each  contract  year of  fifteen  percent  (15%) of
purchase payments paid less any prior surrenders  without incurring a contingent
deferred sales charge.  For a partial surrender,  the contingent  deferred sales
charge will be deducted  from the remaining  contract  value,  if  sufficient;
otherwise  it will be deducted  from the amount  surrendered.  Total  contingent
deferred sales charges paid by the contract  owners for the years ended December
31, 1996 and 1995 were $1,012,666 and $1,304,496, respectively.

Currently,  twelve transfers are permitted each contract year. Thereafter,  the
fee is $25 per transfer,  or 2% of the amount transferred,  if less.  Currently,
transfers  associated  with the dollar cost  averaging  program are not counted.
Total  transfer  charges for the years ended  December  31, 1996 and 1995 were
$11,086 and $9,505, respectively.

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

On certain contracts,  a systematic withdrawal plan is available which allows an
owner to withdraw up to 9% of purchase payments less prior surrenders  annually,
paid  quarterly,  without  incurring a contingent  deferred  sales  charge.  The
exercise of the systematic withdrawal plan in any contract year replaces the 15%
penalty free privilege for that year.

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

3. Investment Transactions

The  sub-account  purchases of fund shares,  including  reinvestment of dividend
distributions,  were as  follows  during the year ended  December  31,  1996 (in
thousands):
<TABLE>
<CAPTION>
<S>                                                 <C>
Money Market Fund.................................  $49,638
Growth and Income Fund............................   33,090
Precious Metals Fund..............................    6,115
High Income Fund..................................   20,371
Real Estate Securities Fund.......................    4,423
U.S. Government Securities Fund...................   33,976
Utility Equity Fund...............................    7,363
Zero Coupon Fund - 2000...........................    3,474
Zero Coupon Fund - 2005...........................    1,655
Zero Coupon Fund - 2010...........................    2,872
Templeton Global Income Securities Fund...........    3,437
Investment Grade Intermediate Bond Fund...........    1,645
Income Securities Fund............................   13,313
Adjustable U.S. Government Fund...................    2,012
Templeton Pacific Growth Fund.....................   12,431
Rising Dividends Fund.............................    7,847
Templeton International Equity Fund...............   16,740
Templeton Developing Markets Equity Fund..........    5,486
Templeton Global Growth Fund......................   10,491
Templeton Global Asset Allocation Fund............    3,196
Small Cap Fund....................................   11,143
Capital Growth Fund...............................    2,888
Templeton International Smaller Companies Fund....      769
Mutual Discovery Securities Fund..................      275
Mutual Shares Securities Fund.....................      434
</TABLE>
<PAGE>

PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

4. Federal Income Taxes

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

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

5. Contract Transactions - Unit Activity (In thousands)

Transactions  in units for each fund for the years ended  December  31, 1996 and
1995 were as follows:
<TABLE>
<CAPTION>

                                                               Growth                               U.S.             Zero    Zero
                                                         Money   and  Precious High  Real Estate Government Utility Coupon  Coupon
                                                        Market Income  Metals Income Securities  Securities Equity  Fund -  Fund -
                                                         Fund   Fund    Fund   Fund     Fund        Fund     Fund    1995    2000
                                                         -----  ----    ----  ------ ----------    ------    -----   ----    ----
<S>                                                     <C>    <C>    <C>     <C>    <C>        <C>        <C>    <C>     <C>     
Accumulation units outstanding at December 31, 1994....  2,487 3,452    647    1,710      900      5,331     6,317    344    1,158
Contract transactions:
 Purchase payments.....................................    809   638     38      314       53        450       333      7      273
 Transfers between funds...............................   (344)  626    (75)     305      (76)        12         4   (273)      98
 Surrenders and terminations...........................   (721) (355)   (94)    (247)     (82)      (701)     (730)   (78)    (107)
 Rescissions...........................................    (12)  (16)    (1)      (9)       -         (7)       (5)     -       (5)
 Other transactions....................................     (1)    1      1        2       (1)         4        (3)     -       (1)
                                                         ----- -----    ----   -----     -----     -----     -----  -----    -----
      Net increase (decrease) in accumulation units
       resulting from contract transactions............   (269)  894   (131)     365     (106)      (242)     (401)  (344)     258
                                                         ----- -----    ----   -----     -----     -----     -----  -----    -----
Accumulation units outstanding at December 31, 1995....  2,218 4,346    516    2,075      794      5,089     5,916      -    1,416
                                                         ===== =====    ====   =====     =====     =====     =====  =====    =====
Contract transactions:
 Purchase payments.....................................  1,093   882     73      329       83        462       265      -      123
 Transfers between funds...............................   (274)  360     37       84       68      1,177      (471)     -      (56)
 Surrenders and terminations...........................   (597) (501)   (59)    (321)     (87)      (700)     (708)     -     (119)
 Rescissions...........................................     (6)  (15)    (1)      (3)      (1)       (10)       (3)     -       (5)
 Other transactions....................................     (1)   (2)     -        -        2         (1)       (1)     -       (1)
                                                         ----- -----    ----   -----     -----     -----     -----  -----    -----
      Net increase (decrease) in accumulation units
       resulting from contract transactions............    215   724     50       89       65        928      (918)     -      (58)
                                                         ----- -----    ----   -----     -----     -----     -----  -----    -----
Accumulation units outstanding at December 31, 1996....  2,433 5,070    566    2,164      859      6,017     4,998      -    1,358
                                                         ===== =====    ====   =====     =====     =====     =====  =====    =====
</TABLE>
<PAGE>

PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

5. Contract Transactions - Unit Activity (In thousands) (cont.)
<TABLE>
<CAPTION>
                                                       Templeton
                                          Zero   Zero    Global    Investment             Adjustable Templeton           Templeton
                                         Coupon Coupon   Income      Grade       Income      U.S.     Pacific  Rising  International
                                         Fund - Fund - Securities Intermediate Securities Government   Growth Dividends   Equity
                                          2005   2010     Fund      Bond Fund     Fund       Fund       Fund    Fund       Fund
                                          -----  ----- ---------- -----------  ---------- ----------- ------- --------  -----------
<S>                                      <C>    <C>    <C>        <C>          <C>        <C>        <C>      <C>      <C>
Accumulation units outstanding at
 December 31, 1994....................     403    252     1,667      1,085       4,416      1,767       2,112    2,936     4,079
Contract transactions:
 Purchase payments....................      79     73       124         94         502        296         180      284       509
 Transfers between funds..............      14     76      (148)       (38)        168       (591)       (298)     215      (146)
 Surrenders and terminations..........     (37)   (27)     (167)      (114)       (501)      (172)       (181)    (246)     (356)
 Rescissions..........................      (3)    (2)       (4)        (7)        (17)        (9)         (2)      (7)      (13)
 Other transactions...................       -      -         -          2          (1)         -           -        -         -
                                          -----  ------  -------    -------     -------    -------     -------  ------   -------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions.....      53    120      (195)       (63)        151       (476)       (301)     246        (6)
                                          -----  -----   -------    -------     -------    -------     -------  ------   -------
Accumulation units outstanding at
 December 31, 1995....................     456    372     1,472      1,022       4,567      1,291       1,811    3,182     4,073
                                          =====  =====   =======    =======     =======    =======     =======  ======   =======
Contract transactions:
 Purchase payments....................      61     54       109         61         537        128         140      388       479
 Transfers between funds..............     (34)   (47)      (58)      (980)        (69)    (1,284)         32      147       251
 Surrenders and terminations..........     (52)   (29)     (172)      (105)       (503)      (133)       (230)    (318)     (428)
 Rescissions..........................      (3)    (1)        -         (1)        (13)        (4)         (1)      (6)       (1)
 Other transactions...................       -     (1)        3          3          -           2          (1)       1         1
                                          -----   -----  -------    -------     -------    -------     -------  ------    ------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions.....     (28)   (24)     (118)    (1,022)        (48)    (1,291)        (60)     212       302
                                          -----  ------  -------    -------     -------    -------     -------  ------    ------
Accumulation units outstanding at
 December 31, 1996....................     428    348     1,354          -       4,519          -       1,751    3,394     4,375
                                          =====  =====   =======    =======     =======    =======     =======  ======    ======
</TABLE>
<PAGE>

PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

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

                                                                                             Templeton
                                          Templeton   Templeton  Templeton                International  Mutual    Mutual
                                          Developing    Global  Global Asset Small Capital    Smaller  Discovery   Shares     Total
                                        Markets Equity  Growth   Allocation  Cap   Growth   Companies  Securities Securities   All
                                             Fund        Fund       Fund     Fund   Fund       Fund       Fund      Fund      Funds
                                         ------------ --------- ------------ ----- ------  -----------  ---------  --------   -----
<S>                                     <C>           <C>       <C>          <C>   <C>    <C>          <C>        <C>        <C>
Accumulation units outstanding at
 December 31, 1994......................       591        922        -          -      -         -           -        -      42,576
Contract transactions:
 Purchase payments......................       176        410       21          -      -         -           -        -       5,663
 Transfers between funds................        24        152       15          -      -         -           -        -        (280)
 Surrenders and terminations............       (35)       (67)       -          -      -         -           -        -      (5,018)
 Rescissions............................         -         (1)       -          -      -         -           -        -        (120)
 Other transactions.....................         1          1        -          -      -         -           -        -           5
                                            -------    -------    -----      -----  ----      ------      ------   ------    ------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions.......       166        495       36          -      -         -           -        -         250
                                            -------    -------    -----      -----  ----      ------      ------   ------    ------
Accumulation units outstanding at
 December 31, 1995......................       757      1,417       36          -      -         -           -        -      42,826
                                            =======    =======    =====      =====  ====      ======      ======   ======    ======
Contract transactions:
 Purchase payments......................       206        564      172        103     71        22           2        5       6,412
 Transfers between funds................       140        310      109        320    165        43          25       38          33
 Surrenders and terminations............       (58)      (136)     (14)        (6)   (11)        -           -        -      (5,287)
 Rescissions............................        (3)       (10)      (3)        (1)     -         -           -        -         (91)
 Other transactions.....................         -          1        -          -      -         -           -        -           5
                                            -------    -------    -----      -----  ----      ------      -------  ------    ------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions.......       285        729      264        416    225        65          27       43       1,072
                                            -------    -------    -----      -----  ----      ------      -------  ------    ------
Accumulation units outstanding at
 December 31, 1996......................     1,042      2,146      300        416    225        65          27       43      43,898
                                            =======    =======    =====      =====  ====      ======      =======  ======    ======

</TABLE>
<PAGE>

PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

6. Unit Values

A summary of accumulation  unit values and accumulation  units  outstanding for
variable  annuity  contracts and the expense ratios,  including  expenses of the
underlying  funds,  for each of the five years in the period ended  December 31,
1996 follows.
<TABLE>
<CAPTION>

                                                                    Accumulation                               Ratio of Expenses
                                                                  Units Outstanding Accumulation   Net Assets      to Average
                                                                   (in thousands)    Unit Value  (in thousands)    Net Assets*
                                                                  ----------------- ------------ --------------    ----------
<S>                                                               <C>               <C>           <C>           <C>
Money Market Fund
December 31,
 1996...........................................................            2,433       $13.359       $ 32,508           1.83%
 1995...........................................................            2,218        12.883         28,571           1.80
 1994...........................................................            2,487        12.354         30,730           1.86
 1993...........................................................              627        12.066          7,566           2.06
 1992...........................................................              301        11.932          3,587           2.09

Growth and Income Fund
December 31,
 1996...........................................................            5,070        19.490         98,821           1.90
 1995...........................................................            4,347        17.310         75,240           1.92
 1994...........................................................            3,452        13.215         45,616           1.94
 1993...........................................................            2,402        13.677         32,857           1.98
 1992...........................................................            1,227        12.574         15,424           2.02

Precious Metals Fund
December 31,
 1996...........................................................              566        14.467          8,189           2.05
 1995...........................................................              516        14.109          7,278           2.06
 1994...........................................................              647        13.979          9,050           2.08
 1993...........................................................              391        14.464          5,656           2.08
 1992...........................................................               30         9.424            279           2.09

High Income Fund
December 31,
 1996...........................................................            2,164        19.375         41,921           1.94
 1995...........................................................            2,076        17.252         35,808           1.96
 1994...........................................................            1,710        14.608         24,984           2.00
 1993...........................................................            1,135        15.155         17,207           2.04
 1992...........................................................              266        13.278          3,532           2.08

Real Estate Securities Fund
December 31,
 1996...........................................................              859        23.668         20,335           1.97
 1995...........................................................              794        18.073         14,344           1.99
 1994...........................................................              900        15.594         14,035           2.02
 1993...........................................................              437        15.369          6,712           2.07
 1992...........................................................               77        13.095          1,012           2.09

U.S. Government Securities Fund
December 31,
 1996...........................................................            6,017        16.650        100,185           1.91
 1995...........................................................            5,089        16.298         82,935           1.92
 1994...........................................................            5,331        13.835         73,747           1.93
 1993...........................................................            6,108        14.698         89,774           1.94
 1992...........................................................            2,266        13.586         30,781           1.99

</TABLE>
<PAGE>

PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

6. Unit Values (cont.)
<TABLE>
<CAPTION>

                                                                     Accumulation                               Ratio of Expenses
                                                                  Units Outstanding Accumulation   Net Assets      to Average
                                                                    (in thousands)   Unit Value  (in thousands)    Net Assets*
                                                                  ----------------- ------------ --------------    -----------
<S>                                                               <C>               <C>          <C>            <C>  
Utility Equity Fund
December 31,
 1996...........................................................            4,998       $20.654       $103,225           1.90%
 1995...........................................................            5,916        19.555        115,743           1.90
 1994...........................................................            6,317        15.104         95,415           1.92
 1993...........................................................            7,479        17.319        129,527           1.91
 1992...........................................................            2,519        15.889         40,022           1.95

Zero Coupon Fund - 1995
December 31,
 1995 1.........................................................              269        15.200          4,082           1.80+
 1994...........................................................              344        14.380          4,942           1.80
 1993...........................................................              270        14.480          3,906           1.76
 1992...........................................................              171        13.665          2,343           1.65

Zero Coupon Fund - 2000
December 31,
 1996...........................................................            1,358        18.475         25,085           1.80
 1995...........................................................            1,416        18.294         25,910           1.80
 1994...........................................................            1,158        15.373         17,797           1.80
 1993...........................................................              795        16.717         13,297           1.77
 1992...........................................................              397        14.595          5,789           1.65

Zero Coupon Fund - 2005
December 31,
 1996...........................................................              428        20.517          8,777           1.80
 1995...........................................................              456        20.914          9,531           1.80
 1994...........................................................              403        16.096          6,483           1.80
 1993...........................................................              341        18.050          6,159           1.77
 1992...........................................................              108        14.975          1,622           1.65

Zero Coupon Fund - 2010
December 31,
 1996...........................................................              348        21.522          7,492           1.80
 1995...........................................................              371        22.431          8,329           1.80
 1994...........................................................              252        15.930          4,008           1.80
 1993...........................................................              193        18.144          3,502           1.65
 1992...........................................................               60        14.670            885           1.65

Templeton Global Income Securities Fund
December 31,
 1996...........................................................            1,354        16.781         22,719           2.01
 1995...........................................................            1,472        15.522         22,851           2.04
 1994...........................................................            1,667        13.726         22,888           2.11
 1993...........................................................            1,045        14.650         15,302           2.13
 1992...........................................................              406        12.733          5,164           2.07

Investment Grade Intermediate Bond Fund
December 31,
 1996 2.........................................................              891        15.740         14,032           2.00+
 1995...........................................................            1,023        15.463         15,812           2.01
 1994...........................................................            1,085        14.257         15,470           2.03
 1993...........................................................              893        14.389         12,850           2.06
 1992...........................................................              352        13.442          4,725           2.08
        
</TABLE>
<PAGE>

PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

6. Unit Values (cont.)
<TABLE>
<CAPTION>
   
                                                                    Accumulation                               Ratio of Expenses
                                                                  Units Outstanding Accumulation   Net Assets      to Average
                                                                    (in thousands)   Unit Value  (in thousands)    Net Assets*
                                                                  ----------------- ------------ --------------    -----------
<S>                                                               <C>               <C>          <C>           <C>
Income Securities Fund
December 31,
 1996...........................................................            4,519       $21.708       $ 98,109           1.90%
 1995...........................................................            4,567        19.785         90,364           1.91
 1994...........................................................            4,416        16.392         72,389           1.94
 1993...........................................................            2,634        17.734         46,707           1.96
 1992...........................................................              668        15.163         10,128           2.07

Adjustable U.S. Government Fund
December 31,
 1996 2.........................................................              912        12.389         11,298           1.99+
 1995...........................................................            1,290        11.951         15,423           1.99
 1994...........................................................            1,767        11.077         19,571           1.97
 1993...........................................................            1,971        11.254         22,179           1.98
 1992...........................................................            1,453        11.020         16,007           2.00

Templeton Pacific Growth Fund
December 31,
 1996...........................................................            1,751        14.932         26,148           2.39
 1995...........................................................            1,812        13.630         24,693           2.41
 1994...........................................................            2,112        12.802         27,037           2.47
 1993...........................................................              915        14.233         13,023           2.54
 1992 3.........................................................               58         9.761            568           2.71+

Rising Dividends Fund
December 31,
 1996...........................................................            3,394        15.303         51,934           2.16
 1995...........................................................            3,182        12.498         39,770           2.18
 1994...........................................................            2,936         9.769         28,685           2.20
 1993...........................................................            2,772        10.327         28,623           2.19
 1992 3.........................................................              617        10.848          6,696           2.07+

Templeton International Equity Fund
December 31,
 1996...........................................................            4,375        16.081         70,362           2.29
 1995...........................................................            4,073        13.263         54,018           2.32
 1994...........................................................            4,079        12.161         49,607           2.39
 1993...........................................................            1,346        12.226         16,451           2.52
 1992 3.........................................................               88         9.642            849           3.17+

Templeton Developing Markets Equity Fund
December 31,
 1996...........................................................            1,042        11.487         11,970           2.89
 1995...........................................................              757         9.582          7,254           2.81
 1994 4.........................................................              591         9.454          5,589           2.93+

Templeton Global Growth Fund
December 31,
 1996...........................................................            2,146        13.560         29,103           2.33
 1995...........................................................            1,416        11.339         16,061           2.37
 1994 4.........................................................              922        10.201          9,400           2.54+

Templeton Global Asset Allocation Fund
December 31,
 1996...........................................................              300        12.514          3,759           2.26
 1995 5.........................................................               36        10.591            379           2.30+
</TABLE>
<PAGE>

PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
================================================================================
Notes to Financial Statements (cont.)
December 31, 1996

6. Unit Values (cont.)
<TABLE>
<CAPTION>

                                                                     Accumulation                               Ratio of Expenses
                                                                  Units Outstanding Accumulation   Net Assets      to Average
                                                                    (in thousands)   Unit Value  (in thousands)    Net Assets*
                                                                  ----------------- ------------ --------------    ----------
<S>                                                               <C>               <C>          <C>            <C> 
Small Cap Fund
December 31,
 1996 6.........................................................              416       $12.913        $ 5,369           2.17+%

Capital Growth Fund
December 31,
 1996 6.........................................................              225        11.254          2,529           2.17+

Templeton International Smaller Companies Fund
December 31,
 1996 6.........................................................               65        11.145            722           2.18+

Mutual Discovery Securities Fund
December 31,
 1996 7.........................................................               27        10.180            278           2.77+

Mutual Shares Securities Fund
December 31,
 1996 7.........................................................               43        10.330            442           2.40+
<FN>
*For the year ended  December  31,  including  the effect of the expenses of the
 underlying  funds.
+Annualized.
1Period from January 1, 1995 to December 15, 1995 (fund closure).
2Period from January 1, 1996 to October 25, 1996 (fund closure).
3Period from March 10, 1992 (fund  commencement)  to December  31, 1992.
4Period from April 25, 1994 (fund  commencement) to December 31, 1994.
5Period from August 4, 1995 (fund  commencement) to December 31, 1995.
6Period from June 10, 1996 (fund  commencement)  to December  31,  1996.
7Period from December 2, 1996 (fund commencement) to December 31, 1996.
</FN>
</TABLE>





                        PREFERRED LIFE INSURANCE COMPANY
                                   OF NEW YORK


                              Financial Statements


                           December 31, 1996 and 1995





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






                          INDEPENDENT AUDITORS' REPORT




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


We have audited the  accompanying  balance  sheets of Preferred  Life  Insurance
Company of New York (a wholly owned subsidiary of Allianz Life Insurance Company
of North America) as of December 31, 1996 and 1995,  and the related  statements
of  income,  stockholder's  equity  and cash  flows for each of the years in the
three-year  period ended December 31, 1996.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Preferred  Life  Insurance
Company of New York as of  December  31,  1996 and 1995,  and the results of its
operations, changes in stockholder's equity and cash flows for each of the years
in the three-year  period ended December 31, 1996, in conformity  with generally
accepted accounting principles.

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


                                            KPMG Peat Marwick LLP


February 4, 1997



<PAGE>


<TABLE>
<CAPTION>
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                 Balance Sheets

                           December 31, 1996 and 1995
                        (in thousands except share data)

                                                                                                  
                                    Assets                                         1996                 1995  
- --------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                    <C>
Investments:
           Fixed maturities, at market                                          $ 20,412               15,128
           Certificates of deposit and short-term securities                       2,389                  800
- --------------------------------------------------------------------------------------------------------------
                    Total investments                                             22,801               15,928
Cash                                                                               4,976                3,233
Receivables                                                                        4,046                4,820
Reinsurance receivable:
    Recoverable on future policy benefit reserves                                    162                  161
    Recoverable on unpaid claims                                                   9,674               11,515
    Receivable on paid claims                                                      1,393                1,522
Prepaid insurance premiums                                                           429                  431
Deferred acquisition costs                                                        38,245               38,586
Accrued investment income                                                            295                  228
Other assets                                                                         111                  959
- --------------------------------------------------------------------------------------------------------------
                    Assets, exclusive of separate account assets                  82,132               77,383
Separate account assets                                                          769,981              690,262
- --------------------------------------------------------------------------------------------------------------
                    Total assets                                                $852,113              767,645
==============================================================================================================

                      Liabilities and Stockholder's Equity
- --------------------------------------------------------------------------------------------------------------
Liabilities:
    Future life policy benefit reserves                                         $  1,219                  594
    Future annuity benefit reserves                                                  325                    6
    Policy and contract claims                                                    25,119               26,167
    Unearned premiums                                                              1,887                2,330
    Other policyholder funds                                                         679                  691
    Reinsurance payable                                                            2,133                1,252
    Deferred income taxes                                                          8,740                6,510
    Accrued expenses and other liabilities                                         2,462                3,985
    Commissions due and accrued                                                      822                  824
    Payable to parent                                                              1,102                  663
- --------------------------------------------------------------------------------------------------------------
                    Liabilities, exclusive of separate account liabilities        44,488               43,022
Separate account liabilities                                                     769,981              690,262
- --------------------------------------------------------------------------------------------------------------
                    Total liabilities                                            814,469              733,284
Stockholder's equity:
    Common stock, $10 par value; 200,000 shares       
       authorized, issued and outstanding                                          2,000                2,000
    Additional paid-in capital                                                    15,500               15,500
    Net unrealized (loss) gain on investments, 
       net of deferred federal income taxes                                          (34)                 274
    Retained earnings                                                             20,178               16,587
- --------------------------------------------------------------------------------------------------------------
                    Total stockholder's equity                                    37,644               34,361
Commitments and contingencies (notes 6 and 11)
- --------------------------------------------------------------------------------------------------------------
                    Total liabilities and stockholder's equity                  $852,113              767,645
==============================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                               
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                              Statements of Income

                  Years Ended December 31, 1996, 1995 and 1994
                                 (in thousands)

                                                                        1996                 1995                 1994
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                  <C>                  <C>

Revenue:
   Life insurance premiums                                           $  9,174               10,291               10,465
   Annuity considerations                                              11,725               10,679                8,781
   Accident and health premiums                                        22,105               22,406               24,586
- ------------------------------------------------------------------------------------------------------------------------
                    Total premiums and considerations                  43,004               43,376               43,832

   Premiums ceded                                                      11,574               13,462               16,341
- ------------------------------------------------------------------------------------------------------------------------
                    Net premiums and considerations                    31,430               29,914               27,491

   Investment income, net                                               1,220                  605                  371
   Realized investment losses, net                                        (62)                 (13)                (113)
- ------------------------------------------------------------------------------------------------------------------------
                    Total revenue                                      32,588               30,506               27,749
- ------------------------------------------------------------------------------------------------------------------------

Benefits and expenses:
   Life insurance benefits                                              5,971                8,202               10,577
   Annuity benefits                                                       202                 (100)                 357
   Accident and health insurance benefits                              13,406               14,743               15,455
- ------------------------------------------------------------------------------------------------------------------------
                    Total benefits                                     19,579               22,845               26,389

   Benefit recoveries                                                   6,614                9,116               11,999
- ------------------------------------------------------------------------------------------------------------------------
                    Net benefits                                       12,965               13,729               14,390

   Commissions and other agent compensation                             8,596                7,278               12,974
   General and administrative expenses                                  3,576                3,132                3,079
   Taxes, licenses and fees                                               688                  479                  943
   Change in deferred acquisition costs, net                              341               (1,009)              (8,090)
- ------------------------------------------------------------------------------------------------------------------------
                    Total benefits and expenses                        26,166               23,609               23,296
- ------------------------------------------------------------------------------------------------------------------------

                    Income from operations before
                              income taxes                              6,422                6,897                4,453
- ------------------------------------------------------------------------------------------------------------------------

Income tax expense (benefit):
   Current                                                                435                 (109)                 154
   Deferred                                                             2,396                1,612                1,099
- ------------------------------------------------------------------------------------------------------------------------
                    Total income tax expense                            2,831                1,503                1,253
- ------------------------------------------------------------------------------------------------------------------------


                    Net income                                       $  3,591                5,394                3,200
========================================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                       Statements of Stockholder's Equity

                  Years Ended December 31, 1996, 1995 and 1994
                                 (in thousands)

                                                                        1996                 1995                 1994
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                  <C>                  <C>

Common stock:
   Balance at beginning and end of year                              $  2,000                2,000                2,000
- ------------------------------------------------------------------------------------------------------------------------


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

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


Net unrealized gains (losses) on investments:
   Balance at beginning of year                                           274                 (268)                   0
   Cumulative effect of the implementation of SFAS
            No. 115, net of deferred federal income taxes                   0                    0                   82
   Net unrealized gain (loss) during the year,
            net of deferred federal income taxes                         (308)                 542                 (350)
- ------------------------------------------------------------------------------------------------------------------------

   Balance at end of year                                                 (34)                 274                 (268)
- ------------------------------------------------------------------------------------------------------------------------

Retained earnings:
   Balance at beginning of year                                        16,587               11,193                7,993
   Net income                                                           3,591                5,394                3,200
- ------------------------------------------------------------------------------------------------------------------------

   Balance at end of year                                              20,178               16,587               11,193
- ------------------------------------------------------------------------------------------------------------------------

               Total stockholder's equity                            $ 37,644               34,361               28,425
========================================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                             Statements of Cash Flow

                  Years Ended December 31, 1996, 1995 and 1994
                                 (in thousands)

                                                                        1996                 1995                 1994
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                  <C>                  <C>

Cash flows used in operating activities:
   Net income                                                        $  3,591                5,394                3,200
- ------------------------------------------------------------------------------------------------------------------------

   Adjustments  to  reconcile  net income to net cash used in 
      operating activities:
            Realized losses on investments                                 62                   13                  113
            Deferred federal income tax expense                         2,396                1,612                1,099
            Change in:
               Receivables and other assets                             3,526                   62               (2,320)
               Deferred acquisition costs                                 341               (1,009)              (8,090)
               Future policy benefit reserves                             944                 (182)                 238
               Policy and contract claims                              (1,048)              (1,145)               5,296
               Unearned premiums                                         (443)                  45                  196
               Other policyholder funds                                   (12)                (194)                 410
               Reinsurance payable                                        881                 (806)                (884)
               Accrued expenses and other liabilities                  (1,523)                (158)               1,968
               Commissions due and accrued                                 (2)                 (56)              (1,024)
               Due to parent                                              439                   97                  573
            Depreciation and amortization                                 (46)                (185)                 (63)
            Other, net                                                      0                    0                  (46)
- ------------------------------------------------------------------------------------------------------------------------
                    Total adjustments                                   5,515               (1,906)              (2,534)
- ------------------------------------------------------------------------------------------------------------------------

                    Net cash from (used in) operating activities        9,106                3,488                  666
- ------------------------------------------------------------------------------------------------------------------------

Cash flows from (used in) investing activities:
   Purchase of fixed maturities, at market                             (8,525)             (15,328)                   0
   Sale of fixed maturities, at market                                  2,654                4,522                3,428
   Other investments, net                                              (1,492)               2,589               (3,133)
- ------------------------------------------------------------------------------------------------------------------------
                    Net cash from (used in) investing activities       (7,363)              (8,217)                 295
- ------------------------------------------------------------------------------------------------------------------------

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

                    Net increase (decrease) in cash                     1,743               (4,729)               6,221

Cash at beginning of year                                               3,233                7,962                1,741
- ------------------------------------------------------------------------------------------------------------------------

Cash at end of year                                                 $   4,976                3,233                7,962
========================================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Preferred  Life  Insurance  Company of New York (the  Company) is a wholly owned
subsidiary of Allianz Life  Insurance  Company of North America  (Allianz  Life)
which, in turn, is a wholly-owned subsidiary of Allianz of America, Inc. (AZOA),
a  majority-owned  subsidiary  of Allianz A.G.  Holding,  a Federal  Republic of
Germany company.

The Company is a life insurance company licensed to sell group life and accident
and  health  and  individual  variable  annuity  policies  in six states and the
District of Columbia. Based on 1996 gross premium volume, 7%, 17% and 76% of the
Company's business is life, accident and health and annuity,  respectively.  The
Company's primary  distribution  channels are through  strategic  alliances with
third party marketing organizations.  The Company has a significant relationship
with a mutual fund  company and its  broker/dealer  network  for  marketing  its
variable annuity products.

Following is a summary of the significant  accounting  policies reflected in the
accompanying financial statements.

BASIS OF PRESENTATION

The  financial  statements  have been  prepared  in  accordance  with  generally
accepted  accounting  principles  (GAAP)  which  vary in certain  respects  from
accounting  rules   prescribed  or  permitted  by  state  insurance   regulatory
authorities. Certain amounts as previously reported have been reclassified to be
consistent with the current year's presentation.

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

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

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

Premiums on  traditional  life and group life products are  recognized as income
when due. Group  accident and health  premiums are recognized as earned on a pro
rata basis over the risk  coverage  periods.  Benefits  and expenses are matched
with earned  premiums so that  profits are  recognized  over the premium  paying
periods  of  the  contracts.  This  matching  is  accomplished  by  establishing
provisions  for future  policy  benefits  and policy and  contract  claims,  and
deferring and amortizing related policy acquisition costs.

RECOGNITION OF VARIABLE ANNUITY REVENUE

Variable annuity contracts do not have significant  mortality or morbidity risks
and are accounted for in a manner  consistent  with interest  bearing  financial
instruments.  Accordingly,  premium  receipts  are  reported  as deposits to the
contractholder's  account,  while revenues  consist of amounts  assessed against
contractholders  including surrender charges and earned  administrative  service
fees.  Benefits  consist  of  claims  and  benefits  incurred  in  excess of the
contractholder's balance.

<PAGE>

                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


DEFERRED ACQUISITION COSTS

Acquisition  costs,  consisting of commissions and other costs,  which vary with
and are  primarily  related to production  of new  business,  are deferred.  For
variable annuity  contracts,  acquisition costs are amortized in relation to the
present  value of expected  gross  profits from  investment  margins and expense
charges. Acquisition costs for group life and group accident and health products
are deferred and amortized  over the lives of the policies in the same manner as
premiums are earned.  Deferred acquisition costs amortized during 1996, 1995 and
1994 were $6,541, $4,517 and $3,739, respectively.

FUTURE POLICY BENEFIT RESERVES

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

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

POLICY AND CONTRACT CLAIMS

Policy and contract claims  represent an estimate of claims and claim adjustment
expenses  that  have been  reported  but not yet paid and  incurred  but not yet
reported as of December 31.

INVESTMENTS

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

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

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

As of December 31, 1996 and 1995,  investments  with a carrying  value of $1,596
and  $1,665,  respectively,  were  pledged  to the New  York  Superintendent  of
Insurance as required by statutory regulation.

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

                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)


REINSURANCE

Insurance  liabilities are reported  before the effects of reinsurance.  Amounts
paid or deemed to have been paid for claims covered by reinsurance contracts are
recorded as  reinsurance  receivables.  Estimated  reinsurance  receivables  are
recognized in a manner consistent with the liabilities related to the underlying
reinsured contracts.

SEPARATE ACCOUNTS

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

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

INCOME TAXES

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the period that
includes the enactment date.

RECEIVABLES

Receivable  balances  approximate  estimated  fair  values.  This  is  based  on
pertinent  information  available to  management  as of year end  including  the
financial  condition  and  credit  worthiness  of  the  parties  underlying  the
receivables.  Changes  in  market  conditions  subsequent  to year end may cause
estimates of fair values to differ from the amounts presented herein.

ACCOUNTING CHANGES

In 1996,  the Company  adopted SFAS No. 121,  Accounting  for the  Impairment of
Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of, which requires
impairment  losses to be recorded on long-lived  assets used in operations  when
indicators of impairment are present and the  undiscounted  cash flows estimated
to be generated by those assets are less than the assets' carrying amount.  SFAS
No. 121 also addresses the accounting for long-lived assets that are expected to
be  disposed  of by a  company.  No  adjustments  were  made  to  the  financial
statements upon adoption of this pronouncement.



<PAGE>
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)
(2)  INVESTMENTS

<TABLE>
<CAPTION>
     Investments at December 31, 1996 consist of:
                                                                               Amount
                                       Amortized          Estimated           shown on
                                          cost               fair              balance
                                        or cost              value              sheet
- ----------------------------------------------------------------------------------------
<S>                                        <C>               <C>               <C>

Fixed maturities:
    U.S. Government                   $   19,571             19,506            19,506
    Mortgage backed securities               894                906               906
- ----------------------------------------------------------------------------------------

       Total fixed maturities             20,465             20,412            20,412
========================================================================================

Other investments:
   Short-term securities                   2,389            XXXXXXX             2,389
- ----------------------------------------------------------------------------------------

       Total other investments             2,389            XXXXXXX             2,389
- ----------------------------------------------------------------------------------------

       Total investments              $   22,854            XXXXXXX            22,801
========================================================================================
</TABLE>

<TABLE>
<CAPTION>
At December 31, 1996 and 1995, the amortized cost, gross unrealized gains, gross
unrealized losses and estimated fair values of fixed maturities are as follows:

                                                                Gross              Gross             Estimated
                                           Amortized          unrealized         unrealized            fair
                                             cost               gains             losses               value
- ----------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>               <C>              <C>
1996:
    U.S. Government                       $   19,571                 66                131             19,506
    Mortgage backed securities                   894                 12                  0                906
- ----------------------------------------------------------------------------------------------------------------

Total fixed maturities                    $   20,465                 78                131             20,412
================================================================================================================

1995:
    U.S. Government                       $   13,749                380                  0             14,129
    Mortgage backed securities                   957                 42                  0                999
- ----------------------------------------------------------------------------------------------------------------

Total fixed maturities                    $   14,706                422                  0             15,128
================================================================================================================
</TABLE>
The changes in unrealized gains (losses) from fixed maturities were $(475), $835
and $(540) for the years ended December 31, 1996, 1995 and 1994, respectively.

<PAGE>
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

The amortized cost and estimated fair value of fixed  maturities at December 31,
1996, by contractual maturity,  are shown below. Expected maturities will differ
from  contractual  maturities  because  borrowers  may have the right to call or
prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                           Amortized       Estimated
                                                             cost          fair value
- -------------------------------------------------------------------------------------------
      <S>                                                   <C>              <C>
      Due after one year through five years               $   6,077           6,011
      Due after five years through ten years                 13,494          13,495
      Mortgage backed securities                                894             906
- -------------------------------------------------------------------------------------------

      Totals                                              $  20,465          20,412
===========================================================================================
</TABLE>

Proceeds from sales of investments in available-for-sale securities during 1996,
1995 and 1994 were $2,654, $4,522 and $3,428,  respectively.  Gross gains of $0,
$64 and $110 and gross  losses of $62,  $77 and $209 were  realized  on sales of
available-for-sale securities in 1996, 1995 and 1994, respectively.  The related
tax benefit was $22, $4 and $35 in 1996, 1995 and 1994, respectively.

<TABLE>
<CAPTION>
Net realized  investment  losses for the respective  years ended December 31 are
summarized as follows:
                                                   1996              1995               1994
- --------------------------------------------------------------------------------------------------
<S>                                                 <C>               <C>                <C>  
Fixed maturities, at market                      $  (62)              (13)               (99)
Other                                                 0                 0                (14)
- --------------------------------------------------------------------------------------------------
           Net losses before taxes                  (62)              (13)              (113)

Tax benefit on net realized losses                  (22)               (4)               (38)
- --------------------------------------------------------------------------------------------------

           Net losses after tax benefit          $  (40)               (9)               (75)
==================================================================================================
</TABLE>

<TABLE>
<CAPTION>
Major  categories  of net  investment  income  for the  respective  years  ended
December 31 are:
                                                    1996                  1995                1994
- --------------------------------------------------------------------------------------------------------
<S>                                                <C>                     <C>                 <C> 
Interest:
    Fixed maturities, at market                 $   1,132                  410                 309
    Short-term investments                             98                    0                   0
    Other                                               1                  201                  69
- --------------------------------------------------------------------------------------------------------
        Total investment income                     1,231                  611                 378

Investment expenses                                    11                    6                   7
- --------------------------------------------------------------------------------------------------------

        Net investment income                   $   1,220                  605                 371
========================================================================================================
</TABLE>

<PAGE>
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

(3)  SUMMARY TABLE OF FAIR VALUE DISCLOSURES

<TABLE>
<CAPTION>
                                                            1996                          1995
- ----------------------------------------------------------------------------------------------------------
                                                  Carrying          Fair         Carrying       Fair
                                                   Amount           Value         Amount        Value
                                                 ----------        -------      ----------     -------    
<S>                                              <C>               <C>            <C>          <C>
Financial assets
- ----------------
   Fixed maturities, at market

       U.S. Government                         $   19,506       $   19,506     $  14,129    $   14,129
       Mortgage backed securities                     906              906           999           999

   Certificates of deposit
       and other short term investments             2,389            2,389           800           800

   Receivables                                      4,046            4,046         4,820         4,820

   Separate account assets                        769,981          769,981       690,262       690,262

Financial liabilities
- ---------------------
   Separate account liabilities                   769,981          756,349       690,262       672,655

- ----------------------------------------------------------------------------------------------------------
<FN>
See Note 1 "Summary of Significant  Accounting  Policies" for description of the
methods and significant assumptions used to estimate fair values.
</FN>
</TABLE>


(4)  RECEIVABLES

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

                                                    1996          1995
- ---------------------------------------------------------------------------
<S>                                                <C>           <C>   
Premiums due                                   $   3,318         3,468
Reinsurance commission receivable                    450           371
Due from administrators                                0           198
Other                                                278           783
- ---------------------------------------------------------------------------

   Total receivables                           $   4,046         4,820
===========================================================================
</TABLE>

<PAGE>
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

(5)  ACCIDENT AND HEALTH CLAIMS RESERVES

Accident and health claims reserves are based on long-range  projections subject
to  uncertainty.  Uncertainty  regarding  reserves of a given  accident  year is
gradually reduced as new information emerges each succeeding year, allowing more
reliable  re-evaluations  of  such  reserves.  While  management  believes  that
reserves as of December 31, 1996 are  adequate,  uncertainties  in the reserving
process could cause such  reserves to develop  favorably or  unfavorably  in the
near term as new or additional  information emerges. Any adjustments to reserves
are  reflected in the  operating  results of the periods in which they are made.
Movements in reserves  which are small  relative to the amount of such  reserves
could significantly impact future reported earnings of the Company.

<TABLE>
<CAPTION>
Activity in the  accident  and health  claims  reserves,  exclusive  of hospital
indemnity  and AIDS  reserves  of $293,  $287 and $205 in 1996,  1995 and  1994,
respectively, is summarized as follows:

                                                           1996          1995          1994
- -------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>          <C>   
Balance at January 1, net of reinsurance
   recoverables of $9,249, $10,049 and $8,117         $   11,000         10,149        7,823

Incurred related to:
   Current year                                           11,372         10,502       10,061
   Prior years                                            (3,079)        (2,245)      (2,839)
- -------------------------------------------------------------------------------------------------
Total incurred                                             8,293          8,257        7,222
- -------------------------------------------------------------------------------------------------

Paid related to:
   Current year                                            1,458          1,097        1,073
   Prior years                                             6,500          6,309        3,823
- -------------------------------------------------------------------------------------------------
Total paid                                                 7,958          7,406        4,896
- -------------------------------------------------------------------------------------------------

Balance at December 31, net of reinsurance
   recoverables of $7,476, $9,249 and $10,049         $   11,335         11,000       10,149
=================================================================================================
</TABLE>

Due to lower than  anticipated  losses related to prior years, the provision for
claims and claim adjustment expenses decreased.

(6)  REINSURANCE

In the normal  course of  business,  the Company  seeks to limit its exposure to
loss on any single  insured and to recover a portion of benefits  paid by ceding
risks under excess  coverage and  coinsurance  contracts.  The Company retains a
maximum of $50 coverage per individual life.

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

Included  in  reinsurance   receivables  at  December  31,  1996  and  1995  are
recoverables  on paid and unpaid claims from Allianz Life for $1,554 and $1,556,
respectively.  A contingent  liability exists to the extent that Allianz Life or
the  Company's  unaffiliated  reinsurers  are unable to meet  their  contractual
obligations  under reinsurance  contracts.  Management is of the opinion that no
liability will accrue to the Company with respect to this contingency.
<PAGE>
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

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

                                                                                                    Percentage
                                                     Assumed           Ceded                         of amount
                                      Gross         from other         to other         Net           assumed
      Year ended                      amount        companies         companies        amount          to net
- -----------------------------------------------------------------------------------------------------------------
<S>                                 <C>                  <C>          <C>            <C>               <C>   
December 31, 1996:

Life insurance In force           $ 1,700,286             0            647,863       1,052,423         0.0%
- -----------------------------------------------------------------------------------------------------------------

Premiums: 
   Life insurance                       9,174             0              2,304           6,870         0.0%
   Annuities                           11,725             0                  0          11,725         0.0%
   Accident and health insurance       15,482         6,623              9,270          12,835        51.6%
- -----------------------------------------------------------------------------------------------------------------

      Total premiums                   36,381         6,623             11,574          31,430        21.1%
=================================================================================================================

December 31, 1995:

Life insurance In force           $ 1,826,979             0            715,945       1,111,034         0.0%
- -----------------------------------------------------------------------------------------------------------------

Premiums:
   Life insurance                      10,291             0              2,642           7,649         0.0%
   Annuities                           10,679             0                  0          10,679         0.0%
   Accident and health insurance       15,717         6,689             10,820          11,586        57.7%
- -----------------------------------------------------------------------------------------------------------------

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

December 31, 1994:

Life insurance In force           $ 1,320,843             0            740,856         579,987         0.0%
- -----------------------------------------------------------------------------------------------------------------

Premiums:
   Life insurance                      10,467            (2)             2,898           7,567         0.0%
   Annuities                            8,781             0                  0           8,781         0.0%
   Accident and health insurance       15,759         8,827             13,443          11,143        79.2%
- -----------------------------------------------------------------------------------------------------------------

      Total premiums                   35,007         8,825             16,341          27,491        32.1%
=================================================================================================================
</TABLE>

<PAGE>
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)
<TABLE>
<CAPTION>
Of the amounts assumed from and ceded to other companies,  life and accident and
health insurance assumed from and ceded to Allianz Life is as follows:

                                                 Assumed                           Ceded
                                    ---------------------------------    ------------------------------
                                      1996        1995       1994         1996      1995      1994
- -------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>        <C>          <C>       <C>       <C>
Life insurance in force             $     0           0          0        2,432     2,930     2,745
- -------------------------------------------------------------------------------------------------------

Premiums:
   Life insurance                   $     0           0          0           36        55        69
   Accident and health insurance      2,547       2,959      2,600          766       921       784
- -------------------------------------------------------------------------------------------------------
   Total premiums                   $ 2,547       2,959      2,600          802       976       853
=======================================================================================================
</TABLE>

(7)  INCOME TAXES

INCOME TAX EXPENSE

<TABLE>
<CAPTION>
Total  income tax  expenses  (benefits)  for the years ended  December 31 are as
follows:
                                                                   1996             1995           1994
- -------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>            <C>   
Income tax expense attributable to operations:

   Current tax expense (benefit)                             $      435             (109)           154

   Deferred tax expense                                           2,396            1,612          1,099
- -------------------------------------------------------------------------------------------------------------
Total income tax expense attributable to operations          $    2,831            1,503          1,253

Income tax effect on equity:

   Income tax allocated to stockholder's equity,
      Adoption of SFAS No. 115                                        0                0             44
      Attributable to unrealized gains and losses 
         for the year                                              (166)             292           (189)
- -------------------------------------------------------------------------------------------------------------
Total income tax effect on equity                            $    2,665            1,795          1,108
=============================================================================================================
</TABLE>

COMPONENTS OF INCOME TAX EXPENSE

<TABLE>
<CAPTION>
Income tax expense computed at the statutory rate of 35% varies from tax expense
reported in the Statements of Income for the respective  years ended December 31
as follows:
                                                         1996         1995       1994
- -----------------------------------------------------------------------------------------
<S>                                                    <C>          <C>         <C>  
Income tax expense computed at the statutory rate  $    2,248        2,414      1,558
Other                                                     583         (911)      (305)
- -----------------------------------------------------------------------------------------
       Income tax expense as reported              $    2,831        1,503      1,253
=========================================================================================
</TABLE>
<PAGE>
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES ON THE BALANCE SHEET

<TABLE>
<CAPTION>
Tax effects of temporary  differences giving rise to the significant  components
of the net  deferred  tax  liabilities  at  December  31,  1996  and 1995 are as
follows:
                                           1996       1995
- ----------------------------------------------------------------
<S>                                       <C>        <C>  
Deferred tax assets:
   Future policy benefit reserves       $ 3,427      4,808
   Unrealized losses on investments          19          0
- ----------------------------------------------------------------

       Total deferred tax assets          3,446      4,808
================================================================

Deferred tax liabilities:
   Deferred acquisition costs            10,757     10,481
   Unrealized gains on investments            0        147
   Investments                            1,429        690
- ----------------------------------------------------------------

       Total deferred tax liabilities    12,186     11,318
================================================================

Net deferred tax liability              $ 8,740      6,510
================================================================
</TABLE>

Although realization is not assured, the Company believes it is not necessary to
establish a valuation  allowance for the deferred tax asset as it is more likely
than not the  deferred  tax asset will be realized  principally  through  future
reversals of existing taxable  temporary  differences and future taxable income.
The amount of the deferred tax asset considered  realizable,  however,  could be
reduced in the near term if  estimates of future  reversals of existing  taxable
temporary differences and future taxable income are reduced.

The Company files a consolidated  federal income tax return with AZOA and all of
its  wholly  owned  subsidiaries.  The  consolidated  tax  allocation  agreement
stipulates that each company  participating in the return will bear its share of
the tax liability pursuant to United States Treasury Department regulations. The
Company accrues income taxes payable to Allianz Life under AZOA intercompany tax
allocation  agreements.  The Company's  liability for current taxes was $504 and
$142 as of December 31, 1996 and 1995, respectively,  and is included in payable
to parent in the liablity section of the accompanying balance sheet.


(8)  RELATED PARTY TRANSACTIONS

In 1994, Allianz Life contributed additional paid-in capital to the Company of
$6,500.

Allianz Life  performs  certain  administrative  services  for the Company.  The
Company  reimbursed  Allianz  Life $1,246,  $1,115 and $1,994 in 1996,  1995 and
1994, respectively,  for related administrative expenses incurred. The Company's
liability to Allianz  Life for  incurred but unpaid  service fees as of December
31, 1996 and 1995 was $598 and $521, respectively, and is included in payable to
parent in the liability section of the accompanying balance sheet.

AZOA's  investment  division  manages the Company's  investment  portfolio.  The
Company  paid AZOA $11,  $5 and $4 in 1996,  1995 and  1994,  respectively,  for
investment advisory fees. The Company had no incurred but unpaid fees to AZOA as
of December 31, 1996 and 1995.
<PAGE>
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

(9)  EMPLOYEE BENEFIT PLANS

The  Company  participates  in the  Allianz  Primary  Retirement  Plan  (Primary
Retirement Plan), a defined  contribution plan. The Company makes  contributions
to a money  purchase  pension  plan on  behalf  of  eligible  participants.  All
employees are eligible to participate in the Primary  Retirement  Plan after two
years  of  service.   The  contributions  are  based  on  a  percentage  of  the
participant's  salary with the participants  being 100% vested upon eligibility.
It is the  Company's  policy to fund the plan costs as  accrued.  Total  pension
contributions were $29, $16 and $18 in 1996, 1995 and 1994, respectively.

The Company  participates in the Allianz Asset Accumulation Plan (Allianz Plan),
a  defined   contribution  plan  sponsored  by  AZOA.  Under  the  Allianz  Plan
provisions,  the  Company  will  match from 50% to 100% of  eligible  employees'
contributions up to a maximum of 6% of a participant's  compensation.  The total
Company match for 1996, 1995 and 1994 Plan  participants was 100%. All employees
are  eligible to  participate  after one year of service and are fully vested in
the Company's matching  contribution  after three years of service.  The Allianz
Plan will accept  participants'  pretax or after-tax  contributions up to 15% of
the participant's  compensation.  It is the Company's policy to fund the Allianz
Plan costs as accrued.  The Company  accrued  $41, $5 and $35 in 1996,  1995 and
1994, respectively, toward planned contributions.

(10) STATUTORY FINANCIAL DATA AND DIVIDEND RESTRICTIONS

Statutory  accounting  is directed  toward  insurer  solvency and  protection of
policyholders.  Accordingly,  certain  items  recorded in  financial  statements
prepared under GAAP are excluded or vary in determining statutory policyholders'
surplus and gain from operations.  These items include,  among others,  deferred
acquisition  costs,  furniture  and  fixtures,   accident  and  health  premiums
receivable  which are more than 90 days past due,  deferred taxes and undeclared
dividends to policyholders. Additionally, future life and annuity policy benefit
reserves  calculated  for  statutory  accounting do not include  provisions  for
withdrawals.
<TABLE>
<CAPTION>
The  differences  between  stockholder's  equity  and  net  income  reported  in
accordance with statutory  accounting  practices and the accompanying  financial
statements for the years ended December 31 are as follows:

                                            Stockholder's equity                Net Income
                                        ---------------------------   --------------------------------
                                                1996        1995         1996      1995      1994
- ------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>           <C>       <C>       <C>   
Statutory basis                             $ 21,886      18,359        2,358     2,821      (796)
Adjustments:
  Change in reserve basis                    (13,696)    (17,857)       4,070     3,281    (2,812)
  Deferred acquisition costs                  38,245      38,586         (341)    1,009     8,090
  Deferred taxes                              (8,740)     (6,510)      (2,396)   (1,612)   (1,099)
  Nonadmitted assets                             154         119            0         0         0
  Interest maintenance reserve                   (68)         31          (99)     (105)     (183)
  Asset Valuation Reserve                          7           2            0         0         0
  Liability for unauthorized reinsurers            0       1,209            0         0         0
  Unrealized losses on investments               (53)        422            0         0         0
  Other                                          (91)          0           (1)        0         0
- ------------------------------------------------------------------------------------------------------
     As reported in the
        accompanying financial statements   $ 37,644      34,361        3,591     5,394     3,200
======================================================================================================
</TABLE>
The Company is required to meet  minimum  capital and surplus  requirements.  At
December  31,  1996  and  1995,  the  Company  was  in  compliance   with  these
requirements.  In accordance  with New York Statutes,  the Company may not pay a
stockholder  dividend without prior approval by the Superintendent of Insurance.
The Company paid no dividends in 1996, 1995 and 1994.
<PAGE>
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

REGULATORY RISK BASED CAPITAL

An insurance  enterprise's  state of domicile imposes minimum risk-based capital
requirements  that were  developed  by the  National  Association  of  Insurance
Commissioners  (NAIC).  The formulas for  determining  the amount of  risk-based
capital specify various weighting factors that are applied to financial balances
or various levels of activity based on the perceived degree of risk.  Regulatory
compliance is determined by a ratio of an enterprise's regulatory total adjusted
capital to its authorized  control level risk-based  capital,  as defined by the
NAIC.  Enterprises below specific  triggerpoints or ratios are classified within
certain levels,  each of which requires specified  corrective action. The levels
and ratios are as follows:

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

The Company met the minimum risk-based  capital  requirements as of December 31,
1996 and 1995.

PERMITTED STATUTORY ACCOUNTING PRACTICES

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

STATE EXAMINATION

Preferred  Life is currently  under  routine  examination  by the New York State
Department of Insurance.  No matters of significance or adjustments to Preferred
Life's  statutory  financial   statements  have  been  brought  to  management's
attention as a result of this examination.

(11) COMMITMENTS AND CONTINGENCIES

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

The  Company  is  contingently  liable for  possible  future  assessments  under
regulatory   requirements   pertaining  to   insolvencies   and  impairments  of
unaffiliated  insurance  companies.  Provision  has been  made  for  assessments
currently received and assessments anticipated for known insolvencies.

<PAGE>
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (in thousands)

(12) SUPPLEMENTARY INSURANCE INFORMATION

<TABLE>
<CAPTION>
The following table summarizes certain financial information by line of business
for 1996, 1995 and 1994:


                               As of December 31                                 For the year ended December 31
                    ---------------------------------------------  ----------------------------------------------------------------
                                    Future                                               Benefits,   Net
                                    policy                 Other    Premium               claims     change 
                                    benefits,              policy   revenue               losses,     in
                        Deferred    losses,                claims   and other   Net       and        policy                 
                         policy     claims                  and     contract    invest-  settle-     acquisi-   Other    Premiums 
                       acquistion   and loss  Unearned    benefits  consider-   ment      ment        tion    operating  written    
                          costs     expense   premiums    payable    ations     income   expenses    cost (a)  expenses     (b)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>         <C>         <C>        <C>        <C>      <C>       <C>          <C>        <C> 
1996:
Life insurance         $    290     1,219        908        5,151      6,870     268      4,371        (27)      2,297
Annuities                37,855       325          0          864     11,725       0        202        265       7,069
Accident and
 health insurance           100         0        979       19,104     12,835     952      8,392        103       3,494
- -----------------------------------------------------------------------------------------------------------------------------------

                       $ 38,245     1,544      1,887       25,119     31,430   1,220     12,965        341      12,860
===================================================================================================================================

1995:
Life insurance         $    263       594        844        5,615      7,649     104      5,428         (6)      2,374
Annuities                38,120         6          0           16     10,679       0       (100)    (1,008)      6,180
Accident and  
 health insurance           203         0      1,486       20,536     11,586     501      8,401          5       2,335
- -----------------------------------------------------------------------------------------------------------------------------------

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

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

                       $ 37,577       782      2,285       27,312     27,491     371     14,390     (8,090)     16,996
===================================================================================================================================
<FN>
(a) See note 1 for aggregate gross amortization.

(b) Premiums written are not applicable for life insurance companies.
</FN>
</TABLE>





                                    PART C

                               OTHER INFORMATION


ITEM  24.    FINANCIAL  STATEMENTS  AND  EXHIBITS

a.      Financial  Statements

     The  following financial statements of the Insurance Company are included
in  Part  B:

     1.     Independent  Auditors'  Report
     2.     Balance  Sheets  as  of  December  31,  1996  and  1995
     3.     Statements of Income for the years ended December 31, 1996, 1995
            and  1994
     4.     Statements of Stockholder's Equity for the years ended December
            31,  1996,  1995  and  1994
     5.     Statements of Cash Flow for the years ended December 31, 1996,
            1995  and  1994
     6.     Notes to Financial Statements - December 31, 1996, 1995 and 1994


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

     1.     Independent  Auditors'  Report
     2.     Statements  of Assets and Liabilities as of December 31, 1996
     3.     Statements of Operations for the year ended December 31, 1996
     4.     Statements of Changes in Net Assets for the years ended December
            31,  1996  and  1995
     5.     Notes  to  Financial  Statements  -  December  31,  1996


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*
     4a.    Waiver  of  Contingent  Deferred  Sales  Charge  Endorsement*
     4b.    Enhanced  Death  Benefit  Endorsement*
     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 (to be filed by Amendment)
     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.     Not  Applicable

    *  Incorporated  by  reference  to  Registrant's  N-4  filing  (File  Nos.
333-19699  and  811-05716)  as  electronically  filed  on  January  13,  1997.

ITEM  25.    DIRECTORS  AND  OFFICERS  OF  THE  DEPOSITOR

The  following  are  the  Officers  and  Directors  of  the  Company:

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

Lowell C. Anderson              Director
1750 Hennepin Avenue
Minneapolis, MN 55403

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

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

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

Reinhard Obermueller            Director
560 Lexington Avenue
New York, NY 10022

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

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

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

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

W. Michael Carroll              Director
48 Comell Road
P.O. Box 867
Latham, NY 12110

Stephen R. Herbert              Director
900 Third Avenue
New York, NY 10022

Jack F. Rockett                 Director
140 E. 95th Street, Suite 6A
New York, NY 10129
</TABLE>

ITEM    26.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
           OR  REGISTRANT

The  Company  organizational chart was filed as Exhibit 14 to Registrant's N-4
as  filed  on  January  13,  1997  and  is  incorporated  herein by reference.

ITEM  27.      NUMBER  OF  CONTRACT  OWNERS

Not  Applicable.

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

                                REPRESENTATIONS

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

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

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

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

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


                                  SIGNATURES

As  required  by  the Securities Act of 1933 and the Investment Company Act of
1940,  as  amended,  the  Registrant  certifies  that  it  has  caused  this
registration  statement  to be signed on its behalf in the City of Minneapolis
and  State  of  Minnesota,  on  this  2nd  day  of  May,  1997.


                              PREFERRED  LIFE  VARIABLE  ACCOUNT  C
                                           (Registrant)

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

                              By:  /S/ALAN  A.  GROVE
                                  ___________________________________________
                                     Alan  A.  Grove

                              PREFERRED  LIFE  INSURANCE  COMPANY  OF NEW YORK


                              By:  /S/ALAN  A.  GROVE
                                  ___________________________________________
                                     Alan  A.  Grove

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                   5/2/97
- ------------------------                             ------
Lowell C. Anderson

Ronald L. Wobbeking*      Chairman, Chief Executive  5/2/97
- ------------------------  Officer and Director       ------       
Ronald L. Wobbeking      

Shannon Hendricks*        Treasurer                  5/2/97
- ------------------------                             -------      
Shannon Hendricks

Alan A. Grove*            Secretary and Director     5/2/97
- ------------------------                             ------       
Alan A. Grove

Thomas G. Brown*          Director                   5/2/97
- ------------------------                             ------       
Thomas G. Brown

Edward J. Bonach*         Director                   5/2/97
- ------------------------                             -------       
Edward J. Bonach

Robert S. James*          Director                   5/2/97
- ------------------------                             ------       
Robert S. James

Thomas J. Lynch*          Director                   5/2/97
- ------------------------                             ------                                    
Thomas J. Lynch

Dennis Marion*            Director                   5/2/97
- ------------------------                             ------       
Dennis Marion

Eugene T. Wilkinson*      Director                   5/2/97
- ------------------------                             ------       
Eugene T. Wilkinson

Eugene Long*              Director                   5/2/97
- ------------------------                             ------       
Eugene Long

Reinhard W. Obermueller*  Director                   5/2/97
- ------------------------                             ------       
Reinhard W. Obermueller

- ------------------------  Director                   ------
W. Michael Carroll

- ------------------------  Director                   ------
Stephen R. Herbert

- ------------------------  Director                   ------
Jack F. Rockett
</TABLE>

                                     *  By  /S/ALAN  A.  GROVE
                                          ____________________________________
                                          Alan  A.  Grove,  Attorney-in-Fact




                                   EXHIBITS

                                      TO

                         PRE-EFFECTIVE AMENDMENT NO. 1

                                      TO

                                   FORM  N-4

                     (FILE  NOS.  333-19699  AND  811-05716)

                      PREFERRED  LIFE  VARIABLE  ACCOUNT  C

                 PREFERRED  LIFE  INSURANCE  COMPANY  OF  NEW  YORK

                               INDEX TO EXHIBITS


EXHIBIT                                                                   PAGE

EX-99.B3         Principal Underwriter's Agreement

EX-99.B9         Opinion and Consent of Counsel

EX-99.B10        Independent Auditors' Consent

EX-99.B13        Calculation of Performance Information

                      PRINCIPAL UNDERWRITER'S AGREEMENT

IT  IS  HEREBY  AGREED  by and between PREFERRED LIFE INSURANCE COMPANY OF NEW
YORK ("INSURANCE COMPANY") on behalf of PREFERRED LIFE VARIABLE ACCOUNT C (the
"Variable Account") and NALAC FINANCIAL PLANS, LLC ("PRINCIPAL UNDERWRITER" as
follows:

                                       I

INSURANCE  COMPANY  proposes to issue and sell certain Variable Annuities (the
"Contracts")  to  the  public  through  PRINCIPAL  UNDERWRITER.  The PRINCIPAL
UNDERWRITER  agrees  to  provide  sales  service  subject  to  the  terms  and
conditions  hereof.   The Contracts to be sold are more fully described in the
registration  statement  and  the  prospectuses  hereinafter  mentioned.  Such
Contracts  will  be  issued by INSURANCE COMPANY through the Variable Account.

                                      II

INSURANCE COMPANY grants PRINCIPAL UNDERWRITER the exclusive right, during the
term of this Agreement, subject to registration requirements of the Securities
Act  of  1933 and the Investment Company Act of 1940 and the provisions of the
Securities Exchange Act of 1934, to be the distributor of the contracts issued
through  the  Variable Account.  PRINCIPAL UNDERWRITER will sell the Contracts
under  such  terms  as  set  by  INSURANCE COMPANY and will make such sales to
purchasers  permitted  to  buy  such Contracts as specified in the prospectus.

                                      III

PRINCIPAL  UNDERWRITER  agrees  that it shall undertake at its own expense, to
perform  all  duties  and  functions  which  are  necessary and proper for the
distribution  of  the  Contracts.

                                      IV

PRINCIPAL  UNDERWRITER shall be compensated for its distribution services with
respect  to the Contracts covered hereby to the extent necessary for PRINCIPAL
UNDERWRITER  to  meet  its  obligations  pursuant  to  selling agreements with
approved  broker/dealers.

                                       V

On  behalf  of the Variable Account, INSURANCE COMPANY shall furnish PRINCIPAL
UNDERWRITER  with  copies  of all prospectuses, financial statements and other
documents  which  PRINCIPAL  UNDERWRITER  reasonably  requests  for  use  in
connection  with  the  distribution of the Contracts.  INSURANCE COMPANY shall
provide  to    PRINCIPAL  UNDERWRITER  such  number  of  copies of the current
effective  prospectus  as  PRINCIPAL  UNDERWRITER  shall  request.

                                      VI

PRINCIPAL  UNDERWRITER  is  not authorized to give any information, or to make
any  representations  concerning  the  Contracts  or  the  Variable Account of
INSURANCE  COMPANY  other  than  those  contained  in the current registration
statement  or  prospectus filed with the Securities and Exchange Commission or
such  sales  literature  as  may  be  authorized  by  INSURANCE  COMPANY.

                                      VII

Both  parties  to  this  Agreement  agree  to  keep  the  necessary records as
indicated  by  applicable  state  and  federal law and to render the necessary
assistance  to  one  another  for  the accurate and timely preparation of such
records.

                                     VIII

This Agreement shall be effective upon the execution hereof and will remain in
effect  unless  terminated  as  hereinafter  provided.    This Agreement shall
automatically  be  terminated  in  the  event of  its  assignment by PRINCIPAL
UNDERWRITER.

This  Agreement  may  at any time be terminated by either party hereto upon 60
days  written  notice  to  the  other  party.

                                      IX

All  notices,  requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been given on the date of 
service if  served  personally  on  the party to whom notice is to be given, 
or on the date of mailing if sent by First Class Mail, Registered or Certified,
postage prepaid  and  properly  addressed.

IN  WITNESS  WHEREOF,  the  parties  hereto  have caused this instrument to be
signed  on  their  behalf by their respective officers thereunto duly
authorized.



                                   INSURANCE  COMPANY
                                   PREFERRED  LIFE  INSURANCE  COMPANY
                                   OF  NEW  YORK


                                   By: /s/ THOMAS J. LYNCH
                                   -----------------------
                                           Thomas J. Lynch

ATTEST: /s/ ALAN A. GROVE
- -------------------------
Alan A. Grove


                                   PRINCIPAL UNDERWRITER
                                   NALAC FINANCIAL PLANS, LLC

                                   By: /s/ THOMAS B. CLIFFORD
                                   --------------------------
                                    Thomas B. Clifford


ATTEST: /s/ MICHAEL T. WESTERMEYER
- ----------------------------------
Michael T. Westermeyer

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

May 12, 1997


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


RE:    Opinion of Counsel - Preferred Life Variable Account C

Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with the
Securities  and  Exchange   Commission  of  a  Pre-Effective   Amendment  to  a
Registration  Statement on Form N-4 for the Variable Annuity Contracts  (the
"Contracts")  to be issued by Preferred Life  Insurance  Company of New York
and its separate  account, Preferred Life Variable Account C.

We have made such  examination  of the law and have  examined  such  records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below.

We  are  of  the  following  opinions:

     1. Preferred Life Variable Account C is a Unit Investment Trust as that
term is defined in Section 4(2) of the Investment Company Act of 1940 (the
"Act"), and is currently registered with the Securities and Exchange 
Commission, pursuant to Section 8(a) of the Act.

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

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

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

Sincerely,

BLAZZARD,  GRODD  &  HASENAUER,  P.C.


By:  /S/  LYNN  KORMAN  STONE
     _____________________________
          Lynn  Korman  Stone

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



                        Independent Auditors' Consent


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

We consent to the use of our report,  dated  January 24, 1997,  on the financial
statements of Preferred Life Variable Account C and our report dated February 4,
1997, on the financial  statements of Preferred  Life  Insurance  Company of New
York  included  herein  and to the  reference  to our  Firm  under  the  heading
"EXPERTS".

                                          /s/ KPMG PEAT MARWICK LLP

                                          KPMG Peat Marwick LLP




Minneapolis, Minnesota
May 9, 1997


<TABLE>
<CAPTION>
                             FRANKLIN VALUEMARK IV
                        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         $17.20200155      58.133     58.133    $1,000.00
12-31-96     Contract Fee                    (1.00)         19.35081369      (0.052)    58.081     1,123.92
12-31-96     Value before Surr Chg                          19.35081369       0.000     58.081     1,123.92
12-31-96     Surrender Charge               (60.00)         19.35081369      (3.101)    54.980     1,063.92
Cumulative and Average Annual Total Returns
             without/with charges                                12.49% A                             6.39% B

                                   HIGH INCOME
12-31-95     Purchase                    $1,000.00         $17.14451419      58.328     58.328    $1,000.00
12-31-96     Contract Fee                    (1.00)         19.23682686      (0.052)    58.276     1,121.04
12-31-96     Value before Surr Chg                          19.23682686       0.000     58.276     1,121.04
12-31-96     Surrender Charge               (60.00)         19.23682686      (3.119)    55.157     1,061.04
Cumulative and Average Annual Total Returns
             without/with charges                                12.20% A                             6.10% B

                                INCOME SECURITIES
12-31-95     Purchase                    $1,000.00         $19.66228575      50.859     50.859    $1,000.00
12-31-96     Contract Fee                    (1.00)         21.55369456      (0.046)    50.812     1,095.19
12-31-96     Value before Surr Chg                          21.55369456       0.000     50.812     1,095.19
12-31-96     Surrender Charge               (60.00)         21.55369456      (2.784)    48.029     1,035.19
Cumulative and Average Annual Total Returns
             without/with charges                                 9.62% A                             3.52% B

                                  MONEY MARKET
12-31-95     Purchase                    $1,000.00         $12.80529257      78.093     78.093    $1,000.00
12-31-96     Contract Fee                    (1.00)         13.35923111      (0.075)    78.018     1,042.26
12-31-96     Value before Surr Chg                          13.35923111       0.000     78.018     1,042.26
12-31-96     Surrender Charge               (60.00)         13.35923111      (4.491)    73.527       982.26
Cumulative and Average Annual Total Returns
             without/with charges                                 4.33% A                            -1.77% B

                          NATURAL RESOURCES SECURITIES
12-31-95     Purchase                    $1,000.00         $14.02092182      71.322     71.322    $1,000.00
12-31-96     Contract Fee                    (1.00)         14.36439436      (0.070)    71.252     1,023.50
12-31-96     Value before Surr Chg                          14.36439436       0.000     71.252     1,023.50
12-31-96     Surrender Charge               (60.00)         14.36439436      (4.177)    67.075       963.50
Cumulative and Average Annual Total Returns
             without/with charges                                 2.45% A                            -3.65% B

                             REAL ESTATE SECURITIES
12-31-95     Purchase                    $1,000.00         $17.96041830      55.678     55.678    $1,000.00
12-31-96     Contract Fee                    (1.00)         23.49916899      (0.043)    55.635     1,307.39
12-31-96     Value before Surr Chg                          23.49916899       0.000     55.635     1,307.39
12-31-96     Surrender Charge               (60.00)         23.49916899      (2.553)    53.082     1,247.39
Cumulative and Average Annual Total Returns
             without/with charges                                30.84% A                            24.74% B

                                RISING DIVIDENDS
12-31-95     Purchase                    $1,000.00         $12.45442887      80.293     80.293    $1,000.00
12-31-96     Contract Fee                    (1.00)         15.23536682      (0.066)    80.227     1,222.29
12-31-96     Value before Surr Chg                          15.23536682       0.000     80.227     1,222.29
12-31-96     Surrender Charge               (60.00)         15.23536682      (3.938)    76.289     1,162.29
Cumulative and Average Annual Total Returns
             without/with charges                                22.33% A                            16.23% B

                                    SMALL CAP
12-31-95     Purchase                    $1,000.00         $10.14493678      98.571     98.571    $1,000.00
12-31-96     Contract Fee                    (1.00)         12.89918829      (0.078)    98.494     1,270.49
12-31-96     Value before Surr Chg                          12.89918829       0.000     98.494     1,270.49
12-31-96     Surrender Charge               (60.00)         12.89918829      (4.651)    93.842     1,210.49
Cumulative and Average Annual Total Returns
             without/with charges                                27.15% A                            21.05% B

                       TEMPLETON DEVELOPING MARKETS EQUITY
12-31-95     Purchase                    $1,000.00          $9.56626187     104.534    104.534    $1,000.00
12-31-96     Contract Fee                    (1.00)         11.45833113      (0.087)   104.447     1,196.79
12-31-96     Value before Surr Chg                          11.45833113       0.000    104.447     1,196.79
12-31-96     Surrender Charge               (60.00)         11.45833113      (5.236)    99.210     1,136.79
Cumulative and Average Annual Total Returns
             without/with charges                                19.78% A                            13.68% B

                        TEMPLETON GLOBAL ASSET ALLOCATION
12-31-95     Purchase                    $1,000.00         $10.58454194      94.477     94.477    $1,000.00
12-31-96     Contract Fee                    (1.00)         12.49492743      (0.080)    94.397     1,179.49
12-31-96     Value before Surr Chg                          12.49492743       0.000     94.397     1,179.49
12-31-96     Surrender Charge               (60.00)         12.49492743      (4.802)    89.595     1,119.49
Cumulative and Average Annual Total Returns
             without/with charges                                18.05% A                            11.95% B

                             TEMPLETON GLOBAL GROWTH
12-31-95     Purchase                    $1,000.00         $11.32067650      88.334     88.334    $1,000.00
12-31-96     Contract Fee                    (1.00)         13.52541005      (0.074)    88.260     1,193.75
12-31-96     Value before Surr Chg                          13.52541005       0.000     88.260     1,193.75
12-31-96     Surrender Charge               (60.00)         13.52541005      (4.436)    83.824     1,133.75
Cumulative and Average Annual Total Returns
             without/with charges                                19.48% A                            13.38% B

                       TEMPLETON GLOBAL INCOME SECURITIES
12-31-95     Purchase                    $1,000.00         $15.42592706      64.826     64.826    $1,000.00
12-31-96     Contract Fee                    (1.00)         16.66103106      (0.060)    64.766     1,079.07
12-31-96     Value before Surr Chg                          16.66103106       0.000     64.766     1,079.07
12-31-96     Surrender Charge               (60.00)         16.66103106      (3.601)    61.165     1,019.07
Cumulative and Average Annual Total Returns
             without/with charges                                 8.01% A                             1.91% B

                         TEMPLETON INTERNATIONAL EQUITY
12-31-95     Purchase                    $1,000.00         $13.21605786      75.666     75.666    $1,000.00
12-31-96     Contract Fee                    (1.00)         16.01035857      (0.062)    75.603     1,210.43
12-31-96     Value before Surr Chg                          16.01035857       0.000     75.603     1,210.43
12-31-96     Surrender Charge               (60.00)         16.01035857      (3.748)    71.855     1,150.43
Cumulative and Average Annual Total Returns
             without/with charges                                21.14% A                            15.04% B

                            TEMPLETON PACIFIC GROWTH
12-31-95     Purchase                    $1,000.00         $13.58246157      73.624      73.624    $1,000.00
12-31-96     Contract Fee                    (1.00)         14.86560901      (0.067)     73.557     1,093.47
12-31-96     Value before Surr Chg                          14.86560901       0.000      73.557     1,093.47
12-31-96     Surrender Charge               (60.00)         14.86560901      (4.036)     69.521     1,033.47
Cumulative and Average Annual Total Returns
             without/with charges                                 9.45% A                             3.35% B

                           U.S. GOVERNMENT SECURITIES
12-31-95     Purchase                    $1,000.00         $16.19773372      61.737      61.737    $1,000.00
12-31-96     Contract Fee                    (1.00)         16.53304452      (0.060)     61.677     1,019.70
12-31-96     Value before Surr Chg                          16.53304452       0.000      61.677     1,019.70
12-31-96     Surrender Charge               (60.00)         16.53304452      (3.629)     58.047       959.70
Cumulative and Average Annual Total Returns
             without/with charges                                 2.07% A                            -4.03% B

                                 UTILITY EQUITY
12-31-95     Purchase                    $1,000.00         $19.44283491      51.433      51.433    $1,000.00
12-31-96     Contract Fee                    (1.00)         20.52658248      (0.049)     51.384     1,054.74
12-31-96     Value before Surr Chg                          20.52658248       0.000      51.384     1,054.74
12-31-96     Surrender Charge               (60.00)         20.52658248      (2.923)     48.461       994.74
Cumulative and Average Annual Total Returns
             without/with charges                                5.57% A                            -0.53% B

                               ZERO COUPON - 2000
12-31-95     Purchase                    $1,000.00         $18.18141100      55.001      55.001    $1,000.00
12-31-96     Contract Fee                    (1.00)         18.34477774      (0.055)     54.947     1,007.99
12-31-96     Value before Surr Chg                          18.34477774       0.000      54.947     1,007.99
12-31-96     Surrender Charge               (60.00)         18.34477774      (3.271)     51.676       947.99
Cumulative and Average Annual Total Returns
             without/with charges                                 0.90% A                            -5.20% B

                               ZERO COUPON - 2005
12-31-95     Purchase                    $1,000.00         $20.78832859      48.104      48.104    $1,000.00
12-31-96     Contract Fee                    (1.00)         20.37523353      (0.049)     48.055       979.13
12-31-96     Value before Surr Chg                          20.37523353       0.000      48.055       979.13
12-31-96     Surrender Charge               (60.00)         20.37523353      (2.945)     45.110       919.13
Cumulative and Average Annual Total Returns
             without/with charges                                -1.99% A                            -8.09% B

                               ZERO COUPON - 2010
12-31-95     Purchase                    $1,000.00         $22.29375904      44.856      44.856    $1,000.00
12-31-96     Contract Fee                    (1.00)         21.37105221      (0.047)     44.809       957.61
12-31-96     Value before Surr Chg                          21.37105221       0.000      44.809       957.61
12-31-96     Surrender Charge               (60.00)         21.37105221      (2.808)     42.001       897.61
Cumulative and Average Annual Total Returns
             without/with charges                                -4.14% A                           -10.24% 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     $13.61630571      73.441       73.441    $1,000.00
12-31-94      Contract Fee                     (1.00)     13.14423327      (0.076)      73.365       964.33
12-31-95      Contract Fee                     (1.00)     17.20200155      (0.058)      73.307     1,261.03
12-31-96      Contract Fee                     (1.00)     19.35081369      (0.052)      73.255     1,417.55
12-31-96      Value before Surr Chg                       19.35081369       0.000       73.255     1,417.55
12-31-96      Surrender Charge                (51.00)     19.35081369      (2.636)      70.620     1,366.55
Cumulative Total Returns without/with chrgs.                   42.12% A                              36.66% C
Avg. Annual Total Returns without/with chrgs.                  12.43% B                              10.97% D

                                   HIGH INCOME
12-31-93      Purchase                     $1,000.00     $15.08792342      66.278       66.278    $1,000.00
12-31-94      Contract Fee                     (1.00)     14.52977464      (0.069)      66.209       962.01
12-31-95      Contract Fee                     (1.00)     17.14451419      (0.058)      66.151     1,134.13
12-31-96      Contract Fee                     (1.00)     19.23682686      (0.052)      66.099     1,271.54
12-31-96      Value before Surr Chg                       19.23682686       0.000       66.099     1,271.54
12-31-96      Surrender Charge                (51.00)     19.23682686      (2.651)      63.448     1,220.54
Cumulative Total Returns without/with chrgs.                   27.50% A                              22.05% C
Avg. Annual Total Returns without/with chrgs.                   8.43% B                               6.87% D

                                INCOME SECURITIES
12-31-93      Purchase                     $1,000.00     $17.65574049      56.639       56.639    $1,000.00
12-31-94      Contract Fee                     (1.00)     16.30439562      (0.061)      56.577       922.46
12-31-95      Contract Fee                     (1.00)     19.66228575      (0.051)      56.527     1,111.44
12-31-96      Contract Fee                     (1.00)     21.55369456      (0.046)      56.480     1,217.36
12-31-96      Value before Surr Chg                       21.55369456       0.000       56.480     1,217.36
12-31-96      Surrender Charge                (51.00)     21.55369456      (2.366)      54.114     1,166.36
Cumulative Total Returns without/with chrgs.                   22.08% A                              16.64% C
Avg. Annual Total Returns without/with chrgs.                   6.88% B                               5.26% D

                                  MONEY MARKET
12-31-93      Purchase                     $1,000.00     $12.01410752      83.235       83.235    $1,000.00
12-31-94      Contract Fee                     (1.00)     12.29002320      (0.081)      83.154     1,021.97
12-31-95      Contract Fee                     (1.00)     12.80529257      (0.078)      83.076     1,063.81
12-31-96      Contract Fee                     (1.00)     13.35923111      (0.075)      83.001     1,108.83
12-31-96      Value before Surr Chg                       13.35923111       0.000       83.001     1,108.83
12-31-96      Surrender Charge                (51.00)     13.35923111      (3.818)      79.184     1,057.83
Cumulative Total Returns without/with chrgs.                   11.20% A                               5.78% C
Avg. Annual Total Returns without/with chrgs.                   3.60% B                               1.89% D

                          NATURAL RESOURCES SECURITIES
12-31-93      Purchase                     $1,000.00     $14.39941891      69.447       69.447    $1,000.00
12-31-94      Contract Fee                     (1.00)     13.90432727      (0.072)      69.375       964.62
12-31-95      Contract Fee                     (1.00)     14.02092182      (0.071)      69.304       971.71
12-31-96      Contract Fee                     (1.00)     14.36439436      (0.070)      69.234       994.51
12-31-96      Value before Surr Chg                       14.36439436       0.000       69.234       994.51
12-31-96      Surrender Charge                (51.00)     14.36439436      (3.550)      65.684       943.51
Cumulative Total Returns without/with chrgs.                   -0.24% A                              -5.65% C
Avg. Annual Total Returns without/with chrgs.                  -0.08% B                              -1.92% D

                             REAL ESTATE SECURITIES
12-31-93      Purchase                     $1,000.00     $15.30083761      65.356       65.356    $1,000.00
12-31-94      Contract Fee                     (1.00)     15.51100005      (0.064)      65.291     1,012.74
12-31-95      Contract Fee                     (1.00)     17.96041830      (0.056)      65.236     1,171.66
12-31-96      Contract Fee                     (1.00)     23.49916899      (0.043)      65.193     1,531.99
12-31-96      Value before Surr Chg                       23.49916899       0.000       65.193     1,531.99
12-31-96      Surrender Charge                (51.00)     23.49916899      (2.170)      63.023     1,480.99
Cumulative Total Returns without/with chrgs.                   53.58% A                              48.10% C
Avg. Annual Total Returns without/with chrgs.                  15.38% B                              13.99% D

                                RISING DIVIDENDS
12-31-93      Purchase                     $1,000.00     $10.30939159      96.999       96.999    $1,000.00
12-31-94      Contract Fee                     (1.00)      9.74313966      (0.103)      96.896       944.07
12-31-95      Contract Fee                     (1.00)     12.45442887      (0.080)      96.816     1,205.79
12-31-96      Contract Fee                     (1.00)     15.23536682      (0.066)      96.750     1,474.03
12-31-96      Value before Surr Chg                       15.23536682       0.000       96.750     1,474.03
12-31-96      Surrender Charge                (51.00)     15.23536682      (3.347)      93.403     1,423.03
Cumulative Total Returns without/with chrgs.                   47.78% A                              42.30% C
Avg. Annual Total Returns without/with chrgs.                  13.90% B                              12.48% D

                       TEMPLETON GLOBAL INCOME SECURITIES
12-31-93      Purchase                     $1,000.00     $14.58489254      68.564       68.564    $1,000.00
12-31-94      Contract Fee                     (1.00)     13.65317533      (0.073)      68.491       935.12
12-31-95      Contract Fee                     (1.00)     15.42592706      (0.065)      68.426     1,055.53
12-31-96      Contract Fee                     (1.00)     16.66103106      (0.060)      68.366     1,139.05
12-31-96      Value before Surr Chg                       16.66103106       0.000       68.366     1,139.05
12-31-96      Surrender Charge                (51.00)     16.66103106      (3.061)      65.305     1,088.05
Cumulative Total Returns without/with chrgs.                   14.23% A                               8.80% C
Avg. Annual Total Returns without/with chrgs.                   4.54% B                               2.85% D

                         TEMPLETON INTERNATIONAL EQUITY
12-31-93      Purchase                     $1,000.00     $12.20456639      81.937       81.937    $1,000.00
12-31-94      Contract Fee                     (1.00)     12.12945216      (0.082)      81.854       992.85
12-31-95      Contract Fee                     (1.00)     13.21605786      (0.076)      81.778     1,080.79
12-31-96      Contract Fee                     (1.00)     16.01035857      (0.062)      81.716     1,308.30
12-31-96      Value before Surr Chg                       16.01035857       0.000       81.716     1,308.30
12-31-96      Surrender Charge                (51.00)     16.01035857      (3.185)      78.531     1,257.30
Cumulative Total Returns without/with chrgs.                   31.18% A                              25.73% C
Avg. Annual Total Returns without/with chrgs.                   9.47% B                               7.93% D

                            TEMPLETON PACIFIC GROWTH
12-31-93      Purchase                     $1,000.00     $14.20875721      70.379       70.379    $1,000.00
12-31-94      Contract Fee                     (1.00)     12.76818771      (0.078)      70.301       897.61
12-31-95      Contract Fee                     (1.00)     13.58246157      (0.074)      70.227       953.86
12-31-96      Contract Fee                     (1.00)     14.86560901      (0.067)      70.160     1,042.97
12-31-96      Value before Surr Chg                       14.86560901       0.000       70.160     1,042.97
12-31-96      Surrender Charge                (51.00)     14.86560901      (3.431)      66.729       991.97
Cumulative Total Returns without/with chrgs.                    4.62% A                              -0.80% C
Avg. Annual Total Returns without/with chrgs.                   1.52% B                              -0.27% D

                           U.S. GOVERNMENT SECURITIES
12-31-93      Purchase                     $1,000.00     $14.63435517      68.332       68.332    $1,000.00
12-31-94      Contract Fee                     (1.00)     13.76239537      (0.073)      68.260       939.42
12-31-95      Contract Fee                     (1.00)     16.19773372      (0.062)      68.198     1,104.65
12-31-96      Contract Fee                     (1.00)     16.53304452      (0.060)      68.137     1,126.52
12-31-96      Value before Surr Chg                       16.53304452       0.000       68.137     1,126.52
12-31-96      Surrender Charge                (51.00)     16.53304452      (3.085)      65.053     1,075.52
Cumulative Total Returns without/with chrgs.                   12.97% A                               7.55% C
Avg. Annual Total Returns without/with chrgs.                   4.15% B                               2.46% D

                                 UTILITY EQUITY
12-31-93      Purchase                     $1,000.00     $17.24200577      57.998       57.998    $1,000.00
12-31-94      Contract Fee                     (1.00)     15.02348951      (0.067)      57.931       870.33
12-31-95      Contract Fee                     (1.00)     19.44283491      (0.051)      57.880     1,125.35
12-31-96      Contract Fee                     (1.00)     20.52658248      (0.049)      57.831     1,187.08
12-31-96      Value before Surr Chg                       20.52658248       0.000       57.831     1,187.08
12-31-96      Surrender Charge                (51.00)     20.52658248      (2.485)      55.347     1,136.08
Cumulative Total Returns without/with chrgs.                   19.05% A                              13.61% C
Avg. Annual Total Returns without/with chrgs.                   5.98% B                               4.34% D

                               ZERO COUPON - 2000
12-31-93      Purchase                     $1,000.00     $16.64474050      60.079       60.079    $1,000.00
12-31-94      Contract Fee                     (1.00)     15.29260574      (0.065)      60.014       917.77
12-31-95      Contract Fee                     (1.00)     18.18141100      (0.055)      59.959     1,090.13
12-31-96      Contract Fee                     (1.00)     18.34477774      (0.055)      59.904     1,098.93
12-31-96      Value before Surr Chg                       18.34477774       0.000       59.904     1,098.93
12-31-96      Surrender Charge                (51.00)     18.34477774      (2.780)      57.124     1,047.93
Cumulative Total Returns without/with chrgs.                   10.21% A                               4.79% C
Avg. Annual Total Returns without/with chrgs.                   3.29% B                               1.57% D

                               ZERO COUPON - 2005
12-31-93      Purchase                     $1,000.00     $17.97404729      55.636       55.636    $1,000.00
12-31-94      Contract Fee                     (1.00)     16.01393970      (0.062)      55.573       889.95
12-31-95      Contract Fee                     (1.00)     20.78832859      (0.048)      55.525     1,154.28
12-31-96      Contract Fee                     (1.00)     20.37523353      (0.049)      55.476     1,130.34
12-31-96      Value before Surr Chg                       20.37523353       0.000       55.476     1,130.34
12-31-96      Surrender Charge                (51.00)     20.37523353      (2.503)      52.973     1,079.34
Cumulative Total Returns without/with chrgs.                   13.36% A                               7.93% C
Avg. Annual Total Returns without/with chrgs.                   4.27% B                               2.58% D

                               ZERO COUPON - 2010
12-31-93      Purchase                     $1,000.00     $18.06559695      55.354       55.354    $1,000.00
12-31-94      Contract Fee                     (1.00)     15.84633119      (0.063)      55.291       876.16
12-31-95      Contract Fee                     (1.00)     22.29375904      (0.045)      55.246     1,231.64
12-31-96      Contract Fee                     (1.00)     21.37105221      (0.047)      55.199     1,179.66
12-31-96      Value before Surr Chg                       21.37105221       0.000       55.199     1,179.66
12-31-96      Surrender Charge                (51.00)     21.37105221      (2.386)      52.813     1,128.66
Cumulative Total Returns without/with chrgs.                18.30% A                                 12.87% C
Avg. Annual Total Returns without/with chrgs.                5.76% B                                  4.12% 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     $11.91776810      83.908       83.908    $1,000.00
12-31-92    Contract Fee                       (1.00)     12.52913900      (0.080)      83.829     1,050.30
12-31-93    Contract Fee                       (1.00)     13.61630571      (0.073)      83.755     1,140.43
12-31-94    Contract Fee                       (1.00)     13.14423327      (0.076)      83.679     1,099.90
12-31-95    Contract Fee                       (1.00)     17.20200155      (0.058)      83.621     1,438.45
12-31-96    Contract Fee                       (1.00)     19.35081369      (0.052)      83.569     1,617.13
12-31-96    Value before Surr Chg                         19.35081369       0.000       83.569     1,617.13
12-31-96    Surrender Charge                  (34.00)     19.35081369      (1.757)      81.812     1,583.13
Cumulative Total Returns without/with chrgs.                   62.37% A                              58.31% C
Avg. Annual Total Returns without/with chrgs.                  10.18% B                               9.62% D

                                   HIGH INCOME
12-31-91    Purchase                       $1,000.00      $11.55232338     86.563       86.563    $1,000.00
12-31-92    Contract Fee                       (1.00)      13.23092335     (0.076)      86.487     1,144.30
12-31-93    Contract Fee                       (1.00)      15.08792342     (0.066)      86.421     1,303.91
12-31-94    Contract Fee                       (1.00)      14.52977464     (0.069)      86.352     1,254.67
12-31-95    Contract Fee                       (1.00)      17.14451419     (0.058)      86.294     1,479.46
12-31-96    Contract Fee                       (1.00)      19.23682686     (0.052)      86.242     1,659.02
12-31-96    Value before Surr Chg                          19.23682686      0.000       86.242     1,659.02
12-31-96    Surrender Charge                  (34.00)      19.23682686     (1.767)      84.474     1,625.02
Cumulative Total Returns without/with chrgs.                    66.52% A                             62.50% C
Avg. Annual Total Returns without/with chrgs.                   10.74% B                             10.20% D

                                INCOME SECURITIES
12-31-91    Purchase                       $1,000.00      $13.54447496     73.831       73.831    $1,000.00
12-31-92    Contract Fee                       (1.00)      15.10888772     (0.066)      73.765     1,114.50
12-31-93    Contract Fee                       (1.00)      17.65574049     (0.057)      73.708     1,301.37
12-31-94    Contract Fee                       (1.00)      16.30439562     (0.061)      73.647     1,200.76
12-31-95    Contract Fee                       (1.00)      19.66228575     (0.051)      73.596     1,447.06
12-31-96    Contract Fee                       (1.00)      21.55369456     (0.046)      73.549     1,585.26
12-31-96    Value before Surr Chg                          21.55369456      0.000       73.549     1,585.26
12-31-96    Surrender Charge                  (34.00)      21.55369456     (1.577)      71.972     1,551.26
Cumulative Total Returns without/with chrgs.                    59.13% A                             55.13% C
Avg. Annual Total Returns without/with chrgs.                    9.74% B                              9.18% D

                                  MONEY MARKET
12-31-91    Purchase                       $1,000.00      $11.71257195     85.378       85.378    $1,000.00
12-31-92    Contract Fee                       (1.00)      11.89167887     (0.084)      85.294     1,014.29
12-31-93    Contract Fee                       (1.00)      12.01410752     (0.083)      85.211     1,023.73
12-31-94    Contract Fee                       (1.00)      12.29002320     (0.081)      85.130     1,046.25
12-31-95    Contract Fee                       (1.00)      12.80529257     (0.078)      85.052     1,089.11
12-31-96    Contract Fee                       (1.00)      13.35923111     (0.075)      84.977     1,135.22
12-31-96    Value before Surr Chg                          13.35923111      0.000       84.977     1,135.22
12-31-96    Surrender Charge                  (34.00)      13.35923111     (2.545)      82.432     1,101.22
Cumulative Total Returns without/with chrgs.                    14.06% A                             10.12% C
Avg. Annual Total Returns without/with chrgs.                    2.67% B                              1.95% D

                          NATURAL RESOURCES SECURITIES
12-31-91    Purchase                       $1,000.00      $10.60671167     94.280       94.280    $1,000.00
12-31-92    Contract Fee                       (1.00)       9.39103298     (0.106)      94.173       884.39
12-31-93    Contract Fee                       (1.00)      14.39941891     (0.069)      94.104     1,355.04
12-31-94    Contract Fee                       (1.00)      13.90432727     (0.072)      94.032     1,307.45
12-31-95    Contract Fee                       (1.00)      14.02092182     (0.071)      93.961     1,317.42
12-31-96    Contract Fee                       (1.00)      14.36439436     (0.070)      93.891     1,348.69
12-31-96    Value before Surr Chg                          14.36439436      0.000       93.891     1,348.69
12-31-96    Surrender Charge                  (34.00)      14.36439436     (2.367)      91.524     1,314.69
Cumulative Total Returns without/with chrgs.                    35.43% A                             31.47% C
Avg. Annual Total Returns without/with chrgs.                    6.25% B                              5.62% D

                             REAL ESTATE SECURITIES
12-31-91    Purchase                       $1,000.00      $11.81685548     84.625       84.625    $1,000.00
12-31-92    Contract Fee                       (1.00)      13.04914908     (0.077)      84.548     1,103.28
12-31-93    Contract Fee                       (1.00)      15.30083761     (0.065)      84.483     1,292.66
12-31-94    Contract Fee                       (1.00)      15.51100005     (0.064)      84.418     1,309.41
12-31-95    Contract Fee                       (1.00)      17.96041830     (0.056)      84.363     1,515.19
12-31-96    Contract Fee                       (1.00)      23.49916899     (0.043)      84.320     1,981.45
12-31-96    Value before Surr Chg                          23.49916899      0.000       84.320     1,981.45
12-31-96    Surrender Charge                  (34.00)      23.49916899     (1.447)      82.873     1,947.45
Cumulative Total Returns without/with chrgs.                    98.86% A                             94.75% C
Avg. Annual Total Returns without/with chrgs.                   14.74% B                             14.26% D

                       TEMPLETON GLOBAL INCOME SECURITIES
12-31-91    Purchase                       $1,000.00      $12.92781355     77.353       77.353    $1,000.00
12-31-92    Contract Fee                       (1.00)      12.68746730     (0.079)      77.274       980.41
12-31-93    Contract Fee                       (1.00)      14.58489254     (0.069)      77.205     1,126.03
12-31-94    Contract Fee                       (1.00)      13.65317533     (0.073)      77.132     1,053.10
12-31-95    Contract Fee                       (1.00)      15.42592706     (0.065)      77.067     1,188.83
12-31-96    Contract Fee                       (1.00)      16.66103106     (0.060)      77.007     1,283.02
12-31-96    Value before Surr Chg                          16.66103106      0.000       77.007     1,283.02
12-31-96    Surrender Charge                  (34.00)      16.66103106     (2.041)      74.966     1,249.02
Cumulative Total Returns without/with chrgs.                    28.88% A                             24.90% C
Avg. Annual Total Returns without/with chrgs.                    5.20% B                              4.55% D

                           U.S. GOVERNMENT SECURITIES
12-31-91    Purchase                       $1,000.00      $12.76496129      78.339       78.339    $1,000.00
12-31-92    Contract Fee                       (1.00)      13.53931957      (0.074)      78.266     1,059.66
12-31-93    Contract Fee                       (1.00)      14.63435517      (0.068)      78.197     1,144.37
12-31-94    Contract Fee                       (1.00)      13.76239537      (0.073)      78.125     1,075.18
12-31-95    Contract Fee                       (1.00)      16.19773372      (0.062)      78.063     1,264.44
12-31-96    Contract Fee                       (1.00)      16.53304452      (0.060)      78.002     1,289.62
12-31-96    Value before Surr Chg                          16.53304452       0.000       78.002     1,289.62
12-31-96    Surrender Charge                  (34.00)      16.53304452      (2.056)      75.946     1,255.62
Cumulative Total Returns without/with chrgs.                    29.52% A                             25.56% C
Avg. Annual Total Returns without/with chrgs.                    5.31% B                              4.66% D

                                 UTILITY EQUITY
12-31-91    Purchase                       $1,000.00      $14.78233584     67.648       67.648    $1,000.00
12-31-92    Contract Fee                       (1.00)      15.83244652     (0.063)      67.585     1,070.04
12-31-93    Contract Fee                       (1.00)      17.24200577     (0.058)      67.527     1,164.30
12-31-94    Contract Fee                       (1.00)      15.02348951     (0.067)      67.461     1,013.49
12-31-95    Contract Fee                       (1.00)      19.44283491     (0.051)      67.409     1,310.63
12-31-96    Contract Fee                       (1.00)      20.52658248     (0.049)      67.360     1,382.68
12-31-96    Value before Surr Chg                          20.52658248      0.000       67.360     1,382.68
12-31-96    Surrender Charge                  (34.00)      20.52658248     (1.656)      65.704     1,348.68
Cumulative Total Returns without/with chrgs.                    38.86% A                             34.87% C
Avg. Annual Total Returns without/with chrgs.                    6.79% B                              6.17% D

                               ZERO COUPON - 2000
12-31-91    Purchase                       $1,000.00      $13.53555410     73.880       73.880    $1,000.00
12-31-92    Contract Fee                       (1.00)      14.54452031     (0.069)      73.811     1,073.54
12-31-93    Contract Fee                       (1.00)      16.64474050     (0.060)      73.751     1,227.56
12-31-94    Contract Fee                       (1.00)      15.29260574     (0.065)      73.685     1,126.84
12-31-95    Contract Fee                       (1.00)      18.18141100     (0.055)      73.630     1,338.70
12-31-96    Contract Fee                       (1.00)      18.34477774     (0.055)      73.576     1,349.73
12-31-96    Value before Surr Chg                          18.34477774      0.000       73.576     1,349.73
12-31-96    Surrender Charge                  (34.00)      18.34477774     (1.853)      71.722     1,315.73
Cumulative Total Returns without/with chrgs.                    35.53% A                             31.57% C
Avg. Annual Total Returns without/with chrgs.                    6.27% B                              5.64% D

                               ZERO COUPON - 2005
12-31-91    Purchase                       $1,000.00      $13.67194917     73.142       73.142    $1,000.00
12-31-92    Contract Fee                       (1.00)      14.92512949     (0.067)      73.075     1,090.66
12-31-93    Contract Fee                       (1.00)      17.97404729     (0.056)      73.020     1,312.46
12-31-94    Contract Fee                       (1.00)      16.01393970     (0.062)      72.957     1,168.34
12-31-95    Contract Fee                       (1.00)      20.78832859     (0.048)      72.909     1,515.66
12-31-96    Contract Fee                       (1.00)      20.37523353     (0.049)      72.860     1,484.54
12-31-96    Value before Surr Chg                          20.37523353      0.000       72.860     1,484.54
12-31-96    Surrender Charge                  (34.00)      20.37523353     (1.669)      71.192     1,450.54
Cumulative Total Returns without/with chrgs.                    49.03% A                             45.05% C
Avg. Annual Total Returns without/with chrgs.                    8.31% B                              7.72% D

                               ZERO COUPON - 2010
12-31-91    Purchase                       $1,000.00      $13.44790271     74.361       74.361    $1,000.00
12-31-92    Contract Fee                       (1.00)      14.61898218     (0.068)      74.293     1,086.08
12-31-93    Contract Fee                       (1.00)      18.06559695     (0.055)      74.237     1,341.14
12-31-94    Contract Fee                       (1.00)      15.84633119     (0.063)      74.174     1,175.39
12-31-95    Contract Fee                       (1.00)      22.29375904     (0.045)      74.129     1,652.62
12-31-96    Contract Fee                       (1.00)      21.37105221     (0.047)      74.083     1,583.22
12-31-96    Value before Surr Chg                          21.37105221      0.000       74.083     1,583.22
12-31-96    Surrender Charge                  (34.00)      21.37105221     (1.591)      72.492     1,549.22
Cumulative Total Returns without/with chrgs.                    58.92% A                             54.92% C
Avg. Annual Total Returns without/with chrgs.                    9.71% B                              9.15% 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)      11.24740541     (0.089)    99.911     1,123.74
12-31-96    Value before Surr Chg                         11.24740541      0.000     99.911     1,123.74
12-31-96    Surrender Charge                 (60.00)      11.24740541     (5.335)    94.577     1,063.74
Cumulative Total Returns without/with chgs.                    12.47% A                            6.37% 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)       9.59756692     (0.104)     99.896       958.76
1-24-91     Contract Fee                      (1.00)      10.03104257     (0.100)     99.796     1,001.06
1-24-92     Contract Fee                      (1.00)      12.16171947     (0.082)     99.714     1,212.69
1-24-93     Contract Fee                      (1.00)      12.57661487     (0.080)     99.634     1,253.06
1-24-94     Contract Fee                      (1.00)      14.09886247     (0.071)     99.563     1,403.73
1-24-95     Contract Fee                      (1.00)      13.27759299     (0.075)     99.488     1,320.96
1-24-96     Contract Fee                      (1.00)      17.25393143     (0.058)     99.430     1,715.56
12-31-96    Value before Surr Chg                         19.35081369      0.000      99.430     1,924.05
12-31-96    Contract Fee                      (1.00)      19.35081369     (0.052)     99.379     1,923.05
12-31-96    Surrender Charge                   0.00       19.35081369      0.000      99.379     1,923.05
Cumulative Total Returns without/with chgs.                    93.51% A                            92.31% C
Avg. Annual Total Returns without/with chgs.                    8.67% B                             8.58% D

                                   HIGH INCOME
1-24-89     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
1-24-90     Contract Fee                      (1.00)       9.98265449     (0.100)     99.900       997.27
1-24-91     Contract Fee                      (1.00)       8.98103976     (0.111)     99.788       896.20
1-24-92     Contract Fee                      (1.00)      11.85616038     (0.084)     99.704     1,182.11
1-24-93     Contract Fee                      (1.00)      13.39874388     (0.075)     99.630     1,334.91
1-24-94     Contract Fee                      (1.00)      15.29126669     (0.065)     99.564     1,522.46
1-24-95     Contract Fee                      (1.00)      14.64571855     (0.068)     99.496     1,457.19
1-24-96     Contract Fee                      (1.00)      17.40215300     (0.057)     99.438     1,730.44
12-31-96    Value before Surr Chg                         19.23682686      0.000      99.438     1,912.88
12-31-96    Contract Fee                      (1.00)      19.23682686     (0.052)     99.386     1,911.88
12-31-96    Surrender Charge                   0.00       19.23682686      0.000      99.386     1,911.88
Cumulative Total Returns without/with chgs.                    92.37% A                            91.19% C
Avg. Annual Total Returns without/with chgs.                    8.59% B                             8.50% D

                                INCOME SECURITIES
1-24-89     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
1-24-90     Contract Fee                      (1.00)      10.70345941     (0.093)     99.907     1,069.35
1-24-91     Contract Fee                      (1.00)       9.93454622     (0.101)     99.806       991.53
1-24-92     Contract Fee                      (1.00)      13.99562082     (0.071)     99.734     1,395.85
1-24-93     Contract Fee                      (1.00)      15.30544228     (0.065)     99.669     1,525.48
1-24-94     Contract Fee                      (1.00)      17.64961404     (0.057)     99.612     1,758.12
1-24-95     Contract Fee                      (1.00)      16.27638185     (0.061)     99.551     1,620.33
1-24-96     Contract Fee                      (1.00)      20.08267334     (0.050)     99.501     1,998.25
12-31-96    Value before Surr Chg                         21.55369456      0.000      99.501     2,144.62
12-31-96    Contract Fee                      (1.00)      21.55369456     (0.046)     99.455     2,143.62
12-31-96    Surrender Charge                   0.00       21.55369456      0.000      99.455     2,143.62
Cumulative Total Returns without/with chgs.                   115.54% A                           114.36% C
Avg. Annual Total Returns without/with chgs.                   10.16% B                            10.07% D

                                  MONEY MARKET
1-24-89     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
1-24-90     Contract Fee                      (1.00)      10.67178511     (0.094)     99.906     1,066.18
1-24-91     Contract Fee                      (1.00)      11.31010498     (0.088)     99.818     1,128.95
1-24-92     Contract Fee                      (1.00)      11.72881708     (0.085)     99.733     1,169.75
1-24-93     Contract Fee                      (1.00)      11.90009827     (0.084)     99.649     1,185.83
1-24-94     Contract Fee                      (1.00)      12.02348344     (0.083)     99.565     1,197.12
1-24-95     Contract Fee                      (1.00)      12.32338409     (0.081)     99.484     1,225.98
1-24-96     Contract Fee                      (1.00)      12.84105599     (0.078)     99.406     1,276.48
12-31-96    Value before Surr Chg                         13.35923111      0.000      99.406     1,327.99
12-31-96    Contract Fee                      (1.00)      13.35923111     (0.075)     99.332     1,326.99
12-31-96    Surrender Charge                   0.00       13.35923111      0.000      99.332     1,326.99
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)      10.17920124     (0.098)     99.902     1,016.92
12-31-96    Value before Surr Chg                         10.17920124      0.000      99.902     1,016.92
12-31-96    Surrender Charge                 (60.00)      10.17920124     (5.894)     94.007       956.92
Cumulative Total Returns without/with chgs.                     1.79% A                            -4.31% 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)      10.32889538     (0.097)     99.903    1,031.89
12-31-96    Value before Surr Chg                         10.32889538      0.000      99.903    1,031.89
12-31-96    Surrender Charge                 (60.00)      10.32889538     (5.809)     94.094      971.89
Cumulative Total Returns without/with chgs.                     3.29% A                           -2.81% 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)      12.88562226     (0.078)     99.922    1,287.56
1-24-91     Contract Fee                      (1.00)       9.76834317     (0.102)     99.820      975.08
1-24-92     Contract Fee                      (1.00)      10.91292825     (0.092)     99.728    1,088.33
1-24-93     Contract Fee                      (1.00)       9.12197464     (0.110)     99.619      908.72
1-24-94     Contract Fee                      (1.00)      14.41516281     (0.069)     99.549    1,435.02
1-24-95     Contract Fee                      (1.00)      12.96347704     (0.077)     99.472    1,289.51
1-24-96     Contract Fee                      (1.00)      15.88612084     (0.063)     99.409    1,579.23
12-31-96    Value before Surr Chg                         14.36439436      0.000      99.409    1,427.95
12-31-96    Contract Fee                      (1.00)      14.36439436     (0.070)     99.340    1,426.95
12-31-96    Surrender Charge                   0.00       14.36439436      0.000      99.340    1,426.95
Cumulative Total Returns without/with chgs.                    43.64% A                           42.70% C
Avg. Annual Total Returns without/with chgs.                    4.67% B                            4.58% D

                             REAL ESTATE SECURITIES
1-24-89     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
1-24-90     Contract Fee                      (1.00)      10.13076509     (0.099)     99.901     1,012.08
1-24-91     Contract Fee                      (1.00)       9.36020172     (0.107)     99.794       934.10
1-24-92     Contract Fee                      (1.00)      12.25114822     (0.082)     99.713     1,221.60
1-24-93     Contract Fee                      (1.00)      13.49614031     (0.074)     99.639     1,344.74
1-24-94     Contract Fee                      (1.00)      15.30618064     (0.065)     99.573     1,524.09
1-24-95     Contract Fee                      (1.00)      14.92840438     (0.067)     99.506     1,485.47
1-24-96     Contract Fee                      (1.00)      18.04447622     (0.055)     99.451     1,794.54
12-31-96    Value before Surr Chg                         23.49916899      0.000      99.451     2,337.02
12-31-96    Contract Fee                      (1.00)      23.49916899     (0.043)     99.408     2,336.02
12-31-96    Surrender Charge                   0.00       23.49916899      0.000      99.408     2,336.02
Cumulative Total Returns without/with chgs.                   134.99% A                           133.60% C
Avg. Annual Total Returns without/with chgs.                   11.36% B                            11.28% D
 
                                RISING DIVIDENDS
1-27-92     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
1-27-93     Contract Fee                      (1.00)      10.68876950     (0.094)     99.906     1,067.88
1-27-94     Contract Fee                      (1.00)      10.36623339     (0.096)     99.810     1,034.65
1-27-95     Contract Fee                      (1.00)       9.94675745     (0.101)     99.709       991.79
1-27-96     Contract Fee                      (1.00)      12.48933274     (0.080)     99.629     1,244.30
12-31-96    Value before Surr Chg                         15.23536682      0.000      99.629     1,517.89
12-31-96    Contract Fee                      (1.00)      15.23536682     (0.066)     99.564     1,516.89
12-31-96    Surrender Charge                 (34.00)      15.23536682     (2.232)     97.332     1,482.89
Cumulative Total Returns without/with chgs.                    52.35% A                            48.29% C
Avg. Annual Total Returns without/with chgs.                    8.91% B                             8.32% D

                                    SMALL CAP
11-1-95     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
11-1-96     Contract Fee                      (1.00)      12.14713625     (0.082)     99.918     1,213.71
12-31-96    Value before Surr Chg                         12.89918829      0.000      99.918     1,288.86
12-31-96    Contract Fee                      (1.00)      12.89918829     (0.078)     99.840     1,287.86
12-31-96    Surrender Charge                 (51.00)      12.89918829     (3.954)     95.886     1,236.86
Cumulative Total Returns without/with chgs.                    28.99% A                            23.69% C
Avg. Annual Total Returns without/with chgs.                   24.37% B                            19.98% D

                       TEMPLETON DEVELOPING MARKETS EQUITY
3-15-94     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
3-15-95     Contract Fee                      (1.00)       8.62058630     (0.116)     99.884       861.06
3-15-96     Contract Fee                      (1.00)      10.27729571     (0.097)     99.787     1,025.54
12-31-96    Value before Surr Chg                         11.45833113      0.000      99.787     1,143.39
12-31-96    Contract Fee                      (1.00)      11.45833113     (0.087)     99.699     1,142.39
12-31-96    Surrender Charge                 (51.00)      11.45833113     (4.451)     95.249     1,091.39
Cumulative Total Returns without/with chgs.                    14.58% A                             9.14% C
Avg. Annual Total Returns without/with chgs.                    4.98% B                             3.17% D

                        TEMPLETON GLOBAL ASSET ALLOCATION
5-1-95      Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
5-1-96      Contract Fee                      (1.00)      11.24184599     (0.089)     99.911     1,123.18
12-31-96    Value before Surr Chg                         12.49492743      0.000      99.911     1,248.38
12-31-96    Contract Fee                      (1.00)      12.49492743     (0.080)     99.831     1,247.38
12-31-96    Surrender Charge                 (51.00)      12.49492743     (4.082)     95.749     1,196.38
Cumulative Total Returns without/with chgs.                    24.95% A                            19.64% C
Avg. Annual Total Returns without/with chgs.                   14.26% B                            11.33% D

                             TEMPLETON GLOBAL GROWTH
3-15-94     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
3-15-95     Contract Fee                      (1.00)      10.09452231     (0.099)     99.901     1,008.45
3-15-96     Contract Fee                      (1.00)      11.79417892     (0.085)     99.816     1,177.25
12-31-96    Value before Surr Chg                         13.52541005      0.000      99.816     1,350.05
12-31-96    Contract Fee                      (1.00)      13.52541005     (0.074)     99.742     1,349.05
12-31-96    Surrender Charge                 (51.00)      13.52541005     (3.771)     95.972     1,298.05
Cumulative Total Returns without/with chgs.                    35.25% A                            29.81% C
Avg. Annual Total Returns without/with chgs.                   11.39% B                             9.76% D

                       TEMPLETON GLOBAL INCOME SECURITIES
1-24-89     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
1-24-90     Contract Fee                      (1.00)      10.85157001     (0.092)     99.908     1,084.16
1-24-91     Contract Fee                      (1.00)      11.76337661     (0.085)     99.823     1,174.25
1-24-92     Contract Fee                      (1.00)      12.92541183     (0.077)     99.745     1,289.25
1-24-93     Contract Fee                      (1.00)      12.75002133     (0.078)     99.667     1,270.76
1-24-94     Contract Fee                      (1.00)      14.76765782     (0.068)     99.599     1,470.85
1-24-95     Contract Fee                      (1.00)      13.50498150     (0.074)     99.525     1,344.09
1-24-96     Contract Fee                      (1.00)      15.35232035     (0.065)     99.460     1,526.94
12-31-96    Value before Surr Chg                         16.66103106      0.000      99.460     1,657.11
12-31-96    Contract Fee                      (1.00)      16.66103106     (0.060)     99.400     1,656.11
12-31-96    Surrender Charge                   0.00       16.66103106      0.000      99.400     1,656.11
Cumulative Total Returns without/with chgs.                    66.61% A                            65.61% C
Avg. Annual Total Returns without/with chgs.                    6.64% B                             6.56% D

                         TEMPLETON INTERNATIONAL EQUITY
1-27-92     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
1-27-93     Contract Fee                      (1.00)       9.53509236     (0.105)     99.895       952.51
1-27-94     Contract Fee                      (1.00)      12.85431852     (0.078)     99.817     1,283.08
1-27-95     Contract Fee                      (1.00)      11.91221607     (0.084)     99.733     1,188.05
1-27-96     Contract Fee                      (1.00)      13.52801052     (0.074)     99.659     1,348.19
12-31-96    Value before Surr Chg                         16.01035857      0.000      99.659     1,595.58
12-31-96    Contract Fee                      (1.00)      16.01035857     (0.062)     99.597     1,594.58
12-31-96    Surrender Charge                 (34.00)      16.01035857     (2.124)     97.473     1,560.58
Cumulative Total Returns without/with chgs.                    60.10% A                            56.06% C
Avg. Annual Total Returns without/with chgs.                   10.01% B                             9.44% 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                         11.13849568       0.000    100.000     1,113.85
12-31-96    Contract Fee                      (1.00)      11.13849568      (0.090)    99.910     1,112.85
12-31-96    Surrender Charge                 (60.00)      11.13849568      (5.387)    94.523     1,052.85
Cumulative Total Returns without/with chgs.                    11.38% A                             5.28% 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)       9.91965141     (0.101)     99.899       990.97
1-27-94     Contract Fee                      (1.00)      14.07652865     (0.071)     99.828     1,405.23
1-27-95     Contract Fee                      (1.00)      11.91556247     (0.084)     99.744     1,188.51
1-27-96     Contract Fee                      (1.00)      14.44474860     (0.069)     99.675     1,439.78
12-31-96    Value before Surr Chg                         14.86560901      0.000      99.675     1,481.73
12-31-96    Contract Fee                      (1.00)      14.86560901     (0.067)     99.608     1,480.73
12-31-96    Surrender Charge                 (34.00)      14.86560901     (2.287)     97.321     1,446.73
Cumulative Total Returns without/with chgs.                    48.66% A                            44.67% C
Avg. Annual Total Returns without/with chgs.                    8.37% B                             7.78% D

                           U.S. GOVERNMENT SECURITIES
3-14-89     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
3-14-90     Contract Fee                      (1.00)      10.29864074     (0.097)     99.903     1,028.86
3-14-91     Contract Fee                      (1.00)      11.44148140     (0.087)     99.815     1,142.04
3-14-92     Contract Fee                      (1.00)      12.36677937     (0.081)     99.735     1,233.40
3-14-93     Contract Fee                      (1.00)      14.05074266     (0.071)     99.663     1,400.35
3-14-94     Contract Fee                      (1.00)      14.20297756     (0.070)     99.593     1,414.52
3-14-95     Contract Fee                      (1.00)      14.59412892     (0.069)     99.525     1,452.47
3-14-96     Contract Fee                      (1.00)      15.82460547     (0.063)     99.461     1,573.94
12-31-96    Value before Surr Chg                         16.53304452      0.000      99.461     1,644.40
12-31-96    Contract Fee                      (1.00)      16.53304452     (0.060)     99.401     1,643.40
12-31-96    Surrender Charge                   0.00       16.53304452      0.000      99.401     1,643.40
Cumulative Total Returns without/with chgs.                    65.33% A                            64.34% C
Avg. Annual Total Returns without/with chgs.                    6.65% B                             6.57% 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)      11.47363453     (0.087)     99.913     1,146.36
1-24-91     Contract Fee                      (1.00)      11.95102656     (0.084)     99.829     1,193.06
1-24-92     Contract Fee                      (1.00)      14.20139407     (0.070)     99.759     1,416.71
1-24-93     Contract Fee                      (1.00)      15.91822229     (0.063)     99.696     1,586.98
1-24-94     Contract Fee                      (1.00)      16.43119760     (0.061)     99.635     1,637.12
1-24-95     Contract Fee                      (1.00)      15.48692698     (0.065)     99.571     1,542.04
1-24-96     Contract Fee                      (1.00)      19.69346882     (0.051)     99.520     1,959.89
12-31-96    Value before Surr Chg                         20.52658248      0.000      99.520     2,042.80
12-31-96    Contract Fee                      (1.00)      20.52658248     (0.049)     99.471     2,041.80
12-31-96    Surrender Charge                   0.00       20.52658248      0.000      99.471     2,041.80
Cumulative Total Returns without/with chgs.                   105.27% A                           104.18% C
Avg. Annual Total Returns without/with chgs.                    9.48% B                             9.41% D

                               ZERO COUPON - 2000
3-14-89     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
3-14-90     Contract Fee                      (1.00)      10.37748201     (0.096)     99.904     1,036.75
3-14-91     Contract Fee                      (1.00)      11.49325260     (0.087)     99.817     1,147.22
3-14-92     Contract Fee                      (1.00)      12.63019476     (0.079)     99.737     1,259.70
3-14-93     Contract Fee                      (1.00)      15.48457708     (0.065)     99.673     1,543.39
3-14-94     Contract Fee                      (1.00)      15.97181577     (0.063)     99.610     1,590.96
3-14-95     Contract Fee                      (1.00)      16.16440029     (0.062)     99.548     1,609.14
3-14-96     Contract Fee                      (1.00)      17.74484226     (0.056)     99.492     1,765.47
12-31-96    Value before Surr Chg                         18.34477774      0.000      99.492     1,825.16
12-31-96    Contract Fee                      (1.00)      18.34477774     (0.055)     99.438     1,824.16
12-31-96    Surrender Charge                    0.00      18.34477774      0.000      99.438     1,824.16
Cumulative Total Returns without/with chgs.                    83.45% A                            82.42% C
Avg. Annual Total Returns without/with chgs.                    8.08% B                             8.01% D

                               ZERO COUPON - 2005
3-14-89     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
3-14-90     Contract Fee                      (1.00)      10.38882453     (0.096)     99.904     1,037.88
3-14-91     Contract Fee                      (1.00)      11.53456820     (0.087)     99.817     1,151.35
3-14-92     Contract Fee                      (1.00)      12.62819047     (0.079)     99.738     1,259.51
3-14-93     Contract Fee                      (1.00)      16.36793990     (0.061)     99.677     1,631.50
3-14-94     Contract Fee                      (1.00)      16.86182251     (0.059)     99.617     1,679.73
3-14-95     Contract Fee                      (1.00)      17.12592868     (0.058)     99.559     1,705.04
3-14-96     Contract Fee                      (1.00)      19.37651757     (0.052)     99.507     1,928.11
12-31-96    Value before Surr Chg                         20.37523353      0.000      99.507     2,027.49
12-31-96    Contract Fee                      (1.00)      20.37523353     (0.049)     99.458     2,026.49
12-31-96    Surrender Charge                   0.00       20.37523353      0.000      99.458     2,026.49
Cumulative Total Returns without/with chgs.                   103.75% A                           102.65% C
Avg. Annual Total Returns without/with chgs.                    9.55% B                             9.47% D

                               ZERO COUPON - 2010
3-14-89     Purchase                      $1,000.00      $10.00000000    100.000     100.000    $1,000.00
3-14-90     Contract Fee                      (1.00)      10.25922011     (0.097)     99.903     1,024.92
3-14-91     Contract Fee                      (1.00)      11.34740047     (0.088)     99.814     1,132.63
3-14-92     Contract Fee                      (1.00)      12.25923536     (0.082)     99.733     1,222.65
3-14-93     Contract Fee                      (1.00)      16.12714811     (0.062)     99.671     1,607.41
3-14-94     Contract Fee                      (1.00)      16.82866376     (0.059)     99.611     1,676.33
3-14-95     Contract Fee                      (1.00)      17.03620553     (0.059)     99.553     1,696.00
3-14-96     Contract Fee                      (1.00)      19.87163939     (0.050)     99.502     1,977.28
12-31-96    Value before Surr Chg                         21.37105221      0.000      99.502     2,126.47
12-31-96    Contract Fee                      (1.00)      21.37105221     (0.047)     99.456     2,125.47
12-31-96    Surrender Charge                   0.00       21.37105221      0.000      99.456     2,125.47
Cumulative Total Returns without/with chgs.                   113.71% A                           112.55% C
Avg. Annual Total Returns without/with chgs.                   10.22% B                            10.14% 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>


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