PREFERRED LIFE VARIABLE ACCOUNT C
485APOS, 1999-05-03
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                                                           File Nos.  33-26646
                                                                      811-5716
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    ( )
     Pre-Effective Amendment No.                                           ( )
     Post-Effective Amendment No.    16                                    (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            ( )
     Amendment No.    33                                                   (X)

                      (Check appropriate box or boxes.)

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

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


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

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

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

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

     It is proposed that this filing will become effective:

     ___  immediately  upon filing pursuant to paragraph (b) of Rule 485
     ___  on (Date) pursuant to paragraph (b) of Rule 485
     ___  60 days after filing  pursuant to  paragraph  (a)(1) of Rule 485
     _X_  on May 8, 1999 pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following:

       ___ this post-effective  amendment  designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Registered:

     Individual Deferred Variable Annuity Contracts


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

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

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

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

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

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

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 Individual Flexible
                                                   Payment Variable Annuity
                                                   Contract

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

Item 9.   Death Benefit..........................  Death Benefit                                                Provisions

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

Item 11.  Redemptions............................  Access to Your Money

Item 12.  Taxes..................................  Taxes

Item 13.  Legal Proceedings......................  Not Applicable

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

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

                                    PART C

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


                                    PART A


            THE FRANKLIN VALUEMARK II VARIABLE ANNUITY CONTRACT
                                    issued by
                        PREFERRED LIFE VARIABLE ACCOUNT C
                                       and
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
- -------------------------------------------------------------------------------
This prospectus  describes the Franklin  Valuemark II Variable Annuity Contract,
with a Fixed Account  (Contract)  offered by Preferred Life Insurance Company of
New York  (Preferred  Life).  All  references  to "we," "us" and "our"  refer to
Preferred Life.

The  Contract  has 25  Variable  Options,  each of which  invests  in one of the
Portfolios of Franklin  Valuemark  Funds listed below,  and the Fixed Account of
Preferred  Life. You can select up to 10 investment  choices for your additional
Purchase  Payments  (which  includes any of the  Variable  Options and the Fixed
Account).

FRANKLIN VALUEMARK FUNDS:

PORTFOLIO SEEKING CAPITAL
PRESERVATION AND INCOME
Money Market Fund

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

PORTFOLIOS SEEKING
GROWTH AND INCOME
Global Utilities Securities Fund
Growth and Income Fund
Income Securities Fund
Mutual Shares Securities Fund
Real Estate Securities Fund
Rising Dividends Fund
Templeton Global Asset Allocation Fund
Value Securities Fund

PORTFOLIOS  SEEKING  CAPITAL  GROWTH  
Capital  Growth  Fund  
Global  Health Care Securities Fund 
Mutual Discovery  Securities Fund 
Natural  Resources  Securities Fund 
Small Cap Fund 
Templeton  Developing  Markets Equity Fund 
Templeton  Global Growth Fund 
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund

Please read this prospectus  before investing and keep it for future  reference.
It contains  important  information  about the  Franklin  Valuemark  II Variable
Annuity Contract with a Fixed Account.

To learn more about the Contract  offered by this  prospectus,  you can obtain a
copy of the Statement of Additional Information (SAI) dated May 1, 1999. The SAI
has been filed with the Securities and Exchange  Commission (SEC) and is legally
a part of this  prospectus.  The Table of  Contents  of the SAI is on page 22 of
this prospectus. The SEC maintains a Web site (http://www.sec.gov) that contains
the  SAI,  material  incorporated  by  reference  and  other  information  about
companies  that file  electronically  with the SEC.  For a free copy of the SAI,
call us at (800) 542-5427 or write us at:
152 West 57th Street, New York, NY 10019.

The Franklin Valuemark II Variable Annuity Contracts:

o are not bank deposits

o are not federally insured

o are not endorsed by any bank or government agency

o are not guaranteed and may be subject to loss of principal

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or  determined  if this  prospectus  is  accurate or  complete.  Any
representation to the contrary is a criminal offense.

This prospectus is not an offering of the securities in any state,  country,  or
jurisdiction  in which we are not authorized to sell the  Contracts.  You should
rely  only  on the  information  contained  in this  prospectus  or that we have
referred you to. We have not authorized  anyone to provide you with  information
that is different.

Dated: May 1, 1999

<PAGE>
TABLE OF CONTENTS

Index of Terms                                      3


Summary                                             4


Fee Table                                           7


The Franklin Valuemark II
Variable Annuity Contract                          11
Contract Owner                                     11
Contingent Owner                                   11
Annuitant 11
Beneficiary                                        11
Assignment                                         12

Annuity Payments (The Payout Phase)                12
Annuity Options                                    12

Purchase                                           13
Purchase Payments                                  13
Automatic Investment Plan                          13
Allocation of Purchase Payments                    13
Accumulation Units                                 13

Investment Options                                 14
Transfers                                          14
 Telephone Transfers                               15
Dollar Cost Averaging Program                      15
Flexible Rebalancing                               15
Voting Privileges                                  16
Substitution                                       16

Expenses                                           16
Insurance Charges                                  16
 Mortality and Expense Risk Charge                 16
 Administrative Expense Charge                     16
Contract Maintenance Charge                        16
Contingent Deferred Sales Charge                   16
 Reduction or Elimination of the
  Contingent Deferred Sales Charge                 17
Transfer Fee                                       17
Income Taxes                                       17
Portfolio Expenses                                 17

Taxes                                              17
Annuity Contracts in General                       18
Qualified and Non-Qualified Contracts              18
Multiple Contracts                                 18
Withdrawals - Non-Qualified Contracts              18
Withdrawals - Qualified Contracts                  18
Withdrawals - Tax-Sheltered Annuities              18
Diversification                                    19

Access to Your Money                               19
Systematic Withdrawal Program                      19
Minimum Distribution Program                       19
Suspension of Payments or Transfers                20

Performance                                        20

Death Benefit                                      20
Death of Contract Owner                            20
Death of Annuitant                                 21

Other Information                                  21
Preferred Life                                     21
Year 2000 21
The Separate Account                               22
Distribution                                       22
Administration                                     22
Financial Statements                               22

Table of Contents of the
Statement of Additional
Information                                        22

Appendix                                           23
<PAGE>
INDEX OF TERMS

This prospectus is written in plain English.  However,  there are some technical
terms used which are capitalized in the  prospectus.  The page that is indicated
below is where you will find the definition for the word or term

Accumulation Phase                                   11

Accumulation Unit                                    13

Annuitant                                            11

Annuity Options                                      12

Annuity Payments                                     12

Annuity Unit                                         13

Beneficiary                                          11

Contract                                             11

Contract Owner                                       11

Contingent Owner                                     11

Fixed Account                                        11

Income Date                                          12

Non-Qualified                                        18

Payout Phase                                         12

Portfolios                                           14

Purchase Payment                                     13

Qualified                                            18

Tax Deferral                                         18

Variable Option                                      11

<PAGE>
SUMMARY
- --------------------------------------------------------------------------------


The  sections in the summary  correspond  to sections in this  prospectus  which
discuss the topics in more detail.

THE FRANKLIN VALUEMARK II
VARIABLE ANNUITY CONTRACT

The Franklin Valuemark II variable annuity contract offered by Preferred Life is
a contract  between you, the owner and Preferred Life. The Contract is no longer
offered for sale.  However,  you can make additional  Purchase  Payments to your
Contract.

The Contract  provides a means for  investing  on a  tax-deferred  basis.  It is
intended for retirement  savings or other  long-term  investment  purposes.  The
Contract provides for a death benefit and guaranteed annuity income options.

The Contract has 25 Variable  Options,  each of which  invests in a Portfolio of
Franklin  Valuemark Funds, and a Fixed Account of Preferred Life. The Portfolios
are  managed  by  Franklin  Advisers,   Inc.  and  its  Templeton  and  Franklin
affiliates.  Depending upon market conditions, you can make or lose money in the
Contract based on the  Portfolios'  investment  performance.  The Portfolios are
designed to offer you a better return than the Fixed Account,  however,  this is
not guaranteed.  The Fixed Account offers an interest rate that is guaranteed by
Preferred Life for a year at a time.

Currently,  you can put  your  money  in up to 10  investment  choices  for your
additional  Purchase Payments (which includes any of the 25 Variable Options and
the Preferred  Life Fixed  Account).  Preferred  Life has the right to limit the
number of  Variable  Options  which you may invest in at any one time (now or in
the future).

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  portfolio(s)  you select 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  withdrawal.  The payout phase
occurs when you begin receiving regular payments from your Contract.


ANNUITY PAYMENTS (THE PAYOUT PHASE)


You can receive monthly annuity  payments from your Contract by selecting one of
the Annuity Options we offer. Once you begin receiving regular Annuity Payments,
you cannot change your Annuity Option or surrender your Contract.

During the payout phase, you may select from the Variable  Options  available or
the Fixed Account for your investment choices.  You may elect to receive Annuity
Payments as a variable payout or a fixed payout.  If you choose to have any part
of your payments  based on Portfolio  performance  (i.e.,  variable  payout) the
dollar  amount of your  Annuity  Payments  may go up or down,  depending  on the
investment performance of the Portfolios you choose.

PURCHASE

You can add $250 ($100 if you select the automatic  investment plan) or more for
additional  Purchase  Payments  any time  during the  Accumulation  Phase.  This
product is not appropriate for market timers.

o Automatic  Investment Plan - You can  automatically  add to your Contract on a
monthly  or  quarterly  basis  for  as  little  as  $100.  You  can do  this  by
electronically transferring money from your savings or checking account.

INVESTMENT OPTIONS

You may select the  Preferred  Life Fixed  Account  and/or the Variable  Options
which invest in Class 1 shares of the Portfolios Franklin Valuemark Funds listed
below.  Franklin  Valuemark Funds has two classes of shares. You may only invest
in Class 1 shares with the Contract.

FRANKLIN VALUEMARK FUNDS:

PORTFOLIO SEEKING CAPITAL
PRESERVATION AND INCOME:
Money Market Fund

PORTFOLIOS SEEKING INCOME:
High Income Fund
Templeton Global Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Funds - 2000, 2005 and 2010

PORTFOLIOS SEEKING GROWTH AND INCOME:

Global Utilities Securities Fund
Growth and Income Fund
Income Securities Fund
Mutual Shares Securities Fund
Real Estate Securities Fund
Rising Dividends Fund
Templeton Global Asset Allocation Fund
Value Securities Fund

PORTFOLIOS SEEKING CAPITAL GROWTH:
Capital Growth Fund
Global Health Care Securities Fund
Mutual Discovery Securities Fund
Natural Resources Securities Fund
Small Cap Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund

You can make or lose money based on the Portfolios' performance.

EXPENSES

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

o The mortality and expense risk charge is equal,  on an annual basis,  to 1.25%
total of the average  daily value of your  Contract  allocated  to the  Variable
Options.

o The administrative  expense charge is equal, on an annual basis, to.15% of the
average  daily  value  of  your  Contract  allocated  to the  Variable  Options.
Together,   we  refer  to  the   mortality  and  expense  risk  charge  and  the
administrative expense charge as the insurance charges.

o During the  Accumulation  Phase,  each year  Preferred Life also deducts a $30
contract maintenance charge from your Contract.  Preferred Life currently waives
this  charge  if the  value of your  Contract  or your  Purchase  Payments  less
withdrawals  is at least  $100,000.  Currently,  Preferred  Life also waives the
charge during the Payout Phase if your  Contract  value at the Income Date is at
least $100,000.

o There are also annual Portfolio operating expenses,  which vary depending upon
the  Portfolio(s)  you select.  These  expenses  range from .49% to 1.41% of the
average daily value of the Portfolios' Class 1 shares.

o You can transfer between  investment  choices up to 12 times a year during the
Accumulation Phase without charge.  After 12 transfers,  the charge is $25 or 2%
of the amount  transferred,  whichever is less.  All transfers  after the Income
Date  are  subject  to a  transfer  fee.  Market  timing  transfers  may  not be
permitted.

o If you  make a  withdrawal  from the  Contract,  Preferred  Life may  assess a
contingent deferred sales charge (withdrawal  charge).  The amount of the charge
depends  upon the  length of time  since you made your  Purchase  Payment.  Each
Purchase Payment you add to your Contract has its own 5 year contingent deferred
sales charge period. The charge is:

                                      Charge
         Years since             (as a percentage
      Purchase Payment         of Purchase Payments)
   ----------------------------------------------------
             0-1                         5%
             1-2                         5%
             2-3                         4%
             3-4                         3%
             4-5                        1.5%
              5+                         0%

Once each Contract year,  you can make a partial  withdrawal of up to 15% of the
Purchase  Payments you have made, less any prior  withdrawals and Preferred Life
will not deduct  the  contingent  deferred  sales  charge.  If you do not make a
withdrawal in a Contract year, you may take that 15% in future years.

TAXES

You do not have to pay taxes on any earnings  until you withdraw money from your
Contract.  In most cases, if you make a withdrawal,  earnings come out first and
are taxed as income.  If you are younger than 591/2 when you make a  withdrawal,
you may be charged a 10% federal tax penalty on the taxable  amounts  withdrawn.
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.

ACCESS TO YOUR MONEY

You may make a withdrawal  at any time during the  Accumulation  Phase.  You may
request a  withdrawal  or elect the  Systematic  Withdrawal  Program  or Minimum
Distribution  Program which is briefly described below. Of course,  you may also
have to pay  income  tax and a tax  penalty  on any  money  you  take out of the
Contract.

o 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 tax  penalties and income taxes on the money you
receive.

o 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 for IRAs (generally after age 701/2).

PERFORMANCE

The value of the Contract will vary up or down depending upon the performance of
the  Portfolio(s)  you choose.  From time to time,  Preferred Life may advertise
performance. The SAI contains performance information. Past performance is not a
guarantee of future results.

DEATH BENEFIT

If you die during the  Accumulation  Phase, the person you have selected as your
Beneficiary will receive a death benefit.

OTHER INFORMATION

No Probate. In most cases, when you die, your Beneficiary will receive the death
benefit without going through probate.

Additional Features:

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

o Dollar Cost  Averaging  Program - You can arrange to have a regular  amount of
money  automatically  transferred  from selected  Variable  Options or the Fixed
Account to other Variable Options each month or each quarter. 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.

o  Flexible  Rebalancing  -  Preferred  Life will  automatically  readjust  your
Contract value among the Variable  Options that you have chosen to maintain your
specified allocation mix. This can be done quarterly, semi-annually or annually.

These features may not be suitable for your particular situation.


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


<PAGE>


FEE TABLE

The purpose of this Fee Table is to help you  understand the costs of investing,
directly or indirectly,  in the Contract.  It reflects  expenses of the Separate
Account as well as the Portfolios.

CONTRACT OWNER TRANSACTION FEES

Contingent Deferred Sales Charge*
(as a percentage of Purchase Payments)

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

Transfer  Fee** First 12  transfers in a Contract  year during the  Accumulation
Phase 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                    1.25%

Administrative Expense Charge                         .15%
                                                 ---------------

Total Separate Account Annual Expenses               1.40%

*Once each Contract year, you may make a partial  withdrawal of up to 15% of the
Purchase Payments you have made (less prior withdrawals) and Preferred Life will
not assess a contingent  deferred sales charge.  If you do not make a withdrawal
in a Contract year,  you may take that 15% in future years.  See "Access to Your
Money" for additional  options.  

**The  Contract  provides that if more than three  transfers have been made in a
Contract year,  Preferred Life may deduct a transfer fee.  Currently,  Preferred
Life  permits you to make 12 free  transfers  each year during the  Accumulation
Phase.  All  transfers  during the Payout  Phase are subject to a transfer  fee.
Market timing transfers may not be permitted.

***During  the  Accumulation  Phase,  the  charge is waived if the value of your
Contract or the Purchase  Payments you have made (less  withdrawals) is at least
$100,000.  Currently,  the charge is also waived  during the Payout Phase if the
value of your Contract at the Income Date is at least $100,000.


<PAGE>
<TABLE>
<CAPTION>
FRANKLIN VALUEMARK FUNDS' ANNUAL EXPENSES: CLASS 1 SHARES

(as a percentage of Franklin Valuemark Funds' average net assets)

The Management and Portfolio  Administration  Fees and Total Annual  Expenses for each Portfolio are based on a percentage of that
Portfolio's  average  net assets for the most recent  fiscal  year.  See the  prospectus  for  Franklin  Valuemark  Funds for more
information.

                                                         Management                                         Total
                                                        and Portfolio                                      Annual
                                                    Administration Fees1        Other Expenses            Expenses
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                      <C>                     <C> 
Capital Growth Fund                                         .75%                     .02%                    .77%

Global Health Care Securities Fund2                         .75%                     .09%                    .84%

Global Utilities Securities Fund                            .47%                     .03%                    .50%

Growth and Income Fund                                      .47%                     .02%                    .49%

High Income Fund                                            .50%                     .03%                    .53%

Income Securities Fund                                      .47%                     .02%                    .49%

Money Market Fund                                           .51%                     .02%                    .53%

Mutual Discovery Securities Fund                            .95%                     .05%                   1.00%

Mutual Shares Securities Fund                               .74%                     .03%                    .77%

Natural Resources Securities Fund                           .62%                     .02%                    .64%

Real Estate Securities Fund                                 .52%                     .02%                    .54%

Rising Dividends Fund                                       .70%                     .02%                    .72%

Small Cap Fund                                              .75%                     .02%                    .77%

Templeton Developing Markets Equity Fund                   1.25%                     .16%                   1.41%

Templeton Global Asset Allocation Fund                      .80%                     .04%                    .84%

Templeton Global Growth Fund                                .83%                     .05%                    .88%

Templeton Global Income Securities Fund                     .57%                     .06%                    .63%

Templeton International Equity Fund                         .80%                     .08%                    .88%

Templeton International Smaller Companies Fund             1.00%                     .10%                   1.10%

Templeton Pacific Growth Fund                               .99%                     .11%                   1.10%

U.S. Government Securities Fund                             .48%                     .02%                    .50%

Value Securities Fund2                                      .75%                     .08%                    .83%

Zero Coupon Fund - 2000                                     .63%                     .03%                    .66%

Zero Coupon Fund - 2005                                     .63%                     .03%                    .66%

Zero Coupon Fund - 2010                                     .62%                     .04%                    .66%
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1. The  Portfolio  Administration  Fee is a direct  expense  for the Global  Health Care  Securities  Fund,  the Mutual  Discovery
Securities  Fund, the Mutual Shares  Securities  Fund, the Templeton  Global Asset  Allocation  Fund, the Templeton  International
Smaller Companies Fund, and the Value Securities Fund. Other Portfolios pay for similar services indirectly through the Management
Fee. See the Franklin Valuemark Funds prospectus for further information regarding these fees.

2. The Global Health Care Securities Fund and the Value Securities Fund commenced operations May 1, 1998. The expenses shown above
for these Portfolios are therefore estimated for 1999. EXAMPLES
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

o The $30 contract  maintenance  charge is included in the examples as a prorated charge of $1. Since the average Contract size is
greater than $1,000, the contract maintenance charge is reduced accordingly.

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

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

                                                        1 Year           3 Years           5 Years         10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>              <C>              <C> 
Capital Growth Fund                                       $66              $93              $125             $260

Global Health Care Securities Fund*                       $66              $95              $129             $267

Global Utilities Securities Fund                          $63              $85              $111             $232

Growth and Income Fund                                    $63              $84              $111             $231

High Income Fund                                          $63              $86              $113             $235

Income Securities Fund                                    $63              $84              $111             $231

Money Market Fund                                         $63              $86              $113             $235

Mutual Discovery Securities Fund                          $68             $100              $137             $284

Mutual Shares Securities Fund                             $66              $93              $125             $260

Natural Resources Securities Fund                         $64              $89              $119             $247

Real Estate Securities Fund                               $63              $86              $113             $236

Rising Dividends Fund                                     $65              $91              $123             $255

Small Cap Fund                                            $66              $93              $125             $260

Templeton Developing Markets Equity Fund                  $72             $112              $157             $324

Templeton Global Asset Allocation Fund                    $66              $95              $129             $267

Templeton Global Growth Fund                              $67              $96              $131             $272

Templeton Global Income Securities Fund                   $64              $89              $118             $246

Templeton International Equity Fund                       $67              $96              $131             $272

Templeton International Smaller Companies Fund            $69             $103              $142             $294

Templeton Pacific Growth Fund                             $69             $103              $142             $294

U.S Government Securities Fund                            $63              $85              $111             $232

Value Securities Fund*                                    $66              $95              $128             $266

Zero Coupon Fund -2000                                    $64              $90              $120             $249

Zero Coupon Fund -2005                                    $64              $90              $120             $249

Zero Coupon Fund -2010                                    $64              $90              $120             $249
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

You would pay the  following  expenses on a $1,000  investment,  assuming a 5% annual return on your money if you do not surrender
your Contract or if you apply the Contract value to an Annuity Option:

                                                        1 Year           3 Years           5 Years         10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>              <C>              <C> 
Capital Growth Fund                                       $23              $71              $121             $260

Global Health Care Securities Fund*                       $24              $73              $125             $267

Global Utilities Securities Fund                          $20              $63              $108             $232

Growth and Income Fund                                    $20              $62              $107             $231

High Income Fund                                          $21              $64              $109             $235

Income Securities Fund                                    $20              $62              $107             $231

Money Market Fund                                         $21              $64              $109             $235

Mutual Discovery Securities Fund                          $25              $78              $133             $284

Mutual Shares Securities Fund                             $23              $71              $121             $260

Natural Resources Securities Fund                         $22              $67              $115             $247

Real Estate Securities Fund                               $21              $64              $110             $236

Rising Dividends Fund                                     $23              $69              $119             $255

Small Cap Fund                                            $23              $71              $121             $260

Templeton Developing Markets Equity Fund                  $29              $90              $153             $324

Templeton Global Asset Allocation Fund                    $24              $73              $125             $267

Templeton Global Growth Fund                              $24              $74              $127             $272

Templeton Global Income Securities Fund                   $22              $67              $114             $246

Templeton International Equity Fund                       $24              $74              $127             $272

Templeton International Smaller Companies Fund            $26              $81              $138             $294

Templeton Pacific Growth Fund                             $26              $81              $138             $294

U.S. Government Securities Fund                           $20              $63              $108             $232

Value Securities Fund*                                    $24              $73              $124             $266

Zero Coupon Fund -2000                                    $22              $68              $116             $249

Zero Coupon Fund -2005                                    $22              $68              $116             $249

Zero Coupon Fund - 2010                                   $22              $68              $116             $249

<FN>
*Estimated
</FN>
</TABLE>


See the Appendix for Accumulation Unit values (Condensed Financial Information).

<PAGE>

THE FRANKLIN VALUEMARK II
VARIABLE ANNUITY CONTRACT

This prospectus  describes the Franklin  Valuemark II flexible  payment variable
deferred annuity contract,  with a Fixed Account,  issued by Preferred Life. The
Contract  is no  longer  offered  for  sale.  However,  you may make  additional
Purchase Payments to your Contract.

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. The Annuity
Payments must begin on a designated date that is at least 5 years after we issue
your  Contract.  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 any earnings or  appreciation  on the assets in your Contract until you
take money out of your Contract.

You have 26 investment choices - the 25 Variable Options,  each of which invests
in one of the Portfolios of Franklin  Valuemark  Funds, and the Fixed Account of
Preferred Life. The Contract is called a variable annuity because you can choose
among 25 Variable Options and, depending upon market conditions, you can make or
lose money in the Contract based on the investment performance of the Portfolios
of Franklin  Valuemark  Funds.  The  Portfolios  are  designed to offer a better
return than the Fixed Account.  However,  this is not guaranteed.  If you select
the variable annuity portion of your 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 Portfolio(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 Portfolios you select for the Payout Phase.

The Contract also contains a Fixed Account. The Fixed Account offers an interest
rate that is guaranteed by Preferred  Life for all deposits made within a twelve
month period.  Your initial  interest rate is set on the date when your money is
invested  in the Fixed  Account  and  remains  effective  for one year.  Initial
interest rates are declared monthly. 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.  Preferred Life may change the terms of the Fixed Account in the
future - please contact Preferred Life for the most current terms. 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 or  Contingent  Owners at any time.  A request  for
change must be:

o in writing,

o received by Preferred Life at its Valuemark Service Center.

After Preferred Life records the change, it will become effective as of the date
the written  request is signed.  A new  designation  of Contract  Owner will not
apply to any payment made or action taken by Preferred  Life before the time the
change was received.  This may be a taxable event.  You should consult with your
tax adviser before doing this.

CONTINGENT OWNER

You can name a Contingent Owner. Any Contingent Owner must be your spouse.

If a Contingent Owner is named,  upon the death of the Contract Owner before the
Income Date, the Contingent  Owner, if any,  becomes the designated  Beneficiary
and we will treat any other Beneficiary named as a contingent Beneficiary unless
you indicate otherwise.

ANNUITANT

The Annuitant is the natural person on whose life we base Annuity Payments.  You
name an Annuitant. Joint Annuitants are allowed during the Payout Phase. 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).  The Annuitant has no
rights or privileges prior to the Income Date.

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.  Upon the death of the
Contract Owner, the Contingent Owner will be the designated  Beneficiary and any
other Beneficiary named will be treated as a contingent Beneficiary,  unless you
indicate otherwise.

ASSIGNMENT

You can  transfer  ownership  of (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,  you may be unable to
assign the Contract.


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 five years  after you buy the  Contract.  The Income  Date cannot be
later than the month  following the  Annuitant's  85th birthday or 10 years from
the day we issue your  Contract,  if later.  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. The
Annuitant will receive the Annuity  Payments.  You will receive tax reporting on
those payments.

Depending  on the  Annuity  Option you  select,  you may elect to  receive  your
Annuity Payments as a variable payout or a fixed payout.  Annuity Payments under
Annuity  Options 1 and 2 are available as fixed payouts only.  Annuity  Payments
under Annuity Options 3, 4 and 5 are available as variable payouts only. Under a
fixed payout,  all of the Annuity Payments will be the same dollar amount (equal
installments).  If you  choose  a  variable  payout,  you can  select  from  the
available  Variable  Options.  If you 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 Variable  Option(s),  the dollar  amount of your
payments will depend upon:

1) the value of your Contract in the Variable Option(s) on the Income Date;

2) the 5% assumed  investment  rate used in the annuity  table for the  Contract
(other assumed investment rates may be available);

3) the performance of the Variable Option(s) you selected; and

4) the Annuity Option you select.

If the actual  performance of the Variable Option(s) you selected exceeds the 5%
assumed investment rate, your Annuity Payments will increase.  Similarly, if the
actual performance is less than 5%, your Annuity Payments will decrease.

ANNUITY OPTIONS

Instead  of having  the  proceeds  paid in one sum,  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.  The Annuity Option must be selected at least 30 days
prior to the Income Date.

OPTION 1. LIFE  ANNUITY  WITH  GUARANTEE  FOR MINIMUM  PERIOD.  Under this fixed
annuity option,  we will make equal monthly Annuity Payments during the lifetime
of the  Annuitant  but at least for the minimum  period.  If, when the Annuitant
dies,  we have  made  Annuity  Payments  for less than the  selected  guaranteed
period, we will pay the discounted value of the remaining guaranteed payments in
a single lump sum.

OPTION 2. LIFE ANNUITY WITH CASH REFUND.  Under this fixed  annuity  option,  we
will make equal monthly Annuity  Payments during the Annuitant's  lifetime.  The
last Annuity  Payment will be made before the Annuitant dies and if the value of
the Annuity  Payments we have made is less than the value applied to the Annuity
Option, then you will receive a cash refund as set forth in your Contract.

OPTION 3. LIFE ANNUITY. Under this variable annuity option, we will make monthly
Annuity Payments so long as the Annuitant is alive. After the Annuitant dies, we
stop making Annuity Payments.

OPTION 4. LIFE  ANNUITY  WITH 10 YEAR  GUARANTEE.  Under this  variable  annuity
option,  we will make monthly Annuity Payments during the Annuitant's  lifetime.
However,  if the Annuitant dies before the end of the 10 year guaranteed period,
we will continue to make Annuity Payments for the rest of the 10 year guaranteed
period.

OPTION 5. JOINT AND LAST SURVIVOR  ANNUITY.  Under this variable annuity 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 monthly Annuity Payments will end when the last
surviving Annuitant dies.


PURCHASE
- --------------------------------------------------------------------------------

PURCHASE PAYMENTS

A  Purchase  Payment  is the money  you  invest  in the  Contract.  You can make
additional  Purchase  Payments  of $250 or more  (or as low as $100 if you  have
selected  the  Automatic  Investment  Plan).  Preferred  Life  may,  at its sole
discretion,  waive  the  minimum  payment  requirements.  We will not  waive the
minimum  amounts for  Qualified  Contracts.  We reserve the right to decline any
Purchase  Payments  where we  determine  that the ages of  and/or  relationships
between the Contract Owner,  Annuitant and/or  Beneficiary make it inappropriate
to issue the Contract.

This product is not designed for professional market timing organizations, other
entities, or persons using programmed, large or frequent transfers.

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 monies 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

We ask  that you  allocate  your  money in  either  whole  percentages  or round
dollars.  Transfers do not change the allocation  instructions for payments. 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. You may change the  allocation of future  payments  without
fee,  penalty or other charge upon written notice or telephone  instructions  to
the Valuemark  Service Center. A change will be effective for payments  received
on or after we receive your notice or instructions.  Preferred Life reserves the
right to limit the  number of  Variable  Options  that you may  invest in at one
time.  Currently,  you may invest in up to 10 investment choices (which includes
any of the 25 Variable Options which invest in a Portfolio of Franklin Valuemark
Funds and the Preferred Life Fixed Account). We may change this in the future.

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.

ACCUMULATION UNITS

The value of the portion of your Contract allocated to the Variable Options will
go up or down based upon the investment  performance  of the Variable  Option(s)
you choose.  The value of your  Contract will also depend on the expenses of the
Contract.  In  order  to keep  track of the  value  of your  Contract,  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 for each
Variable Option. We do this by:

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

2.  subtracting  from that amount the  mortality and expense risk charge and the
administrative  expense  charge  and any  other  charges  such as  taxes we have
deducted; and

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

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 Variable Option.
The number of  Accumulation  Units we credit your Contract with is determined by
dividing the amount of the Purchase  Payment  allocated to a Variable  Option by
the value of the corresponding Accumulation Unit.

We  calculate  the value of each  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.


INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

The  Contract  offers  Variable  Options  which  invest  in Class 1 shares of 25
Portfolios of Franklin Valuemark Funds. The Contract also offers a Fixed Account
of Preferred Life. Additional Portfolios may be available in the future.

You should read the Franklin  Valuemark Funds  prospectus  (which is attached to
this prospectus) carefully before investing.

Franklin  Valuemark  Funds (Trust) is the mutual fund  underlying your Contract.
Each Portfolio has its own investment objective. The Trust issues two classes of
shares which are described in the attached Trust prospectus. Only Class 1 shares
are available  with your  Contract.  Investment  managers for each Portfolio are
listed in the table  below and are as follows:  Franklin  Advisers,  Inc.  (FA),
Franklin Advisory Services,  Inc. (FAS),  Franklin Mutual Advisers,  Inc. (FMA),
Templeton Asset Management Ltd. (TAM),  Templeton Global Advisors Limited (TGA),
and Templeton Investment Counsel, Inc. (TIC). Certain managers have retained one
or more affiliated subadvisers to help them manage the Portfolios.


The following is a list of the Portfolios available under the Contract:

                                               Investment
Available Portfolios                            Managers
- --------------------------------------------------------------------------------
PORTFOLIO SEEKING
CAPITAL PRESERVATION AND INCOME
Money Market Fund                                   FA

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

PORTFOLIOS SEEKING GROWTH AND INCOME
Global Utilities Securities Fund                   FA
Growth and Income Fund                             FA
Income Securities Fund                             FA
Mutual Shares Securities Fund                      FMA
Real Estate Securities Fund                        FA
Rising Dividends Fund                              FAS
Templeton Global Asset Allocation Fund             TGA
Value Securities Fund                              FAS

PORTFOLIOS SEEKING CAPITAL GROWTH
Capital Growth Fund                                FA
Global Health Care Securities Fund                 FA
Mutual Discovery Securities Fund                   FMA
Natural Resources Securities Fund                  FA
Small Cap Fund                                     FA
Templeton Developing Markets Equity Fund           TAM
Templeton Global Growth Fund                       TGA
Templeton International Equity Fund                FA
Templeton International Smaller Companies Fund     TIC
Templeton Pacific Growth Fund                      FA

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

TRANSFERS

You can transfer  money among the 25 Variable  Options and/or the Fixed Account.
Preferred  Life  currently  allows you to make as many  transfers as you want to
each year. However,  this product is not designed for professional market timing
organizations or other persons using programmed,  large, or frequent  transfers.
Such activity may be disruptive to a Portfolio.

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  during  the  Accumulation  Phase.  We  measure  a year from the
anniversary of the day we issued your  Contract.  Preferred Life charges for all
transfers you make after the Income Date. You can make a transfer to or from the
Fixed account and to or from the any Variable Option.  After the Income Date, if
you selected a variable payout, you can make transfers.

The following applies to any transfer:

1. The minimum amount which you can transfer is the lesser of:  $1,000,  or your
entire value in the Variable Option or the Fixed Account.

2. You cannot make a partial  transfer if the value  remaining  in the  Variable
Option or the Fixed Account would be less than $1,000.

3. Your request for a transfer  must clearly state which  Variable  Option(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.

Telephone Transfers
You can make transfers by telephone.  We may allow you to authorize someone else
to make  transfers  by  telephone  on  your  behalf.  Preferred  Life  will  use
reasonable  procedures to confirm that instructions given to us by telephone are
genuine.  If we do not use such procedures,  we may be liable for any losses due
to unauthorized or fraudulent instructions.
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 Variable  Option or the Fixed
Account to up to eight of the other Variable Options. The Variable Option(s) you
transfer from may not be the Variable Option(s) you transfer to in this program.
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.

There are two Dollar Cost Averaging options. The first option is the Dollar Cost
Averaging  Fixed Option.  It is available for  additional  Purchase  Payments to
existing  Contracts.  You will receive a special fixed rate  guaranteed  for one
year by Preferred Life. Dollar cost averaging will take place over twelve months
from the DCA fixed account into the target Variable  Option of your choice.  The
required minimum investment is $6,000.

The second option is the Standard  Dollar Cost Averaging  Option.  It requires a
$3,000  minimum  investment  and  participation  for at least six months (or two
quarters).

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. You may elect either program by properly  completing
the Dollar Cost Averaging form provided by Preferred Life.

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 Variable  Option(s) or the 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); or

(4) the Contract is terminated.

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 Variable  Options may
cause your chosen allocation to shift.  Flexible Rebalancing is designed to help
you maintain your specified allocation mix among the different Variable Options.
You can direct us to readjust your Contract value on a quarterly, semi-annual or
annual basis to return to your original  Variable Option  allocations.  Flexible
Rebalancing transfers are done on calendar quarters only and 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. We must  receive a request to
participate  in the program by the 8th of the month for Flexible  Rebalancing to
begin that month. 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  Trust's  Class 1  Portfolio  shares.
However,  when a Portfolio  solicits  proxies in conjunction  with a shareholder
vote which  affects  your  investment,  Preferred  Life will obtain from you and
other affected 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 substitute one of the Variable Options you have selected with
another Variable Option.  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.


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 expense charge.

Mortality and Expense Risk Charge.  This charge is equal, on an annual basis, to
1.25% of the average daily value of the Contract  invested in a Variable Option,
after  the  deduction  of  expenses.  This  charge  compensates  us for  all the
insurance  benefits  provided by your  Contract (for  example,  our  contractual
obligation  to make  Annuity  Payments,  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).

Administrative Expense Charge. This charge is equal, on an annual basis, to .15%
of the average daily value of the Contract invested in a Variable Option,  after
the deduction of expenses.  This charge,  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 statements, maintenance of Contract records,
personnel  costs,  legal and  accounting  fees,  filing  fees,  and computer and
systems costs.

CONTRACT MAINTENANCE CHARGE

Every year, at each Contract  anniversary,  Preferred Life deducts $30 from your
Contract as a contract  maintenance  charge. The fee is assessed on the last day
of each Contract year. 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  or
Purchase Payments (less withdrawals) is at least $100,000 when the deduction for
the charge is to be made, Preferred Life will not deduct this charge. Currently,
Preferred  Life also waives the charge  during the Payout  Phase if the value of
your Contract at the Income Date is at least $100,000.

If you make a complete  withdrawal  from your  Contract on other than a Contract
anniversary,  the contract maintenance charge will also be deducted.  During the
Payout Phase, if the contract maintenance charge is deducted, the charge will be
collected monthly out of each Annuity Payment.

CONTINGENT DEFERRED SALES CHARGE

If you make a  withdrawal,  it may be subject  to a  contingent  deferred  sales
charge.  During  the  Accumulation  Phase,  you can make  withdrawals  from your
Contract.  Preferred  Life keeps track of each  Purchase  Payment you make.  The
amount of the  contingent  deferred sales charge depends upon the length of time
since you made your Purchase Payment.  This charge reimburses Preferred Life for
expenses associated with the promotion, sale and distribution of the Contracts.

For a partial withdrawal, we will deduct the charge from the amount remaining in
the Contract,  if sufficient.  Otherwise,  we will deduct it from the amount you
withdraw.  We will deduct the charge pro rata from the Variable  Options  and/or
the Fixed Account unless you instruct us otherwise. The charge is:

         Years since            Contingent deferred
      Purchase Payment             sales charge
- ------------------------------------------------------------------------------
             0-1                        5%
             1-2                        5%
             2-3                        4%
             3-4                        3%
             4-5                       1.5%
             5+                          0%

However, after Preferred Life has had a Purchase Payment for 5 full years, there
is no charge  when you  withdraw  that  Purchase  Payment.  For  purposes of the
contingent  deferred sales charge,  Preferred Life treats  withdrawals as coming
from the oldest Purchase Payments first.

NOTE:  For tax purposes,  withdrawals  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 Withdrawal Amount. Once each Contract year, you can make a withdrawal up to
15% of  Purchase  Payments  you have made  (less any prior  withdrawals)  and no
contingent  deferred sales charge will be deducted from the 15% you take out. If
you  make a  withdrawal  of more  than the free  withdrawal  amount,  it will be
subject to the contingent deferred sales charge. If you do not withdraw the full
15% in any one Contract  year,  you may not carry over the remaining  percentage
amount to another year.  You may carry over to the next year the full 15% if you
do not make any  withdrawal in a Contract  year.  Preferred Life does not assess
the contingent deferred sales charge from Purchase Payments which have been held
under the Contract for more than 5 years or paid out as Annuity Payment.

You may also elect to participate in the  Systematic  Withdrawal  Program or the
Minimum  Distribution  Program.  These  programs  allow you to make  withdrawals
without the  deduction of the  contingent  deferred  sales charge under  certain
circumstances.  See "Access to Your Money" for a description  of the  Systematic
Withdrawal Program and the Minimum Distribution Program.


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 may choose to 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. Also, Preferred Life may
choose  to  reduce or not  deduct a  contingent  deferred  sales  charge  when a
Contract  is sold by an agent of  Preferred  Life to any  members  of his or her
immediate family and the commission is waived. We require our prior approval for
any reduction or elimination of the contingent deferred sales charge.

TRANSFER FEE

Prior to the Income Date, 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.

Preferred Life charges a fee for all transfers you make after the Income Date.

INCOME TAXES

Preferred  Life  reserves  the right to 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.

PORTFOLIO EXPENSES

There are  deductions  from the assets of the various  Portfolios  for operating
expenses  (including  management fees),  which are described in the Fee Table in
this pro-spectus and the accompanying prospectus for Franklin Valuemark Funds.


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  withdrawal  or as  Annuity
Payments.  When  you  make a  withdrawal  you are  taxed  on the  amount  of the
withdrawal  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 a trust holding the Contract as
an agent for a natural person), 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),  and pension and  profit-sharing  plans, which include 401(k)
plans and H.R. 10 plans.  If you do not purchase the Contract  under a Qualified
plan, your Contract is referred to as a Non-Qualified Contract.

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.  For purposes of this rule,  contracts  received in a
Section 1035 exchange will be considered issued in the year of the exchange. You
should  consult a tax adviser  prior to purchasing  more than one  Non-Qualified
annuity contract in any calendar year period.

WITHDRAWALS - NON-QUALIFIED CONTRACTS

If you make a withdrawal  from your Contract,  the Code treats such a withdrawal
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  withdrawals
will be exempt from the penalty. They include any amounts:

(1) paid on or after the taxpayer reaches age 591/2;

(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 life or a period not exceeding life expectancy;

(5) paid under an immediate annuity; or

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

WITHDRAWALS - 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 withdrawals from Qualified Contracts is
contained in the Statement of Additional Information.

WITHDRAWALS - TAX-SHELTERED ANNUITIES

The Code limits the withdrawal of Purchase Payments made by Contract Owners from
certain  Tax-Sheltered  Annuities.  Withdrawals can only be made when a Contract
Owner:

(1) reaches age 591/2;

(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,  you 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 Portfolios 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  Portfolios.  If you are
considered the owner of the shares,  it will result in the loss of the favorable
tax treatment  for the Contract.  It is unknown to what extent under federal tax
law Contract Owners are permitted to select Portfolios,  to make transfers among
the Portfolios or the number and type of Portfolios  Contract  Owners may select
from  without  being  considered  the owner of the  shares.  If any  guidance is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that you, as the
owner of the Contract, could be treated as the owner of the Portfolios.

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


ACCESS TO YOUR MONEY
- -------------------------------------------------------------------------------

You can have access to the money in your Contract:

(1) by making a withdrawal (either a partial or a total withdrawal);

(2) by receiving Annuity Payments; or

(3) when a death benefit is paid to your Beneficiary.

Withdrawals can only be made during the Accumulation Phase.

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

Unless you instruct  Preferred Life  otherwise,  the partial  withdrawal will be
made pro-rata from all the Variable Options you selected.

We will pay the amount of any withdrawal from the Variable  Options within seven
(7) days of when we receive your request in good order unless the  Suspension of
Payments or Transfers provision is in effect (see below).

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

There are limits to the amount you can withdraw  from a Qualified  plan referred
to as a  403(b)  plan.  For a more  complete  explanation  see  "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
program which provides automatic monthly or quarterly payments to you each year.
The total systematic  withdrawals which you can make each year without Preferred
Life deducting a contingent  deferred sales charge is limited to 9% of the value
of your  Contract.  However,  we may  increase the 9% limit to allow you to make
systematic withdrawals to meet the applicable minimum distribution  requirements
for Qualified Contracts. If you make withdrawals under this program, you may not
also use the 15% free  withdrawal  amount that year. All systematic  withdrawals
will be made on the 9th day of the month unless it is not a business  day. If it
is not,  then the  withdrawal  will be made on the previous  business day. For a
discussion of the contingent  deferred sales charge and the 15% free  withdrawal
amount,  see  "Expenses."  Preferred  Life  reserves  the  right to  modify  the
eligibility rules of this program at any time without notice.

Income taxes,  tax penalties  and certain  restrictions  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 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 withdrawal amount.

SUSPENSION OF PAYMENTS OR TRANSFERS

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

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

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

3. an emergency  exists as a result of which disposal of the Portfolio shares is
not  reasonably  practicable  or  Preferred  Life  cannot  reasonably  value the
Portfolio shares;

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

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


PERFORMANCE
- --------------------------------------------------------------------------------


Preferred Life  periodically  advertises  performance  of the Variable  Options.
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 and the
Portfolio  expenses.  It  may  not  reflect  the  deduction  of  any  applicable
contingent deferred sales 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
Portfolios.   Preferred  Life  may  also  advertise   cumulative   total  return
information.  Cumulative total return is determined the same way except that the
results  are  not  annualized.   Performance   information  for  the  underlying
Portfolios may also be advertised;  see the Franklin  Valuemark Funds prospectus
for more information.

The inception  dates of the Portfolios  may pre-date the inception  dates of the
corresponding  Variable  Options.  For  periods  starting  prior to the date the
Variable Option first invested in the Portfolio, the performance is based on the
historical performance of the corresponding Portfolio.

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.  It does not
guarantee future results of the Portfolios.


DEATH BENEFIT
- -----------------------------------------------------------------------------

DEATH OF CONTRACT OWNER

If you die  during  the  Accumulation  Phase,  Preferred  Life  will pay a death
benefit to your  Beneficiary  (see below).  No death  benefit is paid if you die
during the Payout Phase.  We will determine the value of the death benefit as of
the end of the  business  day we  receive  both due proof of death and a payment
election at our Valuemark Service Center.

The guaranteed death benefit is:

o on the day we issue your Contract,  the  guaranteed  death benefit is equal to
the Purchase Payments you have made.

o after the date we issue your Contract,  the  guaranteed  death benefit will be
the sum of all Purchase Payments you have made, less any withdrawals.

The guaranteed  death benefit will never be less than the value of your Contract
as of the most recent five year Contract anniversary before the earlier of:

o the date of your death, or

o the date of your 81st birthday,  plus  subsequent  Purchase  Payments you have
made less withdrawals.

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

A. Lump sum  payment  of the death  benefit.  The value of the death  benefit is
equal to the greater of the guaranteed  death benefit or the surrender  value as
of the end of the  business day we receive both due proof of death and a payment
election.


B. The  payment of the entire  death  benefit  within 5 years of the date of the
Contract Owner's death. We determine the value of the death benefit under Option
B by comparing the guaranteed  death benefit to the Contract value as of the end
of the business  day we receive both due proof of death and a payment  election.
If the Contract value is greater,  it will be the death benefit.  We will reduce
any  distribution  of such death benefit by the sum of any contract  maintenance
charges and contingent  deferred sales charges.  If the guaranteed death benefit
is greater, it will be the death benefit. After the death benefit is calculated,
it will be subject to market risk.  We will not accept any  additional  Purchase
Payments after the Contract Owner dies.

C. Payment over the lifetime of the designated  Beneficiary or over a period not
extending  beyond  the  life  expectancy  of  the  designated  Beneficiary  with
distribution  beginning  within  one year of the  date of death of the  Contract
Owner  (see  "Annuity  Payments  (The  Payout  Phase) -  Annuity  Options").  We
determine  the  value of the  death  benefit  under  Option C by  comparing  the
guaranteed death benefit to the Contract value as of the end of the business day
we receive both due proof of death and a payment election. If the Contract value
is  greater,  we will treat it as the death  benefit.  If the  guaranteed  death
benefit is greater, it will be the death benefit.

D. If the Beneficiary is your spouse,  he/she can elect to continue the Contract
in his/her own name.  We determine the value of the death benefit under Option D
by comparing the guaranteed death benefit to the Contract value as of the end of
the business day we receive both due proof of death and a payment  election.  If
the  Contract  value is  greater,  it will  remain the  Contract  value.  If the
guaranteed death benefit is greater,  it will become the new Contract value. Any
distribution  to the  new  Contract  Owner  will  be  reduced  by the sum of any
applicable contract maintenance charges and contingent deferred sales charges.

If the Beneficiary  does not elect a payment  option,  we will make a single sum
settlement at the end of the sixty (60) day period following the date we receive
proof of death. Some states,  including New York,  require the submission of tax
forms in connection with death benefit proceeds under certain circumstances.  We
may delay paying a death benefit  pending receipt of any applicable tax consents
and/or forms.

In those Contracts where a Contingent Owner is named, in the event of your death
before the Income Date,  the  Contingent  Owner (if any) becomes the  designated
Beneficiary and we will treat any other Beneficiary as a contingent Beneficiary,
unless you indicate  otherwise.  Only your spouse can be a Contingent  Owner. If
there is no  surviving  Contingent  Owner,  the death  benefit is payable to the
Beneficiary you designate.

DEATH OF ANNUITANT

If the  Annuitant,  who is not a  Contract  Owner,  dies on or before the Income
Date, you may name a new Annuitant. If you do not designate a new Annuitant, you
will become the  Annuitant.  However,  if the  Contract  Owner is a  non-natural
person (e.g., a corporation),  then for purposes of the death benefit, 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 on or after  the  Income  Date,  the  remaining  amounts
payable, if any, will be as provided for in the Annuity Option selected. We will
require proof of the Annuitant's  death.  The remaining  amounts payable will be
paid at least as rapidly as they were being paid at the Annuitant's death.


OTHER INFORMATION
- -------------------------------------------------------------------------------


PREFERRED LIFE

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

YEAR 2000

Preferred Life has initiated programs to ensure that all of the computer systems
utilized to provide services and administer  policies will function  properly in
the year 2000. An assessment of the total expected costs specifically related to
the year  2000  conversion  has been  completed.  These  costs are  expensed  as
incurred  and  total  costs are not  expected  to have a  significant  effect on
Preferred  Life's  financial  position or results of operations.  Preferred Life
believes  it is  taking  steps  that are  reasonably  designed  to  address  the
potential  failure of  computer  systems  used by its service  providers  and to
ensure its year 2000  program is completed  on a timely  basis.  There can be no
assurance,  however,  that the steps taken by Preferred Life will be adequate to
avoid any adverse impact.

THE SEPARATE ACCOUNT

Preferred  Life  established a separate  account named  Preferred  Life Variable
Account C  (Separate  Account) to hold the assets that  underlie  the  Contract,
except  assets  allocated  to the  Fixed  Account.  The  Board of  Directors  of
Preferred  Life  adopted a  resolution  to  establish  the  Separate  Account 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 Variable
Options  (also  known as  sub-accounts).  Each  Variable  Option  invests in one
Portfolio.

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 variable  Contract 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 Contract 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 Contract.  NFP is a  wholly-owned  subsidiary of
Allianz Life. NFP has subcontracted with Franklin  Advisers,  Inc. for it and/or
certain of its affiliates to provide certain  marketing support services and NFP
compensates these entities for their services.

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers will be paid commissions up to 7.0% of Purchase Payments. The New
York Insurance Department permits asset-based  compensation.  Preferred Life may
adopt an  asset-based  compensation  program in addition  to, or instead of, the
present compensation program.  Commissions may be recovered from a broker-dealer
if a withdrawal occurs within 12 months of a Purchase Payment.

ADMINISTRATION

Preferred Life has hired Delaware Valley Financial  Services,  Inc. (DVFS),  300
Berwyn Park, Berwyn,  Pennsylvania,  to perform certain 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
- -------------------------------------------------------------------------------


Company                                                2

Experts                                                2

Legal Opinions                                         2

Distribution                                           2

Reduction or Elimination of the
 Contingent Deferred Sales Charge                      2

Calculation of Performance Data                        2

Federal Tax Status                                     6

Annuity Provisions                                    11

Financial Statements                                  11

<PAGE>
<TABLE>
<CAPTION>

APPENDIX

CONDENSED FINANCIAL INFORMATION

The financial  statements of Preferred Life and the financial  statements of the Separate Account may be found in the Statement of
Additional Information.

The table below includes Accumulation Unit values for the periods indicated.

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

(Number of units in thousands)                         Global   Global   Growth                             Mutual
                                               CapitalHealth CareUtilities and     High   Income    Money  Discovery
Variable Options:                              GrowthSecuritiesSecuritiesIncome   IncomeSecurities Market Securities
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>     <C>      <C>      <C>      <C>      <C>     <C>     <C>          
Year Ended Dec. 31, 1998
Unit value at beginning of period             $13.130 $10.000  $25.818  $24.551  $21.312  $25.065  $13.865 $11.983
Unit value at end of period                    $15.574 $10.610  $28.308  $26.226  $21.208 $25.122  $14.386 $11.226
Number of units outstanding at end of period    1,016      26    2,843    4,289    1,783    3,263   2,168   1,127
Year Ended Dec. 31, 1997
Unit value at beginning of period              $11.254     NA   $20.654  $19.490  $19.375 $21.708  $13.359 $10.180
Unit value at end of period                    $13.130     NA   $25.818  $24.551  $21.312 $25.065  $13.865 $11.983
Number of units outstanding at end of period      622      NA    3,699    4,952    2,110    3,991   2,155     924
Year Ended Dec. 31, 1996
Unit value at beginning of period             $10.214**    NA   $19.565  $17.310  $17.252 $19.785 $12.883 $10.122**
Unit value at end of period                   $11.254      NA  $20.654  $19.490  $19.375  $21.708 $13.359 $10.180
Number of units outstanding at end of period      225      NA    4,998    5,070    2,164    4,519   2,433      27
Year Ended Dec. 31, 1995
Unit value at beginning of period                  NA      NA  $15.104  $13.215  $14.608  $16.392 $12.354      NA
Unit value at end of period                        NA      NA  $19.565  $17.310  $17.252  $19.785 $12.883      NA
Number of units outstanding at end of period       NA      NA    5,916    4,346    2,075    4,567   2,218      NA
Year Ended Dec. 31, 1994
Unit value at beginning of period                  NA      NA  $17.319  $13.677  $15.155  $17.734 $12.066      NA
Unit value at end of period                        NA      NA  $15.104  $13.215  $14.608  $16.392 $12.354      NA
Number of units outstanding at end of period       NA      NA    6,317    3,452    1,710    4,416   2,487      NA
Year Ended Dec. 31, 1993
Unit value at beginning of period                  NA      NA  $15.889  $12.574  $13.278  $15.163 $11.932      NA
Unit value at end of period                        NA      NA  $17.319  $13.677  $15.155  $17.734 $12.066      NA
Number of units outstanding at end of period       NA      NA    7,479    2,402    1,135    2,634     627      NA
Year Ended Dec. 31, 1992
Unit value at beginning of period                  NA      NA  $14.821  $11.949  $11.583  $13.580 $11.742      NA
Unit value at end of period                        NA      NA  $15.889  $12.574  $13.278  $15.163 $11.932      NA
Number of units outstanding at end of period       NA      NA    2,519    1,227      266      668     301      NA
Period from Inception** to Dec. 31, 1991           NA      NA  $13.234  $11.061  $11.043  $12.811 $11.623      NA
Unit value at end of period                        NA      NA  $14.821  $11.949  $11.583  $13.580 $11.742      NA
Number of units outstanding at end of period       NA      NA      166      125       37       35      62      NA


(Number of units in thousands)                                                                   Templeton
                                               Mutual Natural     Real                  Templeton  GlobalTempleton
                                               SharesResources  Estate   Rising    SmallDeveloping Asset EquityGlobal
Variable Options:                          SecuritiesSecuritiesSecuritiesDividends   Cap  Markets AllocationGrowth
Year Ended Dec. 31, 1998
Unit value at beginning of period            $11.993  $11.559  $28.169  $20.074  $14.952 $10.340  $13.786 $15.176
Unit value at end of period                  $11.837  $ 8.505  $23.107  $21.165  $14.600 $ 7.993  $13.589 $16.309
Number of units outstanding at end of period   2,264      415      708    3,176    1,012     749      318   2,239
Year Ended Dec. 31, 1997
Unit value at beginning of period            $10.330  $14.467  $23.668  $15.303  $12.913 $11.487  $12.514 $13.560
Unit value at end of period                  $11.993  $11.559  $28.169  $20.074  $14.952 $10.340  $13.786 $15.176
Number of units outstanding at end of period   1,823      458      942    3,489      938   1,160      424   2,594
Year Ended Dec. 31, 1996
Unit value at beginning of period            $10.112**$14.109$18.073    $12.498  $12.517**$ 9.582$10.591  $11.339
Unit value at end of period                  $10.330  $14.467  $23.668  $15.303  $12.913 $11.487  $12.514 $13.560
Number of units outstanding at end of period      43      566      859    3,394      416   1,042      300   2,146
Year Ended Dec. 31, 1995
Unit value at beginning of period                 NA  $13.979  $15.594  $ 9.769       NA $ 9.454  $10.322**$10.201
Unit value at end of period                       NA  $14.109  $18.073  $12.498       NA $ 9.582  $10.591 $11.339
Number of units outstanding at end of period      NA      516      794    3,182       NA     757       36   1.417
Year Ended Dec. 31, 1994
Unit value at beginning of period                 NA  $14.464  $15.369  $10.327       NA $ 9.994**     NA $ 9.984**
Unit value at end of period                       NA  $13.979  $15.594  $ 9.769       NA $ 9.454       NA $10.201
Number of units outstanding at end of period      NA      647      900    2,936       NA     591       NA     921
Year Ended Dec. 31, 1993
Unit value at beginning of period                 NA  $ 9.424  $13.095  $10.848       NA      NA       NA      NA
Unit value at end of period                       NA  $14.464  $15.369  $10.327       NA      NA       NA      NA
Number of units outstanding at end of period      NA      391      437    2,772       NA      NA       NA      NA
Year Ended Dec. 31, 1992
Unit value at beginning of period                 NA  $10.635  $11.848  $ 9.992**     NA      NA       NA      NA
Unit value at end of period                       NA  $ 9.424  $13.095  $10.848       NA      NA       NA      NA
Number of units outstanding at end of period      NA       30       77      617       NA      NA       NA      NA
Period from Inception** to Dec. 31, 1991          NA  $10.433  $10.787       NA       NA      NA       NA      NA
Unit value at end of period                       NA  $10.635  $11.848       NA       NA      NA       NA      NA
Number of units outstanding at end of period      NA        5        8       NA       NA      NA       NA      NA


(Number of units in thousands)

                                     TempletonTempletonTempleton          U.S.
                                      Global   Inter-  Inter-  Templeton Govern-           Zero     Zero     Zero
                                      Income  nationalnational  Pacific   ment     Value  Coupon   Coupon   Coupon
Variable Options:                   Securities EquitySmaller Cos.GrowthSecuritiesSecurities2000     2005     2010
- ---------------------------------------------------------------------------------------------------------------------------
Year Ended Dec. 31, 1998
Unit value at beginning of period    $16.957 $17.711  $10.825  $ 9.431  $17.947  $10.000 $19.512  $22.532  $24.740
Unit value at end of period          $17.905 $18.437  $ 9.364  $ 8.078  $19.014   $7.717 $20.684  $25.003  $27.920
Number of units outstanding at 
        end of period                    787    2,938      114      821    3,787      19     723      349      272
Year Ended Dec. 31, 1997
Unit value at beginning of period    $16.781 $16.081  $11.145  $14.932  $16.650       NA $18.475  $20.517  $21.522
Unit value at end of period          $16.957 $17.711  $10.825  $ 9.431  $17.947       NA $19.512  $22.532  $24.740
Number of units outstanding at 
        end of period                  1,072   4,063      173    1,251    4,844       NA   1,087      345      292
Year Ended Dec. 31, 1996
Unit value at beginning of period    $15.522 $13.263  $10.174**$13.630  $16.298       NA $18.294  $20.914  $22.431
Unit value at end of period          $16.781 $16.081  $11.145  $14.932  $16.650       NA $18.475  $20.517  $21.522
Number of units outstanding at 
        end of period                  1,354    4,375      65    1,751    6,017       NA   1,358      428      348
Year Ended Dec. 31, 1995
Unit value at beginning of period    $13.726 $12.161       NA  $12.802  $13.835       NA $15.373  $16.096  $15.930
Unit value at end of period          $15.522 $13.263       NA  $13.630  $16.298       NA $18.294  $20.914  $22.431
Number of units outstanding at 
        end of period                  1,472   4,073       NA    1,811    5,089       NA   1,416      456      372
Year Ended Dec. 31, 1994
Unit value at beginning of period    $14.650 $12.226       NA  $14.233  $14.698       NA $16.717  $18.050  $18.144
Unit value at end of period          $13.726 $12.161       NA  $12.802  $13.835       NA $15.373  $16.096  $15.930
Number of units outstanding at
        end of period                  1,667   4,079       NA    2,112    5,331       NA   1,158      403      252
Year Ended Dec. 31, 1993
Unit value at beginning of period    $12.733 $ 9.642       NA  $ 9.761  $13.586       NA $14.595  $14.975  $14.670
Unit value at end of period          $14.650 $12.226       NA  $14.233  $14.698       NA $16.717  $18.050  $18.144
Number of units outstanding at 
       end of period                   1,045   1,346       NA      915    6,108       NA     795      341      193
Year Ended Dec. 31, 1992
Unit value at beginning of period    $12.962 $ 9.992** NA      $ 9.992**$12.798       NA $13.570  $13.705  $13.482
Unit value at end of period          $12.733 $ 9.642       NA  $ 9.761  $13.586       NA $14.595  $14.975  $14.670
Number of units outstanding at 
       end of period                     406      88       NA       58    2,266       NA     397      108       60
Period from Inception** to Dec. 31, 1991$12.296   NA       NA       NA  $12.036       NA $12.274  $12.369  $12.013
Unit value at end of period          $12.962      NA       NA       NA  $12.798       NA $13.570  $13.705  $13.482
Number of units outstanding at 
       end of period                      47      NA       NA       NA      213       NA       6        3        1

<FN>
**Unit Value at inception.
</FN>
</TABLE>


The Accumulation  Unit value for each Variable Option was initially  arbitrarily
set. The inception date for all Variable Options,  except those noted below, was
September 6, 1991.  Inception  was 3/10/92 for the Rising  Dividends,  Templeton
International  Equity,  and Templeton Pacific Growth;  4/25/94 for the Templeton
Developing Markets Equity and Templeton Global Growth;  8/4/95 for the Templeton
Global  Asset  Allocation;  6/10/96  for the  Capital  Growth,  Small  Cap,  and
Templeton  International  Smaller  Companies;  12/2/96 for the Mutual  Discovery
Securities and Mutual Shares Securities;  and 8/17/98 for the Global Health Care
Securities and Value Securities.





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                                    PART B


                       STATEMENT OF ADDITIONAL INFORMATION
                              FRANKLIN VALUEMARK II
                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                        PREFERRED LIFE VARIABLE ACCOUNT C
                                       and
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

                                   May 1, 1999

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 PRO-SPECTUS,  CALL OR WRITE THE
COMPANY AT: 152 West 57th Street, New York, NY 10019, (800) 542-5427.

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

TABLE OF CONTENTS
Contents                                           Page
Insurance Company                                     2
Experts                                               2
Legal Opinions                                        2
Distributor                                           2
Reduction or Elimination of the
 Contingent Deferred Sales Charge                     2
Calculation of Performance Data                       2
Federal Tax Status                                    6
Annuity Provisions                                   11
Financial Statements                                 11


<PAGE>



Insurance Company
- --------------------------------------------------------------------------------

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

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

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

Legal Opinions
- --------------------------------------------------------------------------------

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

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

NALAC Financial  Plans,  LLC, a subsidiary of Allianz Life Insurance  Company of
North America, the Company's parent, 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  Company
believes to be relevant to determining  whether reduced sales or  administrative
expenses  may be  expected.  None of the  reductions  in  charges  for  sales is
contractually guaranteed.

The Contingent  Deferred  Sales Charge may be eliminated  when the Contracts are
issued  to an  officer,  director  or  employee  of  the  Company  or any of its
affiliates.  The  Contingent  Deferred Sales Charge may be reduced or eliminated
when the  Contract  is sold by an agent of the  Company to any members of his or
her  immediate  family  and the  commission  is  waived.  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  Company  may  advertise  the  performance  data for the
Variable   Options   (also   known  as   Sub-Accounts)   in  sales   literature,
advertisements,  personalized  hypothetical  illustrations,  and Contract  Owner
communications.  Such data will  show the  percentage  change in the value of an
accumulation  unit based on the  performance of a variable  option over a stated
period of time which is  determined  by dividing the  increase (or  decrease) in
value for that  unit by the  accumulation  unit  value at the  beginning  of the
period.

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

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

         P (1 + T)n = ERV where:

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

T = average annual total return;

n = number of years;

ERV = ending redeemable value of a hypothetical  $1,000 purchase payment made at
the beginning of the period at the end of the period.

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

Yield
- --------------------------------------------------------------------------------

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

The Money Market Sub-Account's current yield is computed on a base period return
of a hypothetical  Contract having a beginning  balance of one 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 Portfolio,
and the  deduction of the  Mortality  and Expense  Risk  Charge,  Administrative
Expense Charge and Contract Maintenance Charge.

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

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

Other  Sub-Accounts.  The  Company  may also  quote  yield in sales  literature,
advertisements,  personalized  hypothetical  illustrations,  and Contract  Owner
communications  for the other  Sub-Accounts.  Each  Sub-Account  (other than the
Money Market  Sub-Account) will publish  standardized  total return  information
with any  quotation of current  yield.  The yield  computation  is determined by
dividing  the net  investment  income per  accumulation  unit earned  during the
period  (minus  the  deduction  for  the  Mortality  and  Expense  Risk  Charge,
Administrative   Expense  Charge  and  Contract   Maintenance   Charge)  by  the
accumulation  unit  value on the  last day of the  period  and  annualizing  the
resulting figure, according to the following formula:

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

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

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

c = the  average  daily  number of  accumulation  units  outstanding  during the
period;

d = the  maximum  offering  price per  accumulation  unit on the last day of the
period.

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

Performance Ranking

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

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

Performance Information

Total  returns  reflect all aspects of a  Sub-Account's  return,  including  the
automatic reinvestment by Preferred Life Variable Account C of all distributions
and any change in a Sub-Account's value over the period. The returns reflect the
deduction  of the  Mortality  and Expense Risk  Charge,  Administrative  Expense
Charge and the operating  expenses of each Portfolio and are shown both with and
without the  deduction  of the  Contingent  Deferred  Sales  Charge and Contract
Maintenance Charge. The inception dates of the Portfolios pre-date the inception
dates of the  corresponding  Sub-Accounts of the Separate  Account.  For periods
starting  prior to the date the  Sub-Accounts  invested  in the  Portfolio,  the
performance  is  based  on  the  historical  performance  of  the  corresponding
Portfolio. Past performance does not guarantee future results.

<TABLE>
<CAPTION>
Standardized Total Return

Average Annual Total Return for the periods ended December 31, 1998: with Contingent Deferred Sales Charge and Other
Charges
                                                       Portfolio
                                                       Inception            One             Five             Since
Sub-Account                                              Date              Year             Year           Inception
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                <C>              <C>              <C>
Capital Growth                                          5/1/96            14.27%               NA           17.33%
Global Health Care Securities                           5/1/98                NA               NA            2.63%
Global Utilities Securities                            1/24/89             5.29%           10.18%           10.97%
Growth and Income                                      1/24/89             2.48%           13.78%           10.11%
High Income                                            1/24/89            -4.83%            6.81%            7.78%
Income Securities                                      1/24/89            -4.12%            7.07%            9.64%
Money Market1                                          1/24/89            -0.59%            3.42%            3.64%
Mutual Discovery Securities                            11/8/96           -10.67%               NA            4.44%
Mutual Shares Securities                               11/8/96            -5.65%               NA            7.11%
Natural Resources Securities                           1/24/89           -30.77%          -10.30%           -1.70%
Real Estate Securities                                 1/24/89           -22.32%            8.36%            8.72%
Rising Dividends                                       1/27/92             1.09%           15.31%           11.34%
Small Cap                                              11/1/95            -6.71%               NA           12.29%
Templeton Developing Markets Equity                    3/15/94           -27.05%               NA           -4.76%
Templeton Global Asset Allocation                       5/1/95            -5.78%               NA            8.36%
Templeton Global Growth                                3/15/94             3.11%               NA           10.59%
Templeton Global Income Securities                     1/24/89             1.24%            3.94%            5.96%
Templeton International Equity                         1/27/92            -0.26%            8.42%            9.15%
Templeton International Smaller Companies               5/1/96           -17.84%               NA           -3.40%
Templeton Pacific Growth                               1/27/92           -18.69%          -10.94%           -3.12%
U.S. Government Securities                             3/14/89             1.60%            5.13%            6.70%
Value Securities                                        5/1/98                NA               NA          -37.77%
Zero Coupon - 20001                                    3/14/89             1.66%            4.19%            7.62%
Zero Coupon - 20051                                    3/14/89             6.62%            6.58%            9.73%
Zero Coupon - 20101                                    3/14/89             8.51%            8.86%           10.97%

<FN>
The Global Health Care Securities and the Value Securities Sub-Accounts commenced operations on May 1, 1998.
1. Calculated with waiver of fees
</FN>
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
Non-Standardized Total Return

Total Return for the periods ended December 31, 1998: Without Contingent Deferred Sales Charge or Contract Maintenance
Charge
                                                        Annual Total Return               Cumulative Total Return
                                                      ------------------------------      -----------------------
                                     Portfolio
                                     Inception    One     Three     Five      Since     Three     Five       Since
Sub-Account                            Date      Year     Year      Year    Inception   Year      Year     Inception
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>       <C>      <C>       <C>        <C>     <C>        <C>
Capital Growth                       5/1/96     18.62%        NA       NA    18.06%         NA       NA     55.74%
Global Health Care Securities        5/1/98         NA        NA       NA     9.27%         NA       NA      6.10%
Global Utilities Securities         1/24/89      9.64%    13.10%   10.33%    11.04%     44.69%   63.45%    183.08%
Growth and Income                   1/24/89      6.83%    14.86%   13.91%    10.19%     51.51%   91.76%    162.26%
High Income                         1/24/89     -0.48%     7.13%    6.95%     7.86%     22.93%   39.94%    112.08%
Income Securities                   1/24/89      0.23%     8.29%    7.21%     9.71%     26.97%   41.66%    151.22%
Money Market1                       1/24/89      3.76%     3.74%    3.58%     3.73%     11.66%   19.23%     43.86%
Mutual Discovery
 Securities                         11/8/96     -6.32%        NA       NA     5.54%         NA       NA     12.26%
Mutual Shares
 Securities                         11/8/96     -1.30%        NA       NA     8.18%         NA       NA      18.37
Natural Resources
 Securities                         1/24/89    -26.42%   -15.52%  -10.07%    -1.62%    -39.71%  -41.19%    -14.95%
Real Estate Securities              1/24/89    -17.97%     8.54%    8.50%     8.79%     27.85%   50.35%    131.07%
Rising Dividends                    1/27/92      5.44%    19.20%   15.43%    11.42%     69.35%  104.95%    111.65%
Small Cap                           11/1/95     -2.36%    12.90%       NA    12.69%     43.89%       NA     46.00%
Templeton Developing
 Markets Equity                     3/15/94    -22.70%    -5.87%       NA    -4.56%    -16.58%       NA    -20.07%
Templeton Global
 Asset Allocation                    5/1/95     -1.43%     8.66%       NA     8.71%     28.30%       NA     35.89%
Templeton Global Growth             3/15/94      7.46%    12.88%       NA    10.73%     43.83%       NA     63.09%
Templeton Global
 Income Securities                  1/24/89      5.59%     4.88%    4.09%     6.04%     15.35%   22.22%     79.05%
Templeton International
 Equity                             1/27/92      4.09%    11.60%    8.56%     9.23%     39.01%   50.80%     84.37%
Templeton International
 Smaller Companies                   5/1/96    -13.49%        NA       NA    -2.43%         NA       NA     -6.36%
Templeton Pacific Growth            1/27/92    -14.34%   -16.00%  -10.71%    -3.03%    -40.73%  -43.24%    -19.22%
U.S. Government Securities          3/14/89      5.95%     5.27%    5.28%     6.77%     16.67%   29.36%     90.14%
Value Securities                     5/1/98         NA        NA       NA   -32.13%         NA       NA    -22.83%
Zero Coupon - 20001                 3/14/89      6.01%     4.18%    4.35%     7.69%     13.07%   23.73%    106.84%
Zero Coupon - 20051                 3/14/89     10.97%     6.13%    6.73%     9.80%     19.55%   38.52%    150.03%
Zero Coupon - 20101                 3/14/89     12.86%     7.57%    9.00%    11.04%     24.47%   53.88%    179.20%

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



<PAGE>


<TABLE>
<CAPTION>
Non-Standardized Total Return

Total Return for the periods ended December 31, 1998: With Contingent Deferred Sales Charge and Other Charges
                                                        Annual Total Return               Cumulative Total Return
                                                      ------------------------------      -----------------------
                                     Portfolio
                                     Inception    One     Three     Five      Since     Three      Five      Since
Sub-Account                            Date      Year     Year      Year    Inception   Year       Year    Inception
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>        <C>      <C>        <C>       <C>       <C>      <C>
Capital Growth                        5/1/96    14.27%        NA       NA     17.33%        NA        NA    53.20%
Global Health Care Securities         5/1/98        NA        NA       NA      2.63%        NA        NA     1.75%
Global Utilities Securities          1/24/89     5.29%    12.44%   10.18%     10.97%    42.14%    62.40%   181.38%
Growth and Income                    1/24/89     2.48%    14.21%   13.78%     10.11%    48.97%    90.69%   160.43%
High Income                          1/24/89    -4.83%     6.39%    6.81%      7.78%    20.43%    38.99%   110.59%
Income Securities                    1/24/89    -4.12%     7.57%    7.07%      9.64%    24.46%    40.68%   149.65%
Money Market1                        1/24/89    -0.59%     2.96%    3.42%      3.64%     9.15%    18.31%    42.69%
Mutual Discovery Securities          11/8/96   -10.67%        NA       NA      4.44%        NA        NA     9.76%
Mutual Shares Securities             11/8/96    -5.65%        NA       NA      7.11%        NA        NA    15.87%
Natural Resources Securities         1/24/89   -30.77%   -16.68%  -10.30%     -1.70%   -42.15%   -41.92%   -15.69%
Real Estate Securities               1/24/89   -22.32%     7.83%    8.36%      8.72%    25.37%    49.42%   129.52%
Rising Dividends                     1/27/92     1.09%    18.60%   15.31%     11.34%    66.80%   103.84%   110.53%
Small Cap                            11/1/95    -6.71%    12.23%       NA     12.29%    41.38%        NA    44.37%
Templeton Developing
 Markets Equity                      3/15/94   -27.05%    -6.80%       NA     -4.76%   -19.03%        NA   -20.86%
Templeton Global
 Asset Allocation                     5/1/95    -5.78%     7.95%       NA      8.36%    25.79%        NA    34.27%
Templeton Global Growth              3/15/94     3.11%    12.21%       NA     10.59%    41.30%        NA    62.10%
Templeton Global
 Income Securities                   1/24/89     1.24%     4.11%    3.94%      5.96%    12.84%    21.29%    77.78%
Templeton International Equity       1/27/92    -0.26%    10.93%    8.42%      9.15%    36.49%    49.82%    83.42%
Templeton International
 Smaller Companies                    5/1/96   -17.84%        NA       NA     -3.40%        NA        NA    -8.82%
Templeton Pacific Growth             1/27/92   -18.69%   -17.17%  -10.94%     -3.12%   -43.17%   -43.98%   -19.73%
U.S. Government
 Securities                          3/14/89     1.60%     4.51%    5.13%      6.70%    14.15%    28.42%    88.80%
Value Securities                      5/1/98        NA        NA       NA    -37.77%        NA        NA   -27.18%
Zero Coupon - 20001                  3/14/89     1.66%     3.40%    4.19%      7.62%    10.55%    22.79%   105.48%
Zero Coupon - 20051                  3/14/89     6.62%     5.38%    6.58%      9.73%    17.02%    37.54%   148.47%
Zero Coupon - 20101                  3/14/89     8.51%     6.83%    8.86%     10.97%    21.93%    52.86%   177.47%

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

You 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 your total return may be
in any future period.

Federal Tax Status
- --------------------------------------------------------------------------------

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

General

Section 72 of the Internal  Revenue Code of 1986,  as amended  ("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 includible in taxable  income.  The exclusion  amount for payments based on a
fixed annuity option is determined by multiplying  the payment by the ratio that
the cost  basis of the  Contract  (adjusted  for any  period  certain  or refund
feature) bears to the expected return under the Contract.  The exclusion  amount
for payments  based on a variable  annuity  option is determined by dividing the
cost basis of the Contract (adjusted for any period certain or refund guarantee)
by the number of years over which the annuity is  expected to be paid.  Payments
received after the investment in the Contract has been recovered  (i.e. when the
total of the excludible  amounts equal the investment in the Contract) are fully
taxable.  The taxable  portion is taxed at ordinary  income  rates.  For certain
types of Qualified  Plans there may be no cost basis in the Contract  within the
meaning of Section 72 of the Code. Contract Owners, annuitants and beneficiaries
under  the  Contracts  should  seek  competent  financial  advice  about the tax
consequences of any distributions.

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

Diversification

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

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

The  Code  provides  that  for  purposes  of  determining  whether  or  not  the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or  instrumentality  shall be treated as a separate  issuer." The Company
intends that all Portfolios of Franklin Valuemark Funds underlying the Contracts
will be managed by the investment  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 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.  For purposes of this rule,  contracts  received in a
Section 1035  exchange  will be  considered  issued in the year of the exchange.
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);  or (d) hardship withdrawals.  Participants
should consult their own tax counsel or other tax adviser regarding  withholding
requirements.

Tax Treatment of Withdrawals -
Non-Qualified Contracts

Section  72  of  the  Code  governs  treatment  of  distributions  from  annuity
contracts. It provides that if the contract value exceeds the aggregate purchase
payments  made,  any amount  withdrawn  will be treated as coming first from the
earnings and then,  only after the income  portion is exhausted,  as coming from
the principal.  Withdrawn  earnings are  includible in gross income.  It further
provides that a ten percent  (10%)  penalty will apply to the income  portion of
any distribution.  However, the penalty is not imposed on amounts received:  (a)
after the taxpayer reaches age 591/2; (b) after the death of the Contract Owner;
(c) if the  taxpayer is totally  disabled  (for this  purpose  disability  is as
defined in  Section  72(m) (7) of the  Code);  (d) 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.

With  respect  to (d)  above,  if the  series of  substantially  equal  periodic
payments is  modified  before the later of your  attaining  age 591/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

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

Qualified Plans

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

On July 6, 1983,  the Supreme  Court decided in Arizona  Governing  Committee v.
Norris that optional  annuity  benefits  provided  under an employer's  deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary  between men and women.  The  Contracts  sold by the  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 withdrawals  from Qualified  Contracts.
(See "Tax Treatment of Withdrawals - Qualified Contracts.")

a. Tax-Sheltered Annuities

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

b. 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 taxable 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.

Roth IRAs

Section  408A of the Code  provides  that  beginning  in 1998,  individuals  may
purchase  a new  type of  non-deductible  IRA,  known  as a Roth  IRA.  Purchase
payments  for a Roth IRA are limited to a maximum of $2,000 per year and are not
deductible from taxable income.  Lower maximum  limitations apply to individuals
with adjusted gross incomes  between  $95,000 and $110,000 in the case of single
taxpayers, between $150,000 and $160,000 in the case of married taxpayers filing
joint  returns,  and  between $0 and  $10,000  in the case of married  taxpayers
filing separately. An overall $2,000 annual limitation continues to apply to all
of a taxpayer's IRA contributions, including Roth IRA and non-Roth IRAs.

Qualified  distributions  from Roth IRAs are free from  federal  income  tax.  A
qualified  distribution requires that an individual has held the Roth IRA for at
least five years and, in addition,  that the  distribution  is made either after
the individual reaches age 591/2, on the individual's death or disability, or as
a qualified first-time home purchase, subject to a $10,000 lifetime maximum, for
the individual, a spouse, child, grandchild, or ancestor. Any distribution which
is not a  qualified  distribution  is taxable to the extent of  earnings  in the
distribution.  Distributions  are treated as made from  contributions  first and
therefore no distributions are taxable until distributions  exceed the amount of
contributions  to the  Roth  IRA.  The  10%  penalty  tax and  the  regular  IRA
exceptions  to the 10%  penalty tax apply to taxable  distributions  from a Roth
IRA.

Amounts may be rolled over from one Roth IRA to another  Roth IRA.  Furthermore,
an  individual  may make a rollover  contribution  from a non-Roth IRA to a Roth
IRA,  unless the  individual  has  adjusted  gross  income over  $100,000 or the
individual is a married taxpayer filing a separate  return.  The individual must
pay tax on any portion of the IRA being rolled over that represents  income or a
previously  deductible  IRA  contribution.  However,  for rollovers in 1998, the
individual may pay that tax ratably over the four taxable year periods beginning
with tax year 1998.

Purchasers  of Contracts to be qualified as a Roth IRA should  obtain  competent
tax advice as to the tax treatment and suitability of such an investment.

c. Pension and Profit-Sharing Plans

Sections 401(a) and 401(k) of the Code permit employers, including self-employed
individuals, to establish various types of retirement plans for employees. These
retirement  plans may permit the purchase of the  Contracts to provide  benefits
under the Plan.  Contributions to the Plan for the benefit of employees will not
be includible  in the gross income of the employee  until  distributed  from the
Plan.  The tax  consequences  to  participants  may  vary,  depending  upon  the
particular Plan design. However, the Code places limitations and restrictions on
all Plans, including on such items as: amount of allowable contributions;  form,
manner and timing of  distributions;  transferability  of benefits;  vesting and
nonforfeitability   of   interests;   nondiscrimination   in   eligibility   and
participation;   and  the  tax  treatment  of  distributions   and  withdrawals.
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 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 (Pension and Profit-Sharing Plans),
403(b)  (Tax-Sheltered  Annuities)  and  408  and  408A  (Individual  Retirement
Annuities).  To the extent  amounts are not  includible in gross income  because
they have been properly rolled over to an IRA or to another  eligible  Qualified
Plan,  no tax  penalty  will be imposed.  The tax penalty  will not apply to the
following  distributions:  (a) if  distribution  is made on or after the date on
which the Contract  Owner or Annuitant (as  applicable)  reaches age 591/2;  (b)
distributions  following  the  death  or  disability  of the  Contract  Owner or
Annuitant (as applicable) (for this purpose  disability is as defined in Section
72(m) (7) of the Code);  (c) after separation from service,  distributions  that
are part of substantially  equal periodic payments made not less frequently than
annually for the life (or life  expectancy)  of the Contract  Owner or Annuitant
(as applicable) or the joint lives (or joint life expectancies) of such Contract
Owner or Annuitant (as  applicable) and his or her designated  beneficiary;  (d)
distributions to a Contract Owner or Annuitant (as applicable) who has separated
from service after he or she 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;  (g)  distributions  from an Individual
Retirement  Annuity  for the  purchase of medical  insurance  (as  described  in
Section  213(d) (1) (D) of the Code) for the  Contract  Owner or  Annuitant  (as
applicable)  and his or her  spouse  and  dependents  if the  Contract  Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks (this  exception no longer  applies after the Contract  Owner or Annuitant
(as applicable) has been  re-employed for at least 60 days);  (h)  distributions
from an  Individual  Retirement  Annuity  made to the  Owner  or  Annuitant  (as
applicable) to the extent such  distributions do not exceed the qualified higher
education  expenses  (as defined in Section 72 (t) (7) of the Code) of the Owner
or Annuitant (as applicable) for the taxable year; and (i) distributions from an
Individual  Retirement  Annuity made to the Owner or Annuitant  (as  applicable)
which are qualified  first-time home buyer  distributions (as defined in Section
72 (t) (8) of the Code). 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.

With  respect  to (c)  above,  if the  series of  substantially  equal  periodic
payments is  modified  before the later of your  attaining  age 591/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

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 701/2,  or (b) the  calendar  year in which the  employee
retires.  The date set forth in (b) does not apply to an  Individual  Retirement
Annuity.  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 591/2;
(2) separates from service;  (3) dies; (4) becomes  disabled (within the meaning
of  Section 72 (m) (7) of the Code);  or (5) in the case of  hardship.  However,
withdrawals  for hardship are restricted to the portion of the Contract  Owner's
Contract Value which represents contributions by the Contract Owner and does not
include any investment results.  The limitations on withdrawals became effective
on January 1, 1989 and apply only to salary reduction  contributions  made after
December 31,  1988,  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
- --------------------------------------------------------------------------------

Variable Annuity Payout

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

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

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

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

Annuity Unit Value

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

1. is the net result of

a. the assets of the  Sub-Account  attributable  to the Annuity  Units;  plus or
minus

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

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

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

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

Fixed Annuity Payout

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

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

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














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

                              Financial Statements

                               December 31, 1998



<PAGE>

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

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

We have audited the  accompanying  statements of assets and  liabilities  of the
sub-accounts  of Preferred Life Variable  Account C as of December 31, 1998, the
related  statements of operations  for the year then ended and the statements of
changes in net assets for each of the years in the two-years  then ended.  These
financial   statements  are  the   responsibility  of  the  Variable   Account's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  assets and  liabilities  of the  sub-accounts  of
Preferred  Life  Variable  Account C at December 31, 1998,  the results of their
operations  for the year then ended and the changes in their net assets for each
of the years in the two-years then ended, in conformity with generally  accepted
accounting principles.

                                          KPMG Peat Marwick LLP

Minneapolis, Minnesota
January 29, 1999

<PAGE>

<TABLE>
<CAPTION>


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

Statements of Assets and Liabilities
December 31, 1998
(In thousands)

                                                              Global     Global
                                                  Capital     Health    Utilities  Growth and   High      Income    Money
                                                 Growth Care Securities Securities  Income     Income   Securities Market
                                                  Fund        Fund        Fund       Fund       Fund       Fund     Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>         <C>        <C>        <C>        <C>      <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Capital Growth Fund, 1,001 shares, cost $13,477 $16,095        -          -          -          -          -        -
  Global Health Care Securities Fund, 34 shares,
 cost $334                                            -        369          -          -          -          -        -
  Global Utilities Securities Fund, 3,940 shares,
 cost $65,886                                         -          -      80,540         -          -          -        -
  Growth and Income Fund, 5,546 shares, cost $89,867  -          -          -      112,922        -          -        -
  High Income Fund, 2,886 shares, cost $38,946        -          -          -          -       38,329        -        -
  Income Securities Fund, 4,865 shares, cost $75,590  -          -          -          -          -       82,322      -
  Money Market Fund, 31,357 shares, cost $31,357      -          -          -          -          -          -     31,357
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                16,095        369    80,540    112,922    38,329     82,322    31,357
Liabilities:
 Accrued mortality and expense risk charges -
 Valuemark II                                          2          1         5          6         4          5         3
 Accrued mortality and expense risk charges -
 Valuemark IV                                          1          -         -          1         1          1         -
 Accrued administrative charges - Valuemark II         -          -         1          1         -          -         -
 Accrued administrative charges - Valuemark IV         -          -         -          -         -          -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                3          1         6          8         5          6         3
      Net assets                                 $16,092        368    80,534    112,914    38,324     82,316    31,354
- ---------------------------------------------------------------------------------------------------------------------------
Contract owners' equity:
 Contracts in accumulation period - Valuemark II  15,825        275    80,480    112,466    37,806     81,970    31,188
 Contracts in accumulation period - Valuemark IV     267         93        54        448       518        346       166
- ---------------------------------------------------------------------------------------------------------------------------
      Total contract owners' equity              $16,092        368    80,534    112,914    38,324     82,316    31,354
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements of Assets and Liabilities (cont.)
December 31, 1998
(In thousands)

                                                 Mutual     Mutual     Natural                                  Templeton
                                                Discovery   Shares    Resources  Real Estate   Rising    Small  Developing
                                               Securities Securities Securities  Securities   Dividends   Cap    Markets
                                                  Fund       Fund       Fund        Fund        Fund      Fund  Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>        <C>         <C>         <C>       <C>      <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Mutual Discovery Securities Fund, 1,137 shares,
 cost $13,382                                    $12,836          -         -          -         -          -         -
  Mutual Shares Securities Fund, 2,278 shares,
 cost $26,446                                          -     27,241         -          -         -          -         -
  Natural Resources Securities Fund, 429 shares,
 cost $5,793                                           -          -     3,596          -         -          -         -
  Real Estate Securities Fund, 822 shares, cost $15,127-          -         -     16,377         -          -         -
  Rising Dividends Fund, 3,731 shares, cost $50,084    -          -         -          -     67,575         -         -
  Small Cap Fund, 1,086 shares, cost $15,229           -          -         -          -         -     14,905         -
  Templeton Developing Markets Equity Fund, 873 shares,
 cost $9,097                                           -          -         -          -         -          -     6,031
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                12,836     27,241     3,596     16,377    67,575     14,905     6,031
Liabilities:
 Accrued mortality and expense risk charges -
 Valuemark II                                          3          3         3          2         5          3         2
 Accrued mortality and expense risk charges -
 Valuemark IV                                          -          1         -          -         1          -         -
 Accrued administrative charges - Valuemark II         1          1         1          -         -          -         1
 Accrued administrative charges - Valuemark IV         -          -         -          -         -          -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                4          5         4          2         6          3         3
      Net assets                                 $12,832     27,236     3,592     16,375    67,569     14,902     6,028
- ---------------------------------------------------------------------------------------------------------------------------
Contract owners' equity:
 Contracts in accumulation period - Valuemark II  12,646     26,789     3,536     16,340    67,223     14,771     5,983
 Contracts in accumulation period - Valuemark IV     186        447        56         35        346       131        45
- ---------------------------------------------------------------------------------------------------------------------------
      Total contract owners' equity              $12,832     27,236     3,592     16,375    67,569     14,902     6,028
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements of Assets and Liabilities (cont.)
December 31, 1998
(In thousands)

                                                                                                 Templeton
                                                Templeton  Templeton  Templeton    Templeton   International Templeton   U.S.
                                              Global Asset  Global  Global Income International   Smaller     Pacific  Government
                                               Allocation   Growth   Securities    Equity        Companies    Growth   Securities
                                                  Fund       Fund       Fund        Fund           Fund        Fund      Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>        <C>        <C>         <C>            <C>         <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Templeton Global Asset Allocation Fund, 342 shares,
 cost $4,212                                      $4,336          -         -          -             -          -         -
  Templeton Global Growth Fund, 2,484 shares,
 cost $31,808                                          -     36,691         -          -             -          -         -
  Templeton Global Income Securities Fund, 1,099 shares,
 cost $14,080                                          -          -    14,143          -             -          -         -
  Templeton International Equity Fund, 3,500 shares,
 cost $48,667                                          -          -         -     54,325             -          -         -
  Templeton International Smaller Companies Fund,
 120 shares, cost $1,352                               -          -         -          -         1,102          -         -
  Templeton Pacific Growth Fund, 890 shares,
 cost $11,717                                          -          -         -          -             -      6,682         -
  U.S. Government Securities Fund, 5,222 shares,
 cost $69,881                                          -          -         -          -             -          -    72,532
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                 4,336     36,691    14,143     54,325         1,102      6,682    72,532
Liabilities:
 Accrued mortality and expense risk charges -
 Valuemark II                                          2          4         4          4             2          3         5
 Accrued mortality and expense risk charges -
 Valuemark IV                                          -          -         -          -             -          -         1
 Accrued administrative charges - Valuemark II         1          1         -          1             1          -         1
 Accrued administrative charges - Valuemark IV         -          -         -          -             -          -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                3          5         4          5             3          3         7
      Net assets                                  $4,333     36,686    14,139     54,320         1,099      6,679    72,525
- ---------------------------------------------------------------------------------------------------------------------------
Contract owners' equity:
 Contracts in accumulation period - Valuemark II   4,317     36,512    14,094     54,177         1,065      6,633    71,990
 Contracts in accumulation period - Valuemark IV      16        174        45        143            34         46       535
- ---------------------------------------------------------------------------------------------------------------------------
      Total contract owners' equity               $4,333     36,686    14,139     54,320         1,099      6,679    72,525
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements of Assets and Liabilities (cont.)
December 31, 1998
(In thousands)

                                                                         Value      Zero       Zero        Zero      Total
                                                                       Securities  Coupon     Coupon      Coupon      All
                                                                         Fund    Fund - 2000 Fund - 2005 Fund - 2010 Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>        <C>        <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Value Securities Fund,
 40 shares, cost $296                                                    $310          -         -          -
  Zero Coupon Fund - 2000
 1,013 shares, cost $14,656                                                 -     14,995         -          -
  Zero Coupon Fund - 2005
 496 shares, cost $7,791                                                    -          -     8,792          -
  Zero Coupon Fund - 2010
 403 shares, cost $6,654                                                    -          -         -      7,684
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                                        310     14,995     8,792      7,684   732,087
Liabilities:
 Accrued mortality and expense risk charges - Valuemark II                  -          3         3          3        80
 Accrued mortality and expense risk charges - Valuemark IV                  -          -         -          -         7
 Accrued administrative charges - Valuemark II                              -          -         -          -        11
 Accrued administrative charges - Valuemark IV                              -          -         -          -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                                     -          3         3          3        98
      Net assets                                                         $310     14,992     8,789      7,681   731,989
- ---------------------------------------------------------------------------------------------------------------------------
Contract owners' equity:
 Contracts in accumulation period - Valuemark II                          143     14,941     8,739      7,588   727,497
 Contracts in accumulation period - Valuemark IV                          167         51        50         93     4,492
- ---------------------------------------------------------------------------------------------------------------------------
      Total contract owners' equity                                      $310     14,992     8,789      7,681   731,989
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements of Operations
For the year ended December 31, 1998
(In thousands)

                                                             Global     Global
                                                 Capital     Health    Utilities Growth and    High      Income    Money
                                                Growth Care Securities Securities  Income     Income   Securities  Market
                                                  Fund        Fund       Fund       Fund       Fund       Fund     Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>        <C>        <C>        <C>        <C>      <C>
Investment income:
 Dividends reinvested in fund shares              $  44          -     3,509      3,838     3,948        7,201     1,556
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges - Valuemark II  150          -     1,091      1,490       546        1,156       383
 Mortality and expense risk charges - Valuemark IV    1          -         -          1         1            1         -
 Administrative charges - Valuemark II               18          -       131        179        65          139        46
 Administrative charges - Valuemark IV                -          -         -          -         -            -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                                169          -     1,222      1,670       612        1,296       429
      Investment income (loss), net                (125)         -     2,287      2,168     3,336        5,905     1,127
Realized  gains  (losses)  and   unrealized   
appreciation (depreciation) on investments:
  Realized capital gain distributions on mutual       -          -     5,116      9,029       234        1,701         -
  funds
  Realized gains (losses) on sales of investments,  287          1     3,967      4,620        80        2,113         -
  net
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on investments, net         287          1     9,083     13,649       314        3,814         -
Net change in unrealized appreciation
 (depreciation) on investments                    1,864         35    (3,678)    (8,207)   (3,777)      (9,694)        -
 Total realized gains (losses) and unrealized
 appreciation (depreciation) on investments, net  2,151         36     5,405      5,442    (3,463)      (5,880)        -
Net increase (decrease) in net assets from       $2,026         36     7,692      7,610      (127)          25     1,127
operations
<FN>
                See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>

PREFERRED LIFE VARIABLE ACCOUNT C
OF PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
Financial Statements (continued)

Statements of Operations (cont.)
For the year ended December 31, 1998
(In thousands)

                                                 Mutual     Mutual     Natural                                  Templeton
                                                Discovery   Shares    Resources Real Estate  Rising     Small  Developing
                                               Securities Securities Securities Securities  Dividends    Cap    Markets
                                                  Fund       Fund       Fund      Fund       Fund       Fund   Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>        <C>        <C>       <C>        <C>        <C>       <C>
Investment income:
 Dividends reinvested in fund shares               $  193        308        67        915       775         10       274
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges - Valuemark II    175       348         56       273        881       187        101
 Mortality and expense risk charges - Valuemark IV     -         1          -         -          1         -          -
 Administrative charges - Valuemark II                 21         42         7         33       106         22        12
 Administrative charges - Valuemark IV                 -          -         -          -         -          -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                                  196        391        63        306       988        209       113
      Investment income (loss), net                   (3)       (83)        4        609      (213)      (199)      161
Realized  gains  (losses)  and   unrealized   
appreciation (depreciation) on investments:
 Realized capital gain distributions on mutual funds  180       269          -       567      9,498     1,273       890
 Realized gains (losses) on sales of investments, net(116)       34       (613)    1,217      3,267      (338)   (1,330)
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on investments, net      64       303       (613)    1,784     12,765       935      (440)
 Net change in unrealized appreciation (depreciation)
 on investments                                    (1,320)     (929)     (747)    (6,791)   (9,268)    (1,359)   (2,104)
      Total realized gains (losses) and unrealized
 appreciation (depreciation) on investments, net   (1,256)     (626)    (1,360)   (5,007)     3,497      (424)   (2,544)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from        ($1,259)     (709)    (1,356)   (4,398)     3,284      (623)   (2,383)
operations
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements of Operations (cont.)
For the year ended December 31, 1998
(In thousands)

                                                                                               Templeton
                                                Templeton  Templeton  Templeton    Templeton International Templeton    U.S.
                                              Global Asset  Global  Global Income International Smaller     Pacific  Government
                                               Allocation   Growth   Securities     Equity     Companies    Growth   Securities
                                                  Fund       Fund       Fund         Fund        Fund        Fund      Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>        <C>        <C>          <C>         <C>         <C>       <C>
Investment income:
 Dividends reinvested in fund shares               $187      1,026     1,178         2,014        35          364     5,565
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges - Valuemark II   65        491       199           814        18           98       985
 Mortality and expense risk charges - Valuemark IV    -          -         -             -         -            -         1
 Administrative charges - Valuemark II                8         59        24            98         2           12       118
 Administrative charges - Valuemark IV                -          -         -             -         -            -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                                 73        550       223           912        20          110     1,104
      Investment income (loss), net                 114        476       955         1,102        15          254     4,461
Realized  gains  (losses)  and   unrealized   
appreciation (depreciation) on investments:
 Realized capital gain distributions on mutual      222      3,737         -         4,045        41          111         -
 funds
 Realized gains (losses) on sales of investments,   148      1,018        (2)        3,522       (74)      (3,196)      895
 net
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on investments, net   370      4,755        (2)        7,567       (33)      (3,085)      895
 Net change in unrealized appreciation (depreciation)
 on investments                                    (572)    (2,835)     (103)       (5,800)     (190)         987      (812)
      Total realized gains (losses) and unrealized
 appreciation (depreciation) on investments, net   (202)     1,920      (105)        1,767      (223)      (2,098)       83
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from         ($88)     2,396       850         2,869      (208)      (1,844)    4,544
operations
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements of Operations (cont.)
For the year ended December 31, 1998
(In thousands)

                                                                        Value     Zero        Zero        Zero     Total
                                                                     Securities  Coupon      Coupon      Coupon     All
                                                                        Fund   Fund - 2000 Fund - 2005 Fund - 2010 Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>       <C>         <C>         <C>       <C>
Investment income:
 Dividends reinvested in fund shares                                       -      1,368        509         432    35,316
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges - Valuemark II                         -        221        106          94     9,928
 Mortality and expense risk charges - Valuemark IV                         -          -          -           -         7
 Administrative charges - Valuemark II                                     -         27         13          11     1,193
 Administrative charges - Valuemark IV                                     -          -          -           -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                                                       -        248        119         105    11,128
      Investment income (loss), net                                        -      1,120        390         327    24,188
Realized   gains  (losses)  and  unrealized   appreciation   
(depreciation) on investments:
 Realized capital gain distributions on mutual funds                       -        219        118          60    37,310
 Realized gains (losses) on sales of investments, net                      2        283        197         475    16,457
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on investments, net                          2        502        315         535    53,767
 Net change in unrealized appreciation (depreciation) on investments                 14       (584)        146        23
(55,701)
      Total realized gains (losses) and unrealized appreciation 
(depreciation) on investments, net                                        16        (82)       461         558    (1,934)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations                    $16      1,038        851         885    22,254
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements  of Changes in Net Assets For the years ended  December  31, 1998 and
1997 (In thousands)
                                                            Global Health       Global Utilities
                                 Capital Growth Fund    Care Securities Fund     Securities Fund   Growth and Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998       1997         1998      1997        1998      1997        1998      1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>          <C>       <C>         <C>       <C>         <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net    ($125)      (64)           -         -        2,287     3,392       2,168     2,066
  Realized gains (losses) on
 investments, net                    287        92            1         -        9,083     9,199      13,649     7,354
  Net change in unrealized
 appreciation (depreciation)
 on investments                    1,864       670           35         -       (3,678)    7,826      (8,207)   15,947
- ---------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) in net
 assets from operations            2,026       698           36         -        7,692    20,417       7,610    25,367
 Contract transactions -
 Valuemark II (note 4):
   Purchase payments               2,983     3,011            1         -        1,613     1,846       7,159    10,533
   Transfers between funds         4,392     2,196          250         -       (1,689)   (9,521)      2,872     4,602
   Surrenders and terminations    (1,877)     (237)           -         -      (22,589)  (20,611)    (26,820)  (17,705)
   Rescissions                       (17)      (33)           -         -         (109)       (4)       (167)     (126)
   Other transactions (note 2)       180         3            -         -           64       145         253        78
- ---------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) in net
 assets resulting from contract
 transactions - Valuemark II       5,661     4,940          251         -      (22,710)  (28,145)    (16,703)   (2,618)
 Contract transactions -
 Valuemark IV (note 4):
   Purchase payments                 206         -           77         -           44         -         347         -
   Transfers between funds            32         -            4         -           11         -          92         -
   Surrenders and terminations         -         -            -         -            -         -          (1)        -
   Rescissions                         -         -            -         -            -         -          (1)        -
   Other transactions (note 2)         -         -            -         -            -         -           -         -
- ---------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) in net
 assets resulting from contract
 transactions - Valuemark IV         238         -           81         -           55         -         437         -
Increase (decrease) in net assets  7,925     5,638          368         -      (14,963)   (7,728)     (8,656)   22,749
Net assets at beginning of year    8,167     2,529            -         -       95,497   103,225     121,570     98,821
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year        $16,092     8,167          368         -       80,534    95,497     112,914   121,570
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998 and 1997
(In thousands)

                                                                                                       Mutual Discovery
                                  High Income Fund   Income Securities Fund    Money Market Fund        Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997         1998      1997         1998      1997        1998       1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>          <C>       <C>          <C>       <C>         <C>        <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $  3,336     2,753        5,905     5,816        1,127     1,215          (3)      (78)
  Realized gains (losses) on
 investments, net                    314     1,241        3,814     3,637            -         -          64        15
  Net change in unrealized appreciation
 (depreciation) on investments    (3,777)      (99)      (9,694)    4,604            -         -      (1,320)      771
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
 assets from operations             (127)    3,895           25    14,057        1,127     1,215      (1,259)      708
 Contract transactions -
 Valuemark II (note 4):
   Purchase payments               5,061     6,687        5,484     7,073        9,399    14,086       3,318     4,882
   Transfers between funds          (862)     (631)      (3,061)   (2,645)       6,983    (6,695)      1,746     5,667
   Surrenders and terminations   (11,159)   (6,845)     (20,428)  (16,530)     (15,831)  (11,292)     (2,175)     (427)
   Rescissions                       (67)     (120)        (109)      (78)        (392)      (53)        (57)      (29)
   Other transactions (note 2)        13        56           29        39           22       112          18        (9)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark II                     (7,014)     (853)     (18,085)  (12,141)         181    (3,842)      2,850    10,084
 Contract transactions -
 Valuemark IV (note 4):
   Purchase payments                 412         -          257         -          269         -         153         -
   Transfers between funds            91         -           94         -         (104)        -          18         -
   Surrenders and terminations        (1)        -            -         -            -         -           -         -
   Rescissions                         -         -            -         -            -         -           -         -
   Other transactions (note 2)         -         -            -         -            -         -           -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark IV                        502         -          351         -          165         -         171         -
Increase (decrease) in net assets (6,639)    3,042      (17,709)    1,916        1,473    (2,627)      1,762    10,792
Net assets at beginning of year   44,963    41,921      100,025    98,109       29,881    32,508      11,070       278
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year       $ 38,324    44,963       82,316   100,025       31,354    29,881      12,832    11,070
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998 and 1997
(In thousands)

                                    Mutual Shares        Natural Resources
                                   Securities Fund        Securities Fund  Real Estate Securities Fund Rising Dividends Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997         1998      1997         1998      1997          1998       1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>          <C>       <C>          <C>       <C>          <C>        <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net     ($83)     (151)           4         9          609       332        (213)       19
  Realized gains (losses) on
 investments, net                    303        15         (613)     (353)       1,784     1,390      12,765     3,916
  Net change in unrealized
 appreciation (depreciation)
 on investments                     (929)    1,716         (747)   (1,172)      (6,791)    2,407      (9,268)   12,343
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
 assets from operations             (709)    1,580       (1,356)   (1,516)      (4,398)    4,129       3,284    16,278
 Contract transactions -
 Valuemark II (note 4):
   Purchase payments               6,717    11,012          685       496        1,188     2,849       7,196     7,130
   Transfers between funds         4,383     9,916         (306)     (698)      (1,790)    1,804       2,318     4,129
   Surrenders and terminations    (5,431)     (992)        (787)   (1,164)      (5,162)   (2,578)    (15,723)   (9,509)
   Rescissions                       (84)      (95)           -       (10)         (20)      (10)       (104)      (36)
   Other transactions (note 2)        84        (5)           1         2          (10)        3         230       115
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark II                      5,669    19,836         (407)   (1,374)      (5,794)    2,068      (6,083)    1,829
 Contract transactions -
 Valuemark IV (note 4):
   Purchase payments                 311         -           56         -           30         -         269         -
   Transfers between funds           107         -            -         -            5         -          58         -
   Surrenders and terminations         -         -            -         -            -         -           -         -
   Rescissions                         -         -            -         -            -         -           -         -
   Other transactions (note 2)         -         -            -         -            -         -           -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark IV                        418         -           56         -           35         -         327         -
Increase (decrease) in net assets  5,378    21,416       (1,707)   (2,890)     (10,157)    6,197      (2,472)   18,107
Net assets at beginning of year   21,858       442        5,299     8,189       26,532    20,335      70,041    51,934
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year        $27,236    21,858        3,592     5,299       16,375    26,532      67,569    70,041
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998 and 1997
(In thousands)

                                                       Templeton Developing     Templeton Global          Templeton
                                   Small Cap Fund       Markets Equity Fund   Asset Allocation Fund  Global Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997         1998      1997         1998      1997        1998       1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>          <C>       <C>          <C>       <C>         <C>        <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net    ($199)     (113)         161       (36)         114        24         476        60
  Realized gains (losses) on
 investments, net                    935       494         (440)      412          370       132       4,755       684
  Net change in unrealized
 appreciation (depreciation)
 on investments                   (1,359)      821       (2,104)   (2,170)        (572)      293      (2,835)    2,887
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
 assets from operations             (623)    1,202       (2,383)   (1,794)         (88)      449       2,396     3,631
 Contract transactions -
 Valuemark II (note 4):
   Purchase payments               2,596     3,879          560     2,943          667     1,533       3,461     7,275
   Transfers between funds         1,577     4,438       (2,638)      192       (1,307)      632      (2,518)    2,733
   Surrenders and terminations    (2,847)     (814)      (1,536)   (1,291)        (791)     (504)     (6,107)   (3,295)
   Rescissions                       (25)      (48)          (5)      (25)         (13)      (18)        (56)     (128)
   Other transactions (note 2)                  91           (4)       (3)          (3)        -          (1)      (20)
45
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark II                      1,392     7,451       (3,622)    1,816       (1,444)    1,642      (5,240)    6,630
 Contract transactions -
 Valuemark IV (note 4):
   Purchase payments                 106         -           41         -           13         -          81         -
   Transfers between funds             6         -            -         -            2         -          85         -
   Surrenders and terminations        (1)        -            -         -            -         -           -         -
   Rescissions                         -         -            -         -            -         -           -         -
   Other transactions (note 2)         -         -            -         -            -         -           -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark IV                        111         -           41         -           15         -         166         -
Increase (decrease) in net assets    880     8,653       (5,964)       22       (1,517)    2,091      (2,678)   10,261
Net assets at beginning of year   14,022     5,369       11,992    11,970        5,850     3,759      39,364    29,103
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year        $14,902    14,022        6,028    11,992        4,333     5,850      36,686    39,364
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998 and 1997
(In thousands)

                                  Templeton Global           Templeton          Templeton International     Templeton
                               Income Securities Fund International Equity Fund Smaller Companies Fund  Pacific Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997         1998      1997          1998     1997         1998     1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>          <C>       <C>           <C>      <C>          <C>      <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net   $  955     1,158       1,102        978           15       (13)        254       151
  Realized gains (losses) on
 investments, net                     (2)      111        7,567     6,035          (33)       38      (3,085)     (474)
  Net change in unrealized appreciation
 (depreciation) on investments      (103)   (1,107)      (5,800)      211         (190)     (109)        987    (7,415)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
 assets from operations              850       162        2,869     7,224         (208)      (84)     (1,844)   (7,738)
 Contract transactions -
 Valuemark II (note 4):
   Purchase payments                 547     1,089        1,430     5,493          103       964         182       502
   Transfers between funds        (1,413)   (2,668)      (7,532)     (443)        (348)      577      (1,806)   (4,197)
   Surrenders and terminations    (4,077)   (3,152)     (14,571)  (10,782)        (357)     (304)     (1,677)   (2,904)
   Rescissions                       (15)       (3)         (58)      (50)           -         -          (5)      (14)
   Other transactions (note 2)        25        30           82       161            1         -          (5)       (4)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark II                     (4,933)   (4,704)     (20,649)   (5,621)        (601)    1,237      (3,311)   (6,617)
 Contract transactions -
 Valuemark IV (note 4):
   Purchase payments                  41         -          127         -           31         -          44         -
   Transfers between funds             4         -            8         -            2         -          (3)        -
   Surrenders and terminations         -         -            -         -            -         -           -         -
   Rescissions                         -         -            -         -            -         -           -         -
   Other transactions (note 2)         -         -            -         -            -         -           -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark IV                         45         -          135         -           33         -          41         -
Increase (decrease) in net assets (4,038)   (4,542)     (17,645)    1,603         (776)    1,153      (5,114)  (14,355)
Net assets at beginning of year   18,177    22,719       71,965    70,362        1,875       722      11,793    26,148
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year        $14,139    18,177       54,320    71,965        1,099     1,875       6,679    11,793
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998 and 1997
(In thousands)

                                   U.S. Government              Value
                                   Securities Fund         Securities Fund   Zero Coupon Fund - 2000 Zero Coupon Fund - 2005
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997          1998      1997        1998      1997         1998      1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>           <C>       <C>         <C>       <C>          <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $  4,461     3,794            -         -        1,120     1,246         390       366
  Realized gains (losses) on
 investments, net                    895       352            2         -          502       262         315       200
  Net change in unrealized appreciation
 (depreciation) on investments      (812)    2,712           14         -         (584)     (281)        146       131
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
 assets from operations            4,544     6,858           16         -        1,038     1,227         851       697
 Contract transactions -
 Valuemark II (note 4):
   Purchase payments               3,571     5,076           21         -          345       839       1,287       767
   Transfers between funds          (301)   (6,248)         115         -         (941)   (1,349)        727      (735)
   Surrenders and terminations   (22,669)  (18,871)           -         -       (6,689)   (4,616)     (1,750)   (1,730)
   Rescissions                      (118)      (49)           -         -          (10)        -        (180)        -
   Other transactions (note 2)        31       (14)           -         -           (7)       18          31        (4)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark II                    (19,486)  (20,106)         136         -       (7,302)   (5,108)        115    (1,702)
 Contract transactions -
 Valuemark IV (note 4):
   Purchase payments                 492         -          124         -           27         -          47         -
   Transfers between funds            41         -           34         -           25         -           4         -
   Surrenders and terminations         -         -            -         -            -         -           -         -
   Rescissions                        (3)        -            -         -            -         -           -         -
   Other transactions (note 2)         -         -            -         -            -         -           -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
 net assets resulting from
 contract transactions -
 Valuemark IV                        530         -          158         -           52         -          51         -
Increase (decrease) in net assets(14,412)  (13,248)         310         -       (6,212)   (3,881)      1,017    (1,005)
Net assets at beginning of year   86,937   100,185            -         -       21,204    25,085       7,772     8,777
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year       $ 72,525    86,937          310         -       14,992    21,204       8,789     7,772
- ---------------------------------------------------------------------------------------------------------------------------
<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 (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998 and 1997
(In thousands)

                                                                             Zero Coupon Fund - 2010   Total All Funds
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                 1998      1997        1998      1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>       <C>         <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                                                $   327       310      24,188    23,234
  Realized gains (losses) on investments, net                                      535       199      53,767    34,951
  Net change in unrealized appreciation (depreciation) on investments               23       407     (55,701)   41,393
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net assets from operations                        885       916      22,254    99,578
 Contract transactions - Valuemark II (note 4):
  Purchase payments                                                                873       794      66,447   100,759
  Transfers between funds                                                          381    (1,056)       (768)        -
  Surrenders and terminations                                                   (1,759)     (922)   (192,812) (137,075)
  Rescissions                                                                       (7)        -      (1,618)     (929)
  Other transactions (note 2)                                                       (4)       (4)      1,106       759
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net assets resulting from contract
 transactions - Valuemark II                                                      (516)   (1,188)   (127,645)  (36,486)
 Contract transactions - Valuemark IV (note 4):
  Purchase payments                                                                 92         -       3,697         -
  Transfers between funds                                                            -         -         616         -
  Surrenders and terminations                                                        -         -          (3)        -
  Rescissions                                                                        -         -          (4)        -
  Other transactions (note 2)                                                        -         -           -         -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net assets resulting from contract
transactions - Valuemark IV                                                         92         -       4,306         -
Increase (decrease) in net assets                                                  461      (272)   (101,085)   63,092
Net assets at beginning of year                                                  7,220     7,492     833,074   769,982
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                                                      $ 7,681     7,220     731,989   833,074
- ---------------------------------------------------------------------------------------------------------------------------
<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, 1998




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. and its Templeton and Franklin affiliates, 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.

Two Fixed Account  investment options are available to deferred annuity contract
owners.  A Flexible Fixed Option is available to all deferred  annuity  contract
owners and a Dollar Cost Averaging  Option is available to Valuemark IV deferred
annuity contract owners. These accounts are comprised of equity and fixed income
investments  which are part of the general  obligations  of Preferred  Life. The
liabilities  of the  Fixed  Accounts  are  part of the  general  obligations  of
Preferred  Life and are not included in the  Variable  Account.  The  guaranteed
minimum rate of return on the Fixed Accounts is 3%.




<PAGE>



2. SIGNIFICANT ACCOUNTING POLICIES (cont.)

Investments (cont.)

The Global Health Care Securities  Fund and Value  Securities Fund were added as
available  investment  options on August 17, 1998.  On May 1, 1998,  the Utility
Equity Fund name was changed to Global  Utilities  Securities Fund. The Precious
Metals  Fund name was  changed to Natural  Resources  Securities  Fund on May 1,
1997.

Expenses

Asset Based Expenses

A mortality and expense risk charge is deducted  from the Variable  Account on a
daily basis.  The charge is equal, on an annual basis, to 1.25% of the daily net
assets of Valuemark II and 1.34% of the daily net assets of Valuemark IV.

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

Contract Based Expenses

A contract  maintenance  charge is paid by the contract owner annually from each
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, 1998 and 1997
were $487,077and $478,510, respectively. These contract charges are reflected in
the Statements of Changes in Net Assets as other transactions.

A contingent  deferred  sales charge is deducted from the contract  value at the
time of a  surrender.  This  charge  applies  only to a  surrender  of  purchase
payments  received  within five years of the date of surrender  for Valuemark II
contracts  and within  seven years of the date of  surrender  for  Valuemark  IV
contracts.  For this  purpose,  purchase  payments are  allocated on a first-in,
first-out  basis.  The  amount  of  the  contingent  deferred  sales  charge  is
calculated by: (a) allocating purchase payments to the amount  surrendered;  and
(b)  multiplying  each allocated  purchase  payment that has been held under the
contract for the period shown below by the charge shown below:

     Years Since            Contingent Deferred Sales Charge
- --------------------------------------------------------------------------------
       Payment               Valuemark II      Valuemark IV
- --------------------------------------------------------------------------------
         0-1                      5%                6%
         1-2                      5%                6%
         2-3                      4%                6%
         3-4                      3%                5%
         4-5                      1.5%              4%
         5-6                      0%                3%
         6-7                      0%                2%
         7+                       0%                0%

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




<PAGE>



2. SIGNIFICANT ACCOUNTING POLICIES (cont.)

Contract Based Expenses (cont.)

A Valuemark II deferred  annuity  contract owner may, not more  frequently  than
once  annually on a cumulative  basis,  make a surrender  each  contract year of
fifteen  percent (15%) of purchase  payments  paid,  less any prior  surrenders,
without  incurring a contingent  deferred sales charge.  A Valuemark IV deferred
annuity contract owner may make multiple  surrenders,  each year after the first
contract  year,  up to  fifteen  percent  (15%) of the  contract  value  without
incurring a contingent  deferred  sales  charge.  For a partial  surrender,  the
contingent  deferred  sales charge will be deducted from the remaining  contract
value, if sufficient; otherwise it will be deducted from the amount surrendered.
Total  contingent  deferred  sales  charges paid by the contract  owners for the
years ended December 31, 1998 and 1997 were $941,938 and $983,164, 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, 1998 and 1997 were
$1,945 and $4,226, respectively. Transfer charges are reflected in the Statement
of Changes  in Net  Assets as other  transactions.  Net  transfers  to the Fixed
Accounts were $152,026 for the year ended December 31, 1998.

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 Valuemark II deferred  annuity  contracts,  a systematic  withdrawal  plan is
available  which allows an owner to withdraw up to nine percent (9%) of purchase
payments less prior  surrenders  annually,  paid monthly or  quarterly,  without
incurring a contingent  deferred sales charge.  The systematic  withdrawal  plan
available to Valuemark IV deferred  annuity contract owners allows up to fifteen
percent  (15%)  of the  contract  value  withdrawn  annually,  paid  monthly  or
quarterly, without incurring a contingent deferred sales charge. The exercise of
the  systematic  withdrawal  plan in any contract  year replaces the 15% penalty
free privilege for that year for all deferred annuity contracts.

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


3. FEDERAL INCOME TAXES

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

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



<PAGE>


4.  CONTRACT   TRANSACTIONS   -   ACCUMULATION   UNIT  ACTIVITY  (In  thousands)
Transactions  in units for each fund for the years ended  December  31, 1998 and
1997 were as follows: <TABLE> <CAPTION>
                                              Global     Global                                           Mutual    Mutual
                                    Capital Health Care Utilities  Growth and  High     Income   Money   Discovery  Shares
                                    Growth  Securities Securities    Income   Income  Securities Market Securities Securities
                                     Fund      Fund       Fund        Fund     Fund      Fund    Fund      Fund      Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>        <C>         <C>      <C>       <C>     <C>       <C>       <C>
Valuemark II
Accumulation units outstanding
 at December 31, 1996                 225          -      4,998      5,070    2,164     4,519   2,433        27       43
Contract transactions:
  Purchase payments                   241          -         86        483      330       309   1,035       428      981
  Transfers between funds             178          -       (449)       210      (44)     (119)   (487)      511      893
  Surrenders and terminations         (19)         -       (943)      (809)    (337)     (717)   (830)      (38)     (86)
  Rescissions                          (3)         -          -         (6)      (6)       (3)     (4)       (3)      (8)
  Other transactions                    -          -          7          4        3         2       8        (1)       -
- ---------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) in
 accumulation units resulting
 from contract transactions           397          -     (1,299)      (118)     (54)     (528)   (278)      897    1,780
Accumulation units outstanding
 at December 31, 1997                 622          -      3,699      4,952    2,110     3,991   2,155       924    1,823
- ---------------------------------------------------------------------------------------------------------------------------
Contract transactions:
  Purchase payments                   215          -         61        281      233       219     657       261      541
  Transfers between funds             303         26        (64)       110      (37)     (125)    505       128      349
  Surrenders and terminations        (135)         -       (851)    (1,058)    (521)     (819) (1,123)     (184)    (450)
  Rescissions                          (1)         -         (4)        (6)      (3)       (4)    (28)       (4)      (6)
  Other transactions                   12          -          2         10        1         1       2         2        7
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation
 units resulting from contract
 transactions                         394         26       (856)      (663)    (327)     (728)     13       203      441
Accumulation units outstanding
 at December 31, 1998               1,016         26      2,843      4,289    1,783     3,263   2,168     1,127    2,264
- ---------------------------------------------------------------------------------------------------------------------------
Valuemark IV
Accumulation units outstanding
 at December 31, 1997                   -          -         -          -        -         -       -         -        -
Contract transactions:
  Purchase payments                    15          8         2         14       21        11      19        15       29
  Transfers between funds               2          -         -          3        4         3      (7)        2        9
  Surrenders and terminations           -          -         -          -        -         -       -         -        -
  Rescissions                           -          -         -          -        -         -       -         -        -
  Other transactions                    -          -         -          -        -         -       -         -        -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation
 units resulting from contract
 transactions                          17          8         2         17       25        14      12        17       38
Accumulation units outstanding
 at December 31, 1998                  17          8         2         17       25        14      12        17       38
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

4. CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (In thousands) (cont.)
<TABLE>
<CAPTION>

                               Natural    Real                     Templeton     Templeton  Templeton  Templeton    Templeton
                              Resources  Estate    Rising   Small  Developing   Global Asset Global  Global Income International
                             Securities Securities Dividends Cap  Markets Equity Allocation  Growth   Securities      Equity
                                Fund     Fund       Fund    Fund      Fund        Fund        Fund       Fund          Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>      <C>       <C>      <C>      <C>          <C>         <C>        <C>           <C>
Valuemark II
Accumulation units outstanding
 at December 31, 1996             566      859    3,394      416     1,042        300        2,146        1,354      4,375
Contract transactions:
  Purchase payments                37      114      399      275       231        114          489           65        313
  Transfers between funds         (58)      72      225      310        (9)        48          184         (160)       (23)
  Surrenders and terminations     (86)    (103)    (533)     (59)     (102)       (37)        (219)        (189)      (608)
  Rescissions                      (1)       -       (2)      (4)       (2)        (1)          (9)           -         (3)
  Other transactions                -        -        6        -         -          -            3            2          9
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 accumulation units resulting
 from contract transactions               (108)      83       95       522        118          124          448       (282)
(312)
Accumulation units outstanding
 at December 31, 1997             458      942    3,489      938     1,160        424        2,594        1,072      4,063
- ---------------------------------------------------------------------------------------------------------------------------
Contract transactions:
  Purchase payments                66       44      345      171        59         47          213           32         76
  Transfers between funds         (33)     (73)     103       96      (295)       (94)        (177)         (82)      (429)
  Surrenders and terminations              (76)    (204)    (767)     (198)      (174)         (58)        (387)      (235)
(773)
  Rescissions                       -       (1)      (5)      (2)       (1)        (1)          (3)          (1)        (3)
  Other transactions                -        -       11        7         -          -           (1)           1          4
- ---------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) in
 accumulation units resulting
 from contract transactions                (43)    (234)    (313)       74       (411)        (106)        (355)      (285)
(1,125)
Accumulation units outstanding
 at December 31, 1998             415      708    3,176    1,012       749        318        2,239          787      2,938
- ---------------------------------------------------------------------------------------------------------------------------
Valuemark IV
Accumulation units outstanding
 at December 31, 1997               -        -        -        -         -          -           -            -          -
Contract transactions:
  Purchase payments                 7        1       14        9         5          1           5            2          8
  Transfers between funds           -        -        3        -         -          -           5            -          -
  Surrenders and terminations       -        -        -        -         -          -           -            -          -
  Rescissions                       -        -        -        -         -          -           -            -          -
  Other transactions                -        -        -        -         -          -           -            -          -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 accumulation units resulting
 from contract transactions         7        1       17        9         5          1          10            2          8
Accumulation units outstanding
 at December 31, 1998               7        1       17        9         5          1          10            2          8
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

4. CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (In thousands) (cont.)
<TABLE>
<CAPTION>

                                                Templeton
                                              International Templeton    U.S.                Zero    Zero    Zero
                                                 Smaller     Pacific  Government   Value    Coupon  Coupon  Coupon   Total
                                                Companies    Growth   Securities Securities Fund -  Fund -  Fund -    All
                                                  Fund        Fund       Fund      Fund      2000    2005    2010    Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>        <C>       <C>       <C>     <C>     <C>     <C>
Valuemark II
Accumulation units outstanding at December 31,     65        1,751      6,017        -      1,358     428     348  43,898
1996
Contract transactions:
  Purchase payments                                84           37        297        -         44      36      34   6,462
  Transfers between funds                          50         (324)      (370)       -        (72)    (37)    (49)    480
  Surrenders and terminations                     (26)        (212)    (1,096)       -       (244)    (82)    (41) (7,416)
  Rescissions                                       -           (1)        (3)       -          -       -       -     (59)
  Other transactions                                -            -         (1)       -          1       -       -      43
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units
 resulting from contract transactions             108         (500)    (1,173)       -       (271)    (83)    (56)   (490)
Accumulation units outstanding at December 31,    173        1,251      4,844        -      1,087     345     292  43,408
1997
- ---------------------------------------------------------------------------------------------------------------------------
Contract transactions:
  Purchase payments                                 9           21        194        3         17      55      34   3,854
  Transfers between funds                         (35)        (232)       (20)      16        (47)     30      13     (64)
  Surrenders and terminations                     (33)        (217)    (1,227)       -       (334)    (74)    (67) (9,965)
  Rescissions                                       -           (1)        (6)       -          -      (8)      -     (88)
  Other transactions                                -           (1)         2        -          -        1      -      61
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units
 resulting from contract transactions             (59)        (430)    (1,057)      19       (364)       4    (20) (6,202)
Accumulation units outstanding at December 31,    114          821      3,787       19        723      349    272  37,206
1998
- ---------------------------------------------------------------------------------------------------------------------------
Valuemark IV
Accumulation units outstanding at December 31,      -             -          -       -          -        -      -       -
1997
Contract transactions:
  Purchase payments                                 3             6         26      17          1        2      3     244
  Transfers between funds                           -             -          2       5          1        -      -      32
  Surrenders and terminations                       -             -          -       -          -        -      -       -
  Rescissions                                       -             -          -       -          -        -      -       -
  Other transactions                                -             -          -       -          -        -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in accumulation units
 resulting from contract transactions               3             6         28      22          2        2      3     276
Accumulation units outstanding at December 31, 1998 3             6         28      22          2        2      3     276
</TABLE>

<PAGE>


5. UNIT VALUES
<TABLE>

<CAPTION>
A summary of accumulation  unit values and  accumulation  units  outstanding for
variable  annuity  contracts and the expense ratios,  including  expenses of the
underlying  funds,  for each of the five years in the period ended  December 31,
1998 follows.

                                     Valuemark II                                         Valuemark IV
- ---------------------------------------------------------------------------------------------------------------------------
                   Accumulation                             Ratio of Expenses  Accumulation                        Ratio of Expenses
                 Units Outstanding Accumulation  Net Assets   to Average    Units Outstanding Accumulation  Net Assets   to Average
                  (in thousands)    Unit Value (in thousands) Net Assets*    (in thousands)   Unit Value  (in thousands) Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>        <C>           <C>              <C>            <C>          <C>           <C>
Capital Growth Fund
December 31,
 1998                  1,016        $15.574    $15,825           2.17%             17         $15.537         $267         2.26%
 1997                    622         13.130      8,167           2.17               -              -            -            -
 19961                   225         11.254      2,529           2.17+              -              -            -            -

Global Health Care Securities Fund
December 31,
 19982                    26         10.610        275           2.24+              8         10.604           93          2.33+

Global Utilities Securities Fund
December 31,
 1998                  2,843         28.308     80,480           1.90               2         28.082           54          1.99
 1997                  3,699         25.818     95,497           1.90               -             -             -            -
 1996                  4,998         20.654    103,225           1.90               -             -             -            -
 1995                  5,916         19.555    115,743           1.90               -             -             -            -
 1994                  6,317         15.104     35,415           1.92               -             -             -            -

Growth and Income Fund
December 31,
 1998                  4,289         26.226    112,466           1.89              17         25.993          448          1.98
 1997                  4,952         24.551    121,570           1.89               -             -             -            -
 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               -             -             -            -

High Income Fund
December 31,
 1998                  1,783         21.208     37,806           1.93              25         21.020          518          2.02
 1997                  2,110         21.312     44,963           1.93               -             -             -            -
 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               -             -             -            -

Income Securities Fund
December 31,
 1998                  3,263         25.122     81,970           1.89              14         24.898          346          1.98
 1997                  3,991         25.065    100,025           1.90               -             -             -            -
 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               -             -             -            -
</TABLE>

<PAGE>


5. UNIT VALUES (cont.)
<TABLE>
<CAPTION>
                                     Valuemark II                                         Valuemark IV
- ---------------------------------------------------------------------------------------------------------------------------
                   Accumulation                             Ratio of Expenses  Accumulation                        Ratio of Expenses
                 Units Outstanding Accumulation  Net Assets   to Average    Units Outstanding Accumulation  Net Assets   to Average
                  (in thousands)    Unit Value (in thousands) Net Assets*     (in thousands)   Unit Value (in thousands) Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>         <C>            <C>              <C>            <C>          <C>          <C>
Money Market Fund
December 31,
 1998                  2,168        $14.386    $31,188           1.85%             12        $14.260         $166          1.94%
 1997                  2,155         13.865     29,881           1.85               -          -                -            -
 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               -          -                -            -

Mutual Discovery Securities Fund
December 31,
 1998                  1,127         11.226     12,646           2.40              17         11.205          186          2.49
 1997                    924         11.983     11,070           2.46               -          -                -            -
 19963                    27         10.180        278           2.77+              -          -                -            -

Mutual Shares Securities Fund
December 31,
 1998                  2,264         11.837     26,789           2.17              38         11.814          447          2.26
 1997                  1,823         11.993     21,858           2.20               -          -                -            -
 19963                    43         10.330        442           2.40+              -          -                -            -

Natural Resources Securities Fund
December 31,
 1998                    415          8.505      3,536           2.04               7          8.430           56         2.13
 1997                    458         11.559      5,299           2.09               -          -                -           -
 1996                    566         14.467      8,189           2.05               -          -                -           -
 1995                    516         14.109      7,278           2.06               -          -                -           -
 1994                    647         13.979      9,050           2.08               -          -                -           -

Real Estate Securities Fund
December 31,
 1998                    708         23.107     16,340           1.94               1         22.901           35         2.03
 1997                    942         28.169     26,532           1.94               -          -                -           -
 1996                    859         23.668     20,335           1.97               -          -                -           -
 1995                    794         18.073     14,344           1.99               -          -                -           -
 1994                    900         15.594     14,035           2.02               -          -                -           -

Rising Dividends Fund
December 31,
 1998                  3,176         21.165     67,223           2.12              17         21.034          346         2.21
 1997                  3,489         20.074     70,041           2.14               -          -                -           -
 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               -          -                -           -

Small Cap Fund
December 31,
 1998                  1,012         14.600     14,771           2.17               9         14.558          131         2.26
 1997                    938         14.952     14,022           2.17               -          -                -           -
 19961                   416         12.913      5,369           2.17+              -          -                -           -
</TABLE>
<PAGE>

5. UNIT VALUES (cont.)
<TABLE>
<CAPTION>
                                     Valuemark II                                         Valuemark IV
- ---------------------------------------------------------------------------------------------------------------------------
                   Accumulation                           Ratio of Expenses   Accumulation                         Ratio of Expenses
                 Units Outstanding Accumulation  Net Assets   to Average   Units Outstanding Accumulation  Net Assets    to Average
                  (in thousands)    Unit Value (in thousands) Net Assets*    (in thousands)   Unit Value (in thousands)  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>          <C>          <C>               <C>          <C>           <C>           <C>
Templeton Developing Markets Equity Fund
December 31,
 1998                    749        $ 7.993    $ 5,983           2.81%              5        $ 7.958         $ 45         2.90%
 1997                  1,160         10.340     11,992           2.82               -          -                -           -
 1996                  1,042         11.487     11,970           2.89               -          -                -           -
 1995                    757          9.582      7,254           2.81               -          -                -           -
 19944                   591          9.454      5,589           2.93+              -          -                -           -

Templeton Global Asset Allocation Fund
December 31,
 1998                    318         13.589      4,317           2.24               1         13.543           16         2.33
 1997                    424         13.786      5,850           2.34               -          -                -           -
 1996                    300         12.514      3,759           2.26               -          -                -           -
 19955                    36         10.591        379           2.30+              -          -                -           -

Templeton Global Growth Fund
December 31,
 1998                  2,239         16.309     36,512           2.28              10         16.238          174         2.37
 1997                  2,594         15.176     39,364           2.28               -          -                -           -
 1996                  2,146         13.560     29,103           2.33               -          -                -           -
 1995                  1,416         11.339     16,061           2.37               -          -                -           -
 19944                   922         10.201      9,400           2.54+              -          -                -           -

Templeton Global Income Securities Fund
December 31,
 1998                    787         17.905     14,094           2.03               2         17.746           45         2.12
 1997                  1,072         16.957     18,177           2.02               -          -                -           -
 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               -          -                -           -

Templeton International Equity Fund
December 31,
 1998                  2,938         18.437     54,177           2.28               8         18.322          143         2.37
 1997                  4,063         17.711     71,965           2.29               -          -                -           -
 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               -          -                -           -

Templeton International Smaller Companies Fund
December 31,
 1998                    114          9.364      1,065           2.50               3          9.342           34         2.59
 1997                    173         10.825      1,875           2.46               -          -                -           -
 19961                    65         11.145        722           2.18+              -          -                -           -
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

5. UNIT VALUES (cont.)
                                     Valuemark II                                         Valuemark IV
- ---------------------------------------------------------------------------------------------------------------------------
                   Accumulation                           Ratio of Expenses   Accumulation                         Ratio of Expenses
                 Units Outstanding Accumulation  Net Assets   to Average    Units Outstanding Accumulation  Net Assets   to Average
                  (in thousands)    Unit Value (in thousands) Net Assets*    (in thousands)    Unit Value (in thousands) Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>          <C>          <C>              <C>           <C>           <C>          <C>
Templeton Pacific Growth Fund
December 31,
 1998                    821        $ 8.078    $ 6,633           2.50%              6        $ 8.028         $ 46         2.59%
 1997                  1,251          9.431     11,793           2.43               -          -                -           -
 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               -          -                -           -

U.S. Government Securities Fund
December 31,
 1998                  3,787         19.014     71,990           1.90              28         18.847          535         1.99
 1997                  4,844         17.947     86,937           1.90               -          -                -           -
 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               -          -                -           -

Value Securities Fund
December 31,
 19982                    19          7.717        143           2.52+             22          7.713          167         2.61+

Zero Coupon Fund - 2000
December 31,
 1998                    723         20.684     14,941           1.80               2         20.502           51         1.89
 1997                  1,087         19.512     21,204           1.80               -          -                -           -
 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               -          -                -           -

Zero Coupon Fund - 2005
December 31,
 1998                    349         25.003      8,739           1.80               2         24.786           50         1.89
 1997                    345         22.532      7,772           1.80               -          -                -           -
 1996                    428         20.517      8,777           1.80               -          -                -           -
 1995                    456         20.914      9,531           1.80               -          -                -           -
 1994                    403         16.096      6,483           1.80               -          -                -           -

Zero Coupon Fund - 2010
December 31,
 1998                    272         27.920      7,588           1.80               3         27.674           93         1.89
 1997                    292         24.740      7,220           1.80               -          -                -           -
 1996                    348         21.522      7,492           1.80               -          -                -           -
 1995                    371         22.431      8,329           1.80               -          -                -           -
 1994                    252         15.930      4,008           1.80               -          -                -           -

<FN>
*For the year ended December 31, including the effect of the expenses of the underlying funds.
+Annualized.
1Period from June 10, 1996 (fund commencement) to December 31, 1996.
2Period from August 17, 1998 (fund commencement) to December 31, 1998.
3Period from December 2, 1996 (fund commencement) to December 31, 1996.
4Period from April 25, 1994 (fund commencement) to December 31, 1994.
5Period from August 4, 1995 (fund commencement) to December 31, 1995.
</FN>
</TABLE>






                        PREFERRED LIFE INSURANCE COMPANY
                                   OF NEW YORK


                              Financial Statements


                           December 31, 1998 and 1997
<PAGE>

PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
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 as of December 31, 1998 and 1997, and the related statements
of income, comprehensive income, stockholder's equity and cash flows for each of
the years in the  three-year  period ended  December 31, 1998.  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,  1998 and 1997,  and the results of its
operations  and its cash  flows for each of the years in the  three-year  period
ended  December 31, 1998,  in  conformity  with  generally  accepted  accounting
principles.

                                           KPMGPeat Marwick LLF

Minneapolis, Minnesota
February 5, 1999


<PAGE>
<TABLE>
<CAPTION>

PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Financial Statements
Balance Sheets
December 31, 1998 and 1997
(In thousands except share data)
                                                                                                     1998        1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>         <C>  
Assets
  Investments:
  Fixed maturities, at market                                                                      $ 38,784     30,106
  Equity securities, at market                                                                        1,752          0
  Certificates of deposit and short-term securities                                                  10,069        698
- ---------------------------------------------------------------------------------------------------------------------------
Total investments                                                                                    50,605     30,804
Cash                                                                                                  6,135      5,321
Receivables                                                                                           3,595      5,006
Reinsurance receivable:
 Recoverable on future benefit reserves                                                                 156        166
 Recoverable on unpaid claims                                                                         9,545     10,537
 Receivable on paid claims                                                                            1,935      2,500
Deferred acquisition costs                                                                           33,387     37,447
Other assets                                                                                          4,805      6,976
- ---------------------------------------------------------------------------------------------------------------------------
Assets, exclusive of separate account assets                                                        110,163     98,757
Separate account assets                                                                             732,046    833,083
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                       $842,209    931,840
Liabilities and Stockholder's Equity
Liabilities:
 Future benefit reserves:
  Life                                                                                              $ 1,827      1,362
  Annuity                                                                                             7,716        634
 Policy and contract claims                                                                          27,278     30,758
 Unearned premiums                                                                                      913      1,590
 Other policyholder funds                                                                             3,551      1,230
 Reinsurance payable                                                                                  1,497      2,116
 Deferred income taxes                                                                                9,977     10,173
 Accrued expenses and other liabilities                                                               3,894      3,111
 Commissions due and accrued                                                                            622        930
 Payable to parent                                                                                    3,403      3,182
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities, exclusive of separate account liabilities                                               60,678     55,086
Separate account liabilities                                                                        732,046    833,083
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                                   792,724    888,169
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
 Retained earnings                                                                                   31,052     25,455
 Accumulated other comprehensive income                                                                 933        716
- ---------------------------------------------------------------------------------------------------------------------------
Total stockholder's equity                                                                           49,485     43,671
Commitments and contingencies (notes 6, 11 and 12)
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholder's equity                                                         $842,209    931,840
<FN>

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Financial Statements (continued)
Statements of Income
Years ended December 31, 1998, 1997 and 1996
(In thousands)
                                                                                         1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>           <C>       <C> 
Revenue:
 Life insurance premiums                                                               $ 7,115        8,866      9,174
 Annuity considerations                                                                 12,643       12,791     11,725
 Accident and health premiums                                                           21,148       22,114     22,105
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums and considerations                                                       40,906       43,771     43,004
 Premiums ceded                                                                         11,427       12,939     11,574
- ---------------------------------------------------------------------------------------------------------------------------
Net premiums and considerations                                                         29,479       30,832     31,430
 Investment income, net                                                                  2,021        1,626      1,220
 Realized investment gains (losses)                                                      1,003           (1)       (62)
 Other income                                                                               62           93          0
- ---------------------------------------------------------------------------------------------------------------------------
Total revenue                                                                           32,565       32,550     32,588
Benefits and expenses:
 Life insurance benefits                                                                 3,508        5,074      5,971
 Annuity benefits                                                                          351          323        202
 Accident and health insurance benefits                                                 10,579       14,709     13,406
- ---------------------------------------------------------------------------------------------------------------------------
Total benefits                                                                          14,438       20,106     19,579
 Benefit recoveries                                                                      5,770        9,200      6,614
- ---------------------------------------------------------------------------------------------------------------------------
Net benefits                                                                             8,668       10,906     12,965
 Commissions and other agent compensation                                                7,091        8,295      8,596
 General and administrative expenses                                                     4,148        4,018      3,576
 Taxes, licenses and fees                                                                  187          654        688
 Change in deferred acquisition costs, net                                               4,060          798        341
- ---------------------------------------------------------------------------------------------------------------------------
Total benefits and expenses                                                             24,154       24,671     26,166
Income from operations before income taxes                                               8,411        7,879      6,422
Income tax expense (benefit):
 Current                                                                                 3,126        1,573        435
 Deferred                                                                                 (312)       1,029      2,396
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax expense                                                                 2,814        2,602      2,831
Net income                                                                             $ 5,597        5,277      3,591
<FN>

See   accompanying   notes  to   financial statements.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Financial Statements (continued)
Statements of Comprehensive  
Income Years ended December 31, 1998, 1997 and 1996
(In thousands)
                                                                                         1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>           <C>        <C>  
Net income                                                                              $5,597        5,277      3,591
- ---------------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss):
 Unrealized gains (losses) on fixed maturities and equity securities:
  Unrealized holding gains (losses) arising during the period net of tax of $468 in 1998,
   $403 in 1997, and $(188) in 1996                                                        869          749       (348)
 Reclassification adjustment for realized (gains) losses included in net income, net of tax
  of $351 in 1998, $0 in 1997, and $(22) in 1996                                          (652)           1         40
- ---------------------------------------------------------------------------------------------------------------------------
Total other comprehensive income (loss)                                                    217          750       (308)
Total comprehensive income                                                              $5,814        6,027      3,283
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Financial Statements (continued)
Statements of Stockholder's Equity
Years ended December 31, 1998, 1997 and 1996
(In thousands)
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>          <C>        <C>    
Common stock:
 Balance at beginning and end of year                                                  $ 2,000        2,000      2,000
- ---------------------------------------------------------------------------------------------------------------------------
Additional paid-in capital:
 Balance at beginning and end of year                                                   15,500       15,500     15,500
- ---------------------------------------------------------------------------------------------------------------------------
Retained earnings:
 Balance at beginning of year                                                           25,455       20,178     16,587
 Net income                                                                              5,597        5,277      3,591
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                 31,052       25,455     20,178
Accumulated other comprehensive income (loss):
 Balance at beginning of year                                                              716          (34)       274
 Net unrealized gain (loss) during the year, net of deferred federal income taxes                       217        750
(308)
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                    933          716        (34)
Total stockholder's equity                                                             $49,485       43,671     37,644
Statements of Cash Flows
Years ended December 31, 1998, 1997 and 1996
(In thousands)
                                                                                         1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows provided by (used in) operating activities:
 Net income                                                                            $ 5,597        5,277      3,591
- ---------------------------------------------------------------------------------------------------------------------------
Adjustments  to reconcile net income to net cash provided by (used in) operating
activities:
 Realized (gains) losses on investments                                                 (1,003)           1         62
 Deferred federal income tax expense                                                      (312)       1,029      2,396
 Interest credited to policyholder account balances                                         42            0          0
 Change in:
  Receivables and other assets                                                           5,149       (4,283)     2,831
  Deferred acquisition costs                                                             4,060          798        341
  Future benefit reserves                                                                  829          452        944
  Policy and contract claims                                                            (3,480)         847       (353)
  Unearned premiums                                                                       (677)        (297)      (443)
  Other policyholder funds                                                               2,321          551        (12)
  Reinsurance payable                                                                     (619)         (17)       881
  Accrued expenses and other liabilities                                                   783          649     (1,523)
  Commissions due and accrued                                                             (308)         108         (2)
  Due to parent                                                                            221        2,080        439
 Depreciation and amortization                                                            (275)        (110)       (46)
- ---------------------------------------------------------------------------------------------------------------------------
Total adjustments                                                                        6,731        1,808      5,515
Net cash provided by operating activities                                               12,328        7,085      9,106
Cash flows provided by (used in) investing activities:
 Purchase of fixed maturities                                                          (28,065)      (8,680)    (8,525)
 Purchase of equity securities                                                          (2,105)           0          0
 Sale of fixed maturities                                                               20,414           81      2,654
 Sale of equity securities                                                                 553            0          0
 Other investments, net                                                                 (8,987)       1,859     (1,492)
- ---------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                                  (18,190)      (6,740)    (7,363)
Cash flows provided by financing activities:
 Policyholders' deposits to account balances                                             6,676            0          0
- ---------------------------------------------------------------------------------------------------------------------------
Net increase in cash                                                                       814          345      1,743
Cash at beginning of year                                                                5,321        4,976      3,233
- ---------------------------------------------------------------------------------------------------------------------------
Cash at end of year                                                                    $ 6,135        5,321      4,976
</TABLE>

<PAGE>


PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Notes to Financial Statements
(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 policies and individual  variable annuity contracts in six states and
the District of Columbia.  Based on 1998 revenue and consideration  volume, 19%,
43% and 38% of the Company's  business is life, annuity and accident and health,
respectively.  The Company's primary distribution channels are through strategic
alliances  with  third  party  marketing   organizations.   The  Company  has  a
significant relationship with The Franklin Templeton Group 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.

Traditional Life, Group Life and Group Accident and Health Insurance

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.

Variable Annuity Business

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.

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 1998, 1997 and
1996 were $8,763, $10,147, and $6,541, respectively.


<PAGE>
PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Notes to Financial Statements (continued)
(in thousands)
(1) Summary of Significant Accounting Policies (cont.)

Future Benefit Reserves

Future  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 benefit reserves for variable annuity products are carried at accumulated
contract values. Any additional  reserves for any death benefits that 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

The Company has  classified  all of its fixed  maturity and equity  portfolio as
"available-for-sale" and, accordingly, the securities are carried at fair value.

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, 1998 and 1997,  investments  with a carrying  value of $1,711
and  $1,645,  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.

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 underlying  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.

<PAGE>
PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Notes to Financial Statements (continued)
(in thousands)

(1) Summary of Significant Accounting Policies (cont.)

Receivables

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

Accounting Changes

In 1998, the Company adopted SFAS No. 130, Reporting Comprehensive Income. A 
Statement of Comprehensive Income is now included in these financial statements.

Accounting Pronouncements to be Adopted

In December 1997, the AICPA issued Statement of Position (SOP) 97-3,  Accounting
by Insurance and Other Enterprises for  Insurance-Related  Assessments.  The SOP
provides  guidance for  determining  when to recognize a liability  for guaranty
fund assessments, how to measure the liability and for determining when an asset
may be recognized  for premium tax offset  recoveries.  The SOP is effective for
years  beginning  after  December 15,  1998.  The Company will adopt SOP 97-3 on
January 1, 1999.  Adoption  of this SOP is not  expected  to have a  significant
impact on the financial statements.

Reclassifications

Certain  1997   balances  have  been   reclassified   to  conform  to  the  1998
presentation.


(2) Investments

Investments at December 31, 1998 consist of:

<TABLE>
                                                                                                               Amount
                                                                                  Amortized cost Estimated    shown on
                                                                                      or cost   fair value  balance sheet
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>           <C>         <C>  
Fixed maturities:
 U.S. government                                                                      $30,595       31,739      31,739
 Foreign government                                                                       499          496         496
 Corporate securities                                                                   5,227        5,263       5,263
 Mortgage backed securities                                                               957          972         972
 Public utilities                                                                         304          314         314
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                                $37,582       38,784      38,784
Equity securities:
 Common stocks:
  Banks, trusts and insurance companies                                                   101           85          85
  Industrial and miscellaneous                                                          1,417        1,667       1,667
- ---------------------------------------------------------------------------------------------------------------------------
  Total equity securities                                                             $ 1,518        1,752       1,752
Other investments:
 Short-term securities                                                                 10,069      XXXXXXX      10,069
- ---------------------------------------------------------------------------------------------------------------------------
  Total investments                                                                   $49,169      XXXXXXX      50,605
- ---------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Notes to Financial Statements (continued)
(in thousands)

(2) Investments (cont.)

At December 31, 1998 and 1997, the amortized cost, gross unrealized gains, gross
unrealized losses and estimated fair values of securities are as follows:

<TABLE>
                                                                                       Gross       Gross
                                                                         Amortized  unrealized  unrealized    Estimated
                                                                           cost        gains      losses     fair value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>           <C>         <C>          <C> 
  
1998:
 U.S. government                                                          $30,595       1,378          234      31,739
 Foreign government                                                           499           0            3         496
 Corporate securities                                                       5,227          39            3       5,263
 Mortgage backed securities                                                   957          15            0         972
 Public utilities                                                             304          10            0         314
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                     37,582       1,442          240      38,784
 Equity securities                                                          1,518         337          103       1,752
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                     $39,100       1,779          343      40,536
1997:
 U.S. government                                                          $28,189       1,070            3      29,256
 Mortgage backed securities                                                   815          35            0         850
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                    $29,004      $1,105          $ 3     $30,106
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The changes in  unrealized  gains on fixed  maturities  were $100,  $1,155,  and
$(475) for the years ended December 31, 1998, 1997 and 1996, respectively.

The change in  unrealized  gains from  equity  securities  was $234 for the year
ended December 31, 1998.

The amortized cost and estimated fair value of fixed  maturities at December 31,
1998, by contractual maturity,  are shown below. Expected maturities will differ
from  contractual  maturities  because  borrowers  may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>

                                                                                                 Amortized    Estimated
                                                                                                   cost      fair value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>          <C>   
 Due after one year through five years:                                                            $16,796      16,731
 Due after five years through ten years                                                             11,132      11,444
 Due after ten years                                                                                 8,697       9,637
 Mortgage backed securities                                                                            957         972
- ---------------------------------------------------------------------------------------------------------------------------
 Totals                                                                                            $37,582      38,784
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Proceeds from sales of investments in available-for-sale securities during 1998,
1997 and 1996 were  $20,967,  $81,  and  $2,654,  respectively.  Gross  gains of
$1,080,  $0, and $0 and gross losses of $77, $0, and $62 were  realized on sales
of available-for-sale securities in 1998, 1997 and 1996, respectively.

<PAGE>
PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Notes to Financial Statements (continued)
(in thousands)

(2) Investments (cont.)
<TABLE>

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

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>          <C>           <C>    
Interest:
 Fixed maturities                                                                      $1,592        1,494       1,132
 Short-term investments                                                                   393          168          98
Dividends:
 Equity securities                                                                         12            0           0
Other                                                                                      52           11           1
- ---------------------------------------------------------------------------------------------------------------------------
Total investment income                                                                 2,049        1,673       1,231
Investment expenses                                                                        28           47          11
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income                                                                  $2,021        1,626       1,220
</TABLE>

(3) Summary Table of Fair Value Disclosures

<TABLE>

                                                                                1998                         1997
- ---------------------------------------------------------------------------------------------------------------------------
                                                                         Carrying     Fair           Carrying    Fair
                                                                          Amount      Value           Amount     Value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>         <C>             <C>        <C>  
Financial assets
 Fixed maturities, at market
  U.S. government                                                         $31,739    $31,739         $29,256   $29,256
  Foreign government                                                          496        496               0         0
  Corporate securities                                                      5,263      5,263               0         0
  Mortgage backed securities                                                  972        972             850       850
  Public utilities                                                            314        314               0         0
 Equity securities                                                          1,752      1,752               0         0
 Certificates of deposit and other short term securities                   10,069     10,069             698       698
 Receivables                                                                3,595      3,595           5,006     5,006
 Separate accounts assets                                                 732,046    732,046         833,083   833,083
Financial liabilities
 Separate account liabilities                                             732,046    723,593         833,083   821,457
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


(4) Receivables

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

                                                                                                   1998         1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>          <C>  
Premiums due                                                                                        $2,747       4,565
Reinsurance commission receivable                                                                      115          38
Other                                                                                                  733         403
- ---------------------------------------------------------------------------------------------------------------------------
       Total receivables                                                                            $3,595       5,006

</TABLE>


(5) Accident and Health Claims Reserves

Accident and health claims  reserves are based on estimates which are subject to
uncertainty.  Uncertainty  regarding  reserves  of  a  given  accident  year  is
gradually reduced as new information emerges each succeeding year, allowing more
reliable  re-evaluations  of  such  reserves.  While  management  believes  that
reserves as of December 31, 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  that are small  relative to the amount of such  reserves
could significantly impact future reported earnings of the Company.

Activity in the  accident  and health  claims  reserves,  exclusive  of hospital
indemnity  and AIDS  reserves of $838,  $662,  and $293 in 1998,  1997 and 1996,
respectively, is summarized as follows:
<TABLE>

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>        <C>         <C>       
Balance at January 1, net of reinsurance recoverables of $7,643, $7,476 and $9,249    $17,804     $16,126      $15,096
Incurred related to:
 Current year                                                                          11,203       11,440      11,372
 Prior years                                                                           (4,946)      (3,199)     (3,079)
- ---------------------------------------------------------------------------------------------------------------------------
Total incurred                                                                          6,257        8,241       8,293
Paid related to:
 Current year                                                                           3,697        1,686       1,458
 Prior years                                                                            4,714        4,877       5,805
- ---------------------------------------------------------------------------------------------------------------------------
Total paid                                                                              8,411        6,563       7,263
Balance at December 31, net of reinsurance recoverables of $6,540, $7,643 and $7,476  $15,650     $17,804      $16,126
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Due to lower than  anticipated  losses related to prior years, the provision for
prior year claims and claim adjustment expenses decreased.  In 1998, the Company
experienced  positive  development in its HMO reinsurance business which further
decreased the provision for prior year claims.


(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.  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,  1998  and  1997  are
recoverables  on paid claims,  unpaid  claims and future  benefit  reserves from
Allianz Life of $3,043 and $2,850,  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 (continued)
(in thousands)

(6) Reinsurance (cont.)

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

                                                                                                             Percentage
                                                                          Assumed      Ceded                  of amount
                                                            Direct      from other   to other       Net        assumed
 Year ended                                                 amount       companies   companies    amount       to net
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>        <C>          <C>         <C>
December 31, 1998:
Life insurance in force                                    $ 856,149            0     277,168      578,981           0.0%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life insurance                                                7,115            0       1,568        5,547           0.0%
 Annuities                                                    12,643            0           0       12,643           0.0%
 Accident and health insurance                                15,813        5,335       9,859       11,289          47.3%
- ---------------------------------------------------------------------------------------------------------------------------
Total Premiums                                                35,571        5,335      11,427       29,479          18.1%
December 31, 1997:
Life insurance in force                                   $1,591,244            0     484,546    1,106,698           0.0%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life insurance                                                8,866            0       2,450        6,416           0.0%
 Annuities                                                    12,791            0           0       12,791           0.0%
 Accident and health insurance                                14,823        7,291      10,489       11,625          62.7%
- ---------------------------------------------------------------------------------------------------------------------------
Total Premiums                                                36,480        7,291      12,939       30,832          23.6%
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%
- ---------------------------------------------------------------------------------------------------------------------------

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
- ---------------------------------------------------------------------------------------------------------------------------
                                             1998         1997         1996              1998         1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>          <C>           <C>          <C>         <C>  
Life insurance in force                       $ 0            0            0             1,992        2,032       2,432
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life insurance                               $ 0            0            0                10           44          36
 Accident and health insurance              1,575        1,566        2,547               635          841         766
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums                             $1,575        1,566        2,547               645          885         802


</TABLE>

<PAGE>


PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Notes to Financial Statements (continued)
(in thousands)

(7) Income Taxes

Income Tax Expense

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

                                                                                        1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>          <C>         <C>    
Income tax expense attributable to operations:
 Current tax expense                                                                   $3,126        1,573         435
 Deferred tax (benefit) expense                                                          (312)       1,029       2,396
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax expense attributable to operations                                    $2,814        2,602       2,831
Income tax effect on equity:
 Attributable to unrealized gains and losses for the year                                 116          404        (166)
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax effect on equity                                                      $2,930        3,006       2,665
Components of Income Tax Expense

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:

                                                                                        1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Income tax expense computed at the statutory rate                                      $2,943        2,758       2,248
Other                                                                                    (129)        (156)        583
- ---------------------------------------------------------------------------------------------------------------------------
Income tax expense as reported                                                         $2,814        2,602       2,831
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Components of Deferred Tax Assets and Liabilities on the Balance Sheet

Tax effects of temporary  differences giving rise to the significant  components
of the net  deferred  tax  liabilities  at  December  31,  1998  and 1997 are as
follows:
<TABLE>

                                                                                                    1998         1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>          <C>    
Deferred tax assets:
 Future benefit reserves                                                                           $ 1,821       2,675
- ---------------------------------------------------------------------------------------------------------------------------
Total deferred tax assets                                                                            1,821       2,675
Deferred tax liabilities:
 Deferred acquisition costs                                                                          9,003      10,382
 Unrealized gains on investments                                                                       502         385
 Other                                                                                               2,293       2,081
- ---------------------------------------------------------------------------------------------------------------------------
Total deferred tax liabilities                                                                      11,798      12,848
Net deferred tax liability                                                                         $ 9,977      10,173
- ---------------------------------------------------------------------------------------------------------------------------
</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.



<PAGE>

PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Notes to Financial Statements (continued)
(in thousands)

(7) Income Taxes (cont.)

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 $969 and
$2,077 as of  December  31,  1998 and 1997,  respectively,  and is  included  in
payable to parent in the liability section of the accompanying balance sheet.


(8) Related Party Transactions

Allianz Life  performs  certain  administrative  services  for the Company.  The
Company  reimbursed  Allianz Life $1,729,  $1,463,  and $1,246 in 1998, 1997 and
1996, respectively,  for related administrative expenses incurred. The Company's
liability to Allianz  Life for  incurred but unpaid  service fees as of December
31, 1998 and 1997 was $356 and $569, 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 $18, $15, and $11 in 1998,  1997 and 1996,  respectively,  for
investment advisory fees. The Company had no incurred but unpaid fees to AZOA as
of December 31, 1998 and 1997.


(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 $30, $37, and $29 in 1998, 1997 and 1996, 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 1998, 1997 and 1996 Plan  participants was 75%, 90%, and 100%,
respectively.  All  employees  are  eligible  to  participate  after one year of
service and are fully vested in the Company's matching  contribution after three
years of service. The Allianz Plan will accept participants' pretax or after-tax
contributions up to 15% of the participant's  compensation.  It is the Company's
policy to fund the Allianz Plan costs as accrued.  The Company accrued $18, $59,
and $41 in 1998, 1997 and 1996, 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.  Currently, these items include, among others,
deferred acquisition costs, furniture and fixtures, accident and health premiums
receivable  which are more than 90 days past due,  deferred taxes and undeclared
dividends to policyholders. Additionally, future life and annuity policy benefit
reserves  calculated  for  statutory  accounting do not include  provisions  for
withdrawals.



<PAGE>
PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Notes to Financial Statements (continued)
(in thousands)

<TABLE>

(10) Statutory Financial Data and Dividend Restrictions (cont.)

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
- ---------------------------------------------------------------------------------------------------------------------------
                                                             1998         1997               1998        1997     1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>           <C>                 <C>        <C>      <C>  
Statutory basis                                            $32,866       25,940              6,891      4,292    2,358
Adjustments:
 Change in reserve basis                                    (9,216)     (10,494)             2,147      2,424    4,070
 Deferred acquisition costs                                 33,387       37,447             (4,060)      (798)    (341)
 Deferred taxes                                             (9,977)     (10,173)               312     (1,029)  (2,396)
 Nonadmitted assets                                             75          171                  0          0        0
 Interest maintenance reserve                                  569          (88)               657        (19)     (99)
 Asset valuation reserve                                       283            2                  0          0        0
 Liability for unauthorized reinsurers                         239          225                  0          0        0
 Unrealized gains on investments                             1,202        1,102                  0          0        0
 Other                                                          57         (461)              (350)       407       (1)
- ---------------------------------------------------------------------------------------------------------------------------
  As reported in the accompanying financial statements     $49,485       43,671              5,597      5,277    3,591
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Company is required to meet  minimum  capital and surplus  requirements.  At
December  31,  1998  and  1997,  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 1998, 1997 and 1996.

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:
<TABLE>

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

The Company's  adjusted  capital is in excess of the Company  action level as of
December 31, 1998 and 1997.



<PAGE>
PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Notes to Financial Statements (continued)
(in thousands)


(10) Statutory Financial Data and Dividend Restrictions (cont.)

Permitted Statutory Accounting Practices

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


 (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.


(12) Year 2000

The Company is  expending  significant  resources  to assure  that its  computer
systems are  reprogrammed in time to effectively  deal with  transactions in the
year 2000 and  beyond.  Additional  costs  associated  with this  effort are not
expected  to be  material  and will be  expensed  as  incurred.  This "Year 2000
Computer  Problem" creates risk for the Company from unforeseen  problems in its
own  computer  systems and from third  parties  with whom the  Company  deals on
financial transactions worldwide.  Failures of the Company and/or third parties'
computer  systems  could  have a  material  impact on the  Company's  ability to
conduct its business,  and especially to process and account for the transfer of
funds electronically.




<PAGE>
PREFERRED LIFE INSURANCE COMPANY
OF NEW YORK
Notes to Financial Statements (continued)
(in thousands)

<TABLE>


(13) Supplementary Insurance Information

The following table summarizes certain financial information by line of business
for 1998, 1997 and 1996:

                                As of December 31                           For the year ended December 31
- ---------------------------------------------------------------------------------------------------------------------------
                                  Future              Other        Premium              Benefits,   Net change
                      Deferred   benefits,           policy        revenue               claims       in
                       policy     losses,           claims and     and other    Net    losses, and   policy      Other
                     acquisition claims and Unearned benefits     contract   investment settlement  acquisition operating
                        costs  loss expense premiums  payable   considerations income    expenses    costs     (a)expenses
- ---------------------------------------------------------------------------------------------------------------------------
1998:
<S>                       <C>      <C>        <C>    <C>           <C>         <C>    <C>        <C>     <C>  
Life insurance            $ 57     1,827      246    3,424         5,547       303    2,160      165     1,518
Annuities               33,206     7,716        0      827        12,643       243      351    3,899     6,047
Accident and
 health insurance          124         0      667   23,027        11,289     1,475    6,157       (4)    3,861
- ---------------------------------------------------------------------------------------------------------------------------
                       $33,387     9,543      913   27,278        29,479     2,021    8,668    4,060    11,426
1997:
Life insurance           $ 222     1,362      983    4,177         6,416       406    2,587       68     2,075
Annuities               37,105       634        0      471        12,791         0      323      750     8,023
Accident and
 health insurance          120         0      607   26,109        11,625     1,220    7,996      (20)    2,869
- ---------------------------------------------------------------------------------------------------------------------------
                       $37,447     1,996    1,590   30,757        30,832     1,626   10,906      798    12,967
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   23,895        12,835       952    8,392      103     3,494
- ---------------------------------------------------------------------------------------------------------------------------
                       $38,245     1,544    1,887   29,910        31,430     1,220   12,965      341    12,860
</TABLE>


(a) See note 1 for aggregate gross amortization.








                                  PART C

                             OTHER INFORMATION


Item 24.  Financial Statements and Exhibits


a.  Financial Statements

          The following financial statements of the Company are included in Part
          B hereof.
   
          1.  Independent Auditors' Report.
          2.  Balance Sheets as of December 31, 1998 and 1997.
          3.  Statements of Income for the years ended December 31, 1998, 1997
              and 1996.
          4.  Statements of Stockholder's Equity for the years ended
              December 31, 1998, 1997 and 1996.
          5.  Statements of Cash Flow for the years ended December 31, 1998,
              1997 and 1996.
          6.  Notes to Financial Statements - December 31, 1998, 1997 and 1996.

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

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


b.   Exhibits

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

  
  (1) Incorporated by reference to Post-Effective Amendment No. 9 to
      Registrant's Form N-4 as filed electronically on October 27, 1995.
  (2) Incorporated by reference to Post-Effective Amendment No. 10 to
      Registrants Form N-4 as filed electronically on April 18, 1996.
  (3) Incorporated by reference to Post-Effective Amendment No.14 to
      Registrants Form N-4 as filed electronically on April 29, 1998.
  
    



   
Item 25.     Directors and Officers of the Depositor

The following are the Officers and Directors of the Company:

<TABLE>
<CAPTION>

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

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

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

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

Thomas D. Barta                 Treasurer
1750 Hennepin Avenue
Minneapolis, MN 55403


Dennis Marion                   Director
500 Valley Road
Wayne, NJ 07470


Kenneth P. Schrapp              Appointed Actuary
1750 Hennepin Avenue
Minneapolis, MN 55403


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

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

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

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

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

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

Jack F. Rockett                 Director
140 East 95th Street, Ste 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 in  Post-Effective
Amendment  No.  14 to  Registrant's  Form  N-4  and is  incorporated  herein  by
reference.

Item 27.     Number of Contract Owners
   
As of February 26, 1999,  there were 4,881 qualified  Contract Owners and 9,547
non-qualified Contract Owners.
    

Item 28.     Indemnification

The Bylaws of the Company provide that:

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

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

Item 29.     Principal Underwriters

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

        Allianz Life Variable Account A
        Allianz Life Variable Account B

     b.  The following are the officers(managers) and directors(Board of 
Governors) of NALAC Financial Plans, LLC:

<TABLE>
<CAPTION>

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

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

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

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

Edward J. Bonach        Governor
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 has caused this  registration  statement to be
signed on its behalf in the City of Minneapolis and State of Minnesota,  on this
3rd day of May, 1999.

<TABLE>

<CAPTION>

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

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



By: /s/ Michael T. Westermeyer
     -------------------------



     PREFERRED LIFE INSURANCE
     COMPANY OF NEW YORK
                  (Depositor)


By: /s/ Michael T. Westermeyer
     -------------------------



</TABLE>


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

Signature and Title

<TABLE>

<CAPTION>

<S>                     <C>                          <C>
Lowell C. Anderson*     Director
Lowell C. Anderson                                     5-3-99

Ronald L. Wobbeking*    Chairman, Chief Executive
Ronald L. Wobbeking     Officer and Director           5-3-99

Thomas D. Barta*        Treasurer
Thomas D. Barta                                        5-3-99

Thomas G. Brown*        Director
Thomas G. Brown                                        5-3-99

Edward J. Bonach*       Director
Edward J. Bonach                                       5-3-99

Robert S. James*        Director
Robert S. James                                        5-3-99

Thomas J. Lynch*        President and Director
Thomas J. Lynch                                        5-3-99

Dennis Marion*          Director
Dennis Marion                                          5-3-99

Eugene T. Wilkinson*    Director
Eugene T. Wilkinson                                    5-3-99

Eugene Long*            Director
Eugene Long                                            5-3-99

Reinhard W. Obermueller*Director
Reinhard W. Obermueller                                5-3-99

Stephen R. Herbert*     Director
Stephen R. Herbert                                     5-3-99

Jack F. Rockett*        Director
Jack F. Rockett                                        5-3-99
</TABLE>


                                 * By /S/ Michael T. Westermeyer
                                      --------------------------
                                      Attorney-in-Fact
                                      Secretary and Director      






                                   EXHIBITS

                                      TO

                        POST-EFFECTIVE AMENDMENT NO.   16    

                                      TO

                                   FORM N-4

                      PREFERRED LIFE VARIABLE ACCOUNT C

                 PREFERRED LIFE INSURANCE COMPANY OF NEW YORK


                              INDEX TO EXHIBITS


Exhibit                                                             Page

EX-99.B9      Opinion and Consent of Counsel

EX-99.B10     Independent Auditors' Consent

EX-99.B13     Calculation of Performance Information


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

April 19, 1999

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

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

Dear Sir or Madam:

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

We are of the following opinions:

1.  Preferred Life 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 a Contract Owner pursuant
    to a Contract  issued in  accordance  with the  Prospectus  contained in the
    Registration  Statement  and upon  compliance  with  applicable  law, such a
    Contract  Owner  will  have  a  legally-issued,  fully-paid,  non-assessable
    contractual interest under such Contract.

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

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

Sincerely,

BLAZZARD, GRODD, & HASENAUER, P.C.

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



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



                        Independent Auditors' Consent


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

We consent to the use of our report,  dated  January 29, 1999,  on the financial
statements of Preferred Life Variable Account C and our report dated February 5,
1999, on the financial  statements of Preferred  Life  Insurance  Company of New
York  included  herein  and to the  reference  to our  Firm  under  the  heading
"EXPERTS".

                                          KPMG Peat Marwick LLP




Minneapolis, Minnesota
April 23, 1999

 
<TABLE>
<CAPTION>
                         Cumulative and Average Annual Total Return Calculations

                                Original Purchase as of December 31, 1997
                                 Valuation Date as of December 31, 1998


                                      Dollar                       Units This  Accum.      Accum.
    Date         Transaction          Amount        Unit Value       Trans.    Units       Value
    ----         -----------          ------        ----------       ------    -----       -----
    <S>             <C>                 <C>               <C>          <C>      <C>           <C>
                                             Capital Growth
12-31-97     Purchase                  $1,000.00      $13.12966406    76.163    76.163      $1,000.00
12-31-98     Contract Fee                 (1.00)       15.57416691    (0.064)   76.099       1,185.18
12-31-98     Value before Surr                         15.57416691     0.000    76.099       1,185.18
             Chg
12-31-98     Surrender Charge            (42.50)       15.57416691    (2.729)   73.370       1,142.68
Cumulative and Average Annual Total Returns
             without/with charges                           18.62% A                           14.27% B

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   Templeton Global Income Securities
12-31-97     Purchase                  $1,000.00      $16.95673923    58.974    58.974      $1,000.00
12-31-98     Contract Fee                 (1.00)       17.90515943    (0.056)   58.918       1,054.93
12-31-98     Value before Surr                         17.90515943     0.000    58.918       1,054.93
             Chg
12-31-98     Surrender Charge            (42.50)       17.90515943    (2.374)   56.544       1,012.43
Cumulative and Average Annual Total Returns
             without/with charges                            5.59% A                            1.24% B

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

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

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

                                       U.S. Government Securities
12-31-97     Purchase                  $1,000.00      $17.94721856    55.719    55.719      $1,000.00
12-31-98     Contract Fee                 (1.00)       19.01438042    (0.053)   55.666       1,058.46
12-31-98     Value before Surr                         19.01438042     0.000    55.666       1,058.46
             Chg
12-31-98     Surrender Charge            (42.50)       19.01438042    (2.235)   53.431       1,015.96
Cumulative and Average Annual Total Returns
             without/with charges                            5.95% A                            1.60% B

                                             Utility Equity
12-31-97     Purchase                  $1,000.00      $25.81831690    38.732    38.732      $1,000.00
12-31-98     Contract Fee                 (1.00)       28.30779835    (0.035)   38.697       1,095.42
12-31-98     Value before Surr                         28.30779835     0.000    38.697       1,095.42
             Chg
12-31-98     Surrender Charge            (42.50)       28.30779835    (1.501)   37.196       1,052.92
Cumulative and Average Annual Total Returns
             without/with charges                            9.64% A                            5.29% B

                                           Zero Coupon - 2000
12-31-97     Purchase                  $1,000.00      $19.51237855    51.250    51.250      $1,000.00
12-31-98     Contract Fee                 (1.00)       20.68442229    (0.048)   51.201       1,059.07
12-31-98     Value before Surr                         20.68442229     0.000    51.201       1,059.07
             Chg
12-31-98     Surrender Charge            (42.50)       20.68442229    (2.055)   49.146       1,016.57
Cumulative and Average Annual Total Returns
             without/with charges                            6.01% A                            1.66% B

                                           Zero Coupon - 2005
12-31-97     Purchase                  $1,000.00      $22.53212008    44.381    44.381      $1,000.00
12-31-98     Contract Fee                 (1.00)       25.00286219    (0.040)   44.341       1,108.65
12-31-98     Value before Surr                         25.00286219     0.000    44.341       1,108.65
             Chg
12-31-98     Surrender Charge            (42.50)       25.00286219    (1.700)   42.641       1,066.15
Cumulative and Average Annual Total Returns
             without/with charges                           10.97% A                            6.62% B

                                           Zero Coupon - 2010
12-31-97     Purchase                  $1,000.00      $24.73976107    40.421    40.421      $1,000.00
12-31-98     Contract Fee                 (1.00)       27.92036039    (0.036)   40.385       1,127.56
12-31-98     Value before Surr                         27.92036039     0.000    40.385       1,127.56
             Chg
12-31-98     Surrender Charge            (42.50)       27.92036039    (1.522)   38.863       1,085.06
Cumulative and Average Annual Total Returns
             without/with charges                           12.86% A                            8.51% B

<FN>
A = (Unit Value as of December 31, 1998 - Unit Value at Purchase)/Unit  Value at
Purchase  B =  (Accumulated  Value as of  December  31,  1998 - Accum.  Value at
Purch.)/Accum. Value at Purch.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                   Allianz Life Variable Account B
                       Cumulative and Average Annual Total Return Calculations

                              Original Purchase as of December 31, 1995
                               Valuation Date as of December 31, 1998


                                    Dollar                         Units     Accum.      Accum.
                                                                    This
    Date         Transaction        Amount         Unit Value      Trans.    Units       Value
    <S>             <C>               <C>              <C>          <C>        <C>         <C>
                                          Growth and Income
12-31-95      Purchase               $1,000.00       $17.30965999   57.771    57.771     $1,000.00
12-31-96      Contract Fee              (1.00)        19.48959860   (0.051)   57.720      1,124.94
12-31-97      Contract Fee              (1.00)        24.55079561   (0.041)   57.679      1,416.07
12-31-98      Contract Fee              (1.00)        26.22646854   (0.038)   57.641      1,511.72
12-31-98      Value before Surr Chg                   26.22646854    0.000    57.641      1,511.72
12-31-98      Surrender Charge         (22.00)        26.22646854   (0.839)   56.802      1,489.72
Cumulative Total Returns without/with chrgs.               51.51% A                         48.97% C
Avg. Annual Total Returns without/with chrgs.              14.86% B                         14.21% D

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

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

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

                                     Natural Resource Securities
12-31-95      Purchase               $1,000.00       $14.10867153   70.878    70.878     $1,000.00
12-31-96      Contract Fee              (1.00)        14.46741645   (0.069)   70.809      1,024.43
12-31-97      Contract Fee              (1.00)        11.55913365   (0.087)   70.723        817.49
12-31-98      Contract Fee              (1.00)         8.50546484   (0.118)   70.605        600.53
12-31-98      Value before Surr Chg                    8.50546484    0.000    70.605        600.53
12-31-98      Surrender Charge         (22.00)         8.50546484   (2.587)   68.019        578.53
Cumulative Total Returns without/with chrgs.              -39.71% A                        -42.15% C
Avg. Annual Total Returns without/with chrgs.             -15.52% B                        -16.68% D

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

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

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

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

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

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

                                 Templeton Global Income Securities
12-31-95      Purchase               $1,000.00       $15.52246997   64.423    64.423     $1,000.00
12-31-96      Contract Fee              (1.00)        16.78052472   (0.060)   64.363      1,080.05
12-31-97      Contract Fee              (1.00)        16.95673923   (0.059)   64.304      1,090.39
12-31-98      Contract Fee              (1.00)        17.90515943   (0.056)   64.248      1,150.38
12-31-98      Value before Surr Chg                   17.90515943    0.000    64.248      1,150.38
12-31-98      Surrender Charge         (22.00)        17.90515943   (1.229)   63.020      1,128.38
Cumulative Total Returns without/with chrgs.               15.35% A                         12.84% C
Avg. Annual Total Returns without/with chrgs.               4.88% B                          4.11% D

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

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

                                     U.S. Government Securities
12-31-95      Purchase               $1,000.00       $16.29770051   61.358    61.358     $1,000.00
12-31-96      Contract Fee              (1.00)        16.65018339   (0.060)   61.298      1,020.63
12-31-97      Contract Fee              (1.00)        17.94721856   (0.056)   61.243      1,099.13
12-31-98      Contract Fee              (1.00)        19.01438042   (0.053)   61.190      1,163.49
12-31-98      Value before Surr Chg                   19.01438042    0.000    61.190      1,163.49
12-31-98      Surrender Charge         (22.00)        19.01438042   (1.157)   60.033      1,141.49
Cumulative Total Returns without/with chrgs.               16.67% A                         14.15% C
Avg. Annual Total Returns without/with chrgs.               5.27% B                          4.51% D

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

                                         Zero Coupon - 2000
12-31-95      Purchase               $1,000.00       $18.29362036   54.664    54.664     $1,000.00
12-31-96      Contract Fee              (1.00)        18.47475298   (0.054)   54.610      1,008.90
12-31-97      Contract Fee              (1.00)        19.51237855   (0.051)   54.558      1,064.57
12-31-98      Contract Fee              (1.00)        20.68442229   (0.048)   54.510      1,127.51
12-31-98      Value before Surr Chg                   20.68442229    0.000    54.510      1,127.51
12-31-98      Surrender Charge         (22.00)        20.68442229   (1.064)   53.447      1,105.51
Cumulative Total Returns without/with chrgs.               13.07% A                         10.55% C
Avg. Annual Total Returns without/with chrgs.               4.18% B                          3.40% D

                                         Zero Coupon - 2005
12-31-95      Purchase               $1,000.00       $20.91363234   47.816    47.816     $1,000.00
12-31-96      Contract Fee              (1.00)        20.51665706   (0.049)   47.767        980.02
12-31-97      Contract Fee              (1.00)        22.53212008   (0.044)   47.723      1,075.29
12-31-98      Contract Fee              (1.00)        25.00286219   (0.040)   47.683      1,192.20
12-31-98      Value before Surr Chg                   25.00286219    0.000    47.683      1,192.20
12-31-98      Surrender Charge         (22.00)        25.00286219   (0.880)   46.803      1,170.20
Cumulative Total Returns without/with chrgs.               19.55% A                         17.02% C
Avg. Annual Total Returns without/with chrgs.               6.13% B                          5.38% D

                                         Zero Coupon - 2010
12-31-95      Purchase               $1,000.00       $22.43134838   44.580    44.580     $1,000.00
12-31-96      Contract Fee              (1.00)        21.52246902   (0.046)   44.534        958.48
12-31-97      Contract Fee              (1.00)        24.73976107   (0.040)   44.494      1,100.76
12-31-98      Contract Fee              (1.00)        27.92036039   (0.036)   44.458      1,241.28
12-31-98      Value before Surr Chg                   27.92036039    0.000    44.458      1,241.28
12-31-98      Surrender Charge         (22.00)        27.92036039   (0.788)   43.670      1,219.28
Cumulative Total Returns without/with chrgs.               24.47% A                         21.93% C
Avg. Annual Total Returns without/with chrgs.               7.57% B                          6.83% D

<FN>
A = (Unit Value as of December 31, 1998 - Unit Value at Purchase)/Unit  Value at
Purchase
B = [(A+1)^(1/3 Years)]-1
C = (Accumulated  Value as of December 31, 1998 - Accum. Value at Purch.)/Accum.
Value  at  Purch.  D =  [(C+1)^(1/3  Years)]-1  </FN>  </TABLE>  <PAGE>  <TABLE>
<CAPTION>

                                      Allianz Life Variable Account B
                          Cumulative and Average Annual Total Return Calculations

                                 Original Purchase as of December 31, 1993
                                   Valuation Date as of December 31, 1998


                                       Dollar                         Units This   Accum.      Accum.
    Date           Transaction         Amount         Unit Value        Trans.     Units       Value
    ----           -----------         ------         ----------        ------     -----       -----
    <S>              <C>                   <C>             <C>             <C>       <C>         <C>
                                             Growth and Income
12-31-93      Purchase                  $1,000.00       $13.67694811      73.116    73.116      $1,000.00
12-31-94      Contract Fee                 (1.00)        13.21462941      (0.076)   73.040         965.20
12-31-95      Contract Fee                 (1.00)        17.30965999      (0.058)   72.982       1,263.30
12-31-96      Contract Fee                 (1.00)        19.48959860      (0.051)   72.931       1,421.40
12-31-97      Contract Fee                 (1.00)        24.55079561      (0.041)   72.890       1,789.51
12-31-98      Contract Fee                 (1.00)        26.22646854      (0.038)   72.852       1,910.65
12-31-98      Value before Surr Chg                      26.22646854       0.000    72.852       1,910.65
12-31-98      Surrender Charge             (3.75)        26.22646854      (0.143)   72.709       1,906.90
Cumulative Total Returns without/with chrgs.                  91.76% A                             90.69% C
Avg. Annual Total Returns without/with chrgs.                 13.91% B                             13.78% D

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

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

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

                                        Natural Resource Securities
12-31-93      Purchase                  $1,000.00       $14.46354903      69.139    69.139      $1,000.00
12-31-94      Contract Fee                 (1.00)        13.97879422      (0.072)   69.068         965.48
12-31-95      Contract Fee                 (1.00)        14.10867153      (0.071)   68.997         973.45
12-31-96      Contract Fee                 (1.00)        14.46741645      (0.069)   68.928         997.21
12-31-97      Contract Fee                 (1.00)        11.55913365      (0.087)   68.841         795.75
12-31-98      Contract Fee                 (1.00)         8.50546484      (0.118)   68.724         584.53
12-31-98      Value before Surr Chg                       8.50546484       0.000    68.724         584.53
12-31-98      Surrender Charge             (3.75)         8.50546484      (0.441)   68.283         580.78
Cumulative Total Returns without/with chrgs.                 -41.19% A                            -41.92% C
Avg. Annual Total Returns without/with chrgs.                -10.07% B                            -10.30% D

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

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

                                     Templeton Global Income Securities
12-31-93      Purchase                  $1,000.00       $14.64984870      68.260    68.260      $1,000.00
12-31-94      Contract Fee                 (1.00)        13.72629720      (0.073)   68.187         935.96
12-31-95      Contract Fee                 (1.00)        15.52246997      (0.064)   68.123       1,057.43
12-31-96      Contract Fee                 (1.00)        16.78052472      (0.060)   68.063       1,142.14
12-31-97      Contract Fee                 (1.00)        16.95673923      (0.059)   68.004       1,153.13
12-31-98      Contract Fee                 (1.00)        17.90515943      (0.056)   67.948       1,216.63
12-31-98      Value before Surr Chg                      17.90515943       0.000    67.948       1,216.63
12-31-98      Surrender Charge             (3.75)        17.90515943      (0.209)   67.739       1,212.88
Cumulative Total Returns without/with chrgs.                  22.22% A                             21.29% C
Avg. Annual Total Returns without/with chrgs.                  4.09% B                              3.94% D

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

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

                                         U.S. Government Securities
12-31-93      Purchase                  $1,000.00       $14.69826319      68.035    68.035      $1,000.00
12-31-94      Contract Fee                 (1.00)        13.83490825      (0.072)   67.963         940.26
12-31-95      Contract Fee                 (1.00)        16.29770051      (0.061)   67.902       1,106.64
12-31-96      Contract Fee                 (1.00)        16.65018339      (0.060)   67.842       1,129.57
12-31-97      Contract Fee                 (1.00)        17.94721856      (0.056)   67.786       1,216.57
12-31-98      Contract Fee                 (1.00)        19.01438042      (0.053)   67.733       1,287.91
12-31-98      Value before Surr Chg                      19.01438042       0.000    67.733       1,287.91
12-31-98      Surrender Charge             (3.75)        19.01438042      (0.197)   67.536       1,284.16
Cumulative Total Returns without/with chrgs.                  29.36% A                             28.42% C
Avg. Annual Total Returns without/with chrgs.                  5.28% B                              5.13% D

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

                                             Zero Coupon - 2000
12-31-93      Purchase                  $1,000.00       $16.71742785      59.818    59.818      $1,000.00
12-31-94      Contract Fee                 (1.00)        15.37318118      (0.065)   59.753         918.59
12-31-95      Contract Fee                 (1.00)        18.29362036      (0.055)   59.698       1,092.09
12-31-96      Contract Fee                 (1.00)        18.47475298      (0.054)   59.644       1,101.91
12-31-97      Contract Fee                 (1.00)        19.51237855      (0.051)   59.593       1,162.80
12-31-98      Contract Fee                 (1.00)        20.68442229      (0.048)   59.544       1,231.64
12-31-98      Value before Surr Chg                      20.68442229       0.000    59.544       1,231.64
12-31-98      Surrender Charge             (3.75)        20.68442229      (0.181)   59.363       1,227.89
Cumulative Total Returns without/with chrgs.                  23.73% A                             22.79% C
Avg. Annual Total Returns without/with chrgs.                  4.35% B                              4.19% D

                                             Zero Coupon - 2005
12-31-93      Purchase                  $1,000.00       $18.04995514      55.402    55.402      $1,000.00
12-31-94      Contract Fee                 (1.00)        16.09601101      (0.062)   55.340         890.75
12-31-95      Contract Fee                 (1.00)        20.91363234      (0.048)   55.292       1,156.35
12-31-96      Contract Fee                 (1.00)        20.51665706      (0.049)   55.243       1,133.40
12-31-97      Contract Fee                 (1.00)        22.53212008      (0.044)   55.199       1,243.74
12-31-98      Contract Fee                 (1.00)        25.00286219      (0.040)   55.159       1,379.13
12-31-98      Value before Surr Chg                      25.00286219       0.000    55.159       1,379.13
12-31-98      Surrender Charge             (3.75)        25.00286219      (0.150)   55.009       1,375.38
Cumulative Total Returns without/with chrgs.                  38.52% A                             37.54% C
Avg. Annual Total Returns without/with chrgs.                  6.73% B                              6.58% D

                                             Zero Coupon - 2010
12-31-93      Purchase                  $1,000.00       $18.14448916      55.113    55.113      $1,000.00
12-31-94      Contract Fee                 (1.00)        15.92982416      (0.063)   55.050         876.94
12-31-95      Contract Fee                 (1.00)        22.43134838      (0.045)   55.006       1,233.85
12-31-96      Contract Fee                 (1.00)        21.52246902      (0.046)   54.959       1,182.86
12-31-97      Contract Fee                 (1.00)        24.73976107      (0.040)   54.919       1,358.68
12-31-98      Contract Fee                 (1.00)        27.92036039      (0.036)   54.883       1,532.36
12-31-98      Value before Surr Chg                      27.92036039       0.000    54.883       1,532.36
12-31-98      Surrender Charge             (3.75)        27.92036039      (0.134)   54.749       1,528.61
Cumulative Total Returns without/with chrgs.                  53.88% A                             52.86% C
Avg. Annual Total Returns without/with chrgs.                  9.00% B                              8.86% D

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

                         Allianz Life Variable Account B
             Cumulative and Average Annual Total Return Calculations

                  Original Purchase as of Sub-Account Inception
                     Valuation Date as of December 31, 1998


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

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

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

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

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

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


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

                           Natural Resource Securities
1-24-89         Purchase                   $1,000.00        $10.00000000      100.000        100.000        $1,000.00
1-24-90         Contract Fee                  (1.00)         12.89722725       (0.078)        99.922         1,288.72
1-24-91         Contract Fee                  (1.00)          9.78594476       (0.102)        99.820           976.84
1-24-92         Contract Fee                  (1.00)         10.94243678       (0.091)        99.729         1,091.28
1-24-93         Contract Fee                  (1.00)          9.15485419       (0.109)        99.620           912.00
1-24-94         Contract Fee                  (1.00)         14.48022000       (0.069)        99.551         1,441.51
1-24-95         Contract Fee                  (1.00)         13.03370860       (0.077)        99.474         1,296.51
1-24-96         Contract Fee                  (1.00)         15.98656882       (0.063)        99.411         1,589.25
1-24-97         Contract Fee                  (1.00)         13.82698418       (0.072)        99.339         1,373.56
1-24-98         Contract Fee                  (1.00)         10.60761568       (0.094)        99.245         1,052.75
12-31-98        Value before Surr                             8.50546484        0.000         99.245           844.12
                Chg
12-31-98        Contract Fee                  (1.00)          8.50546484       (0.118)        99.127           843.12
12-31-98        Surrender Charge                0.00          8.50546484        0.000         99.127           843.12
Cumulative Total Returns without/with chgs.                      -14.95% A                                    -15.69% C
Avg. Annual Total Returns without/with chgs.                      -1.62% B                                     -1.70% D

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

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

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

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

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

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

                       Templeton Global Income Securities
1-24-89         Purchase                   $1,000.00        $10.00000000      100.000        100.000        $1,000.00
1-24-90         Contract Fee                  (1.00)         10.86134310       (0.092)        99.908         1,085.13
1-24-91         Contract Fee                  (1.00)         11.78457305       (0.085)        99.823         1,176.37
1-24-92         Contract Fee                  (1.00)         12.96036211       (0.077)        99.746         1,292.74
1-24-93         Contract Fee                  (1.00)         12.79597793       (0.078)        99.668         1,275.35
1-24-94         Contract Fee                  (1.00)         14.83430587       (0.067)        99.600         1,477.50
1-24-95         Contract Fee                  (1.00)         13.57814674       (0.074)        99.527         1,351.39
1-24-96         Contract Fee                  (1.00)         15.44939311       (0.065)        99.462         1,536.63
1-24-97         Contract Fee                  (1.00)         16.58044652       (0.060)        99.402         1,648.12
1-24-98         Contract Fee                  (1.00)         17.07240899       (0.059)        99.343         1,696.03
12-31-98        Value before Surr                            17.90515943        0.000         99.343         1,778.75
                Chg
12-31-98        Contract Fee                  (1.00)         17.90515943       (0.056)        99.287         1,777.75
12-31-98        Surrender Charge                0.00         17.90515943        0.000         99.287         1,777.75
Cumulative Total Returns without/with chgs.                       79.05% A                                     77.78% C
Avg. Annual Total Returns without/with chgs.                       6.04% B                                      5.96% D

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

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

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

                           U.S. Government Securities
3-14-89         Purchase                   $1,000.00        $10.00000000      100.000        100.000        $1,000.00
3-14-90         Contract Fee                  (1.00)         10.30827187       (0.097)        99.903         1,029.83
3-14-91         Contract Fee                  (1.00)         11.46249369       (0.087)        99.816         1,144.14
3-14-92         Contract Fee                  (1.00)         12.40064739       (0.081)        99.735         1,236.78
3-14-93         Contract Fee                  (1.00)         14.10187466       (0.071)        99.664         1,405.45
3-14-94         Contract Fee                  (1.00)         14.26756989       (0.070)        99.594         1,420.97
3-14-95         Contract Fee                  (1.00)         14.67370156       (0.068)        99.526         1,460.41
3-14-96         Contract Fee                  (1.00)         15.92525376       (0.063)        99.463         1,583.98
3-14-97         Contract Fee                  (1.00)         16.72689010       (0.060)        99.403         1,662.71
3-14-98         Contract Fee                  (1.00)         18.19344503       (0.055)        99.348         1,807.49
12-31-98        Value before Surr                            19.01438042        0.000         99.348         1,889.05
                Chg
12-31-98        Contract Fee                  (1.00)         19.01438042       (0.053)        99.296         1,888.05
12-31-98        Surrender Charge                0.00         19.01438042        0.000         99.296         1,888.05
Cumulative Total Returns without/with chgs.                       90.14% A                                     88.80% C
Avg. Annual Total Returns without/with chgs.                       6.77% B                                      6.70% D

                                 Utility Equity
1-24-89         Purchase                   $1,000.00        $10.00000000      100.000        100.000        $1,000.00
1-24-90         Contract Fee                  (1.00)         11.48396786       (0.087)        99.913         1,147.40
1-24-91         Contract Fee                  (1.00)         11.97256112       (0.084)        99.829         1,195.21
1-24-92         Contract Fee                  (1.00)         14.23979461       (0.070)        99.759         1,420.55
1-24-93         Contract Fee                  (1.00)         15.97559846       (0.063)        99.697         1,592.71
1-24-94         Contract Fee                  (1.00)         16.50535338       (0.061)        99.636         1,644.53
1-24-95         Contract Fee                  (1.00)         15.57082971       (0.064)        99.572         1,550.42
1-24-96         Contract Fee                  (1.00)         19.81799066       (0.050)        99.521         1,972.31
1-24-97         Contract Fee                  (1.00)         20.96455989       (0.048)        99.474         2,085.42
1-24-98         Contract Fee                  (1.00)         25.18650535       (0.040)        99.434         2,504.39
12-31-98        Value before Surr                            28.30779835        0.000         99.434         2,814.75
                Chg
12-31-98        Contract Fee                  (1.00)         28.30779835       (0.035)        99.399         2,813.75
12-31-98        Surrender Charge                0.00         28.30779835        0.000         99.399         2,813.75
Cumulative Total Returns without/with chgs.                      183.08% A                                    181.38% C
Avg. Annual Total Returns without/with chgs.                      11.04% B                                     10.97% D

                               Zero Coupon - 2000
3-14-89         Purchase                   $1,000.00        $10.00000000      100.000        100.000        $1,000.00
3-14-90         Contract Fee                  (1.00)         10.38718687       (0.096)        99.904         1,037.72
3-14-91         Contract Fee                  (1.00)         11.51435997       (0.087)        99.817         1,149.33
3-14-92         Contract Fee                  (1.00)         12.66478418       (0.079)        99.738         1,263.16
3-14-93         Contract Fee                  (1.00)         15.54092694       (0.064)        99.674         1,549.02
3-14-94         Contract Fee                  (1.00)         16.04445243       (0.062)        99.611         1,598.21
3-14-95         Contract Fee                  (1.00)         16.25253463       (0.062)        99.550         1,617.94
3-14-96         Contract Fee                  (1.00)         17.85770371       (0.056)        99.494         1,776.73
3-14-97         Contract Fee                  (1.00)         18.44735099       (0.054)        99.440         1,834.40
3-14-98         Contract Fee                  (1.00)         19.76702265       (0.051)        99.389         1,964.62
12-31-98        Value before Surr                            20.68442229        0.000         99.389         2,055.80
                Chg
12-31-98        Contract Fee                  (1.00)         20.68442229       (0.048)        99.341         2,054.80
12-31-98        Surrender Charge                0.00         20.68442229        0.000         99.341         2,054.80
Cumulative Total Returns without/with chgs.                      106.84% A                                    105.48% C
Avg. Annual Total Returns without/with chgs.                       7.69% B                                      7.62% D

                               Zero Coupon - 2005
3-14-89         Purchase                   $1,000.00        $10.00000000      100.000        100.000        $1,000.00
3-14-90         Contract Fee                  (1.00)         10.39705125       (0.096)        99.904         1,038.71
3-14-91         Contract Fee                  (1.00)         11.55409702       (0.087)        99.817         1,153.30
3-14-92         Contract Fee                  (1.00)         12.66096149       (0.079)        99.738         1,262.78
3-14-93         Contract Fee                  (1.00)         16.42515250       (0.061)        99.677         1,637.22
3-14-94         Contract Fee                  (1.00)         16.93608169       (0.059)        99.618         1,687.14
3-14-95         Contract Fee                  (1.00)         17.21684038       (0.058)        99.560         1,714.11
3-14-96         Contract Fee                  (1.00)         19.49696512       (0.051)        99.509         1,940.12
3-14-97         Contract Fee                  (1.00)         20.18399547       (0.050)        99.459         2,007.49
3-14-98         Contract Fee                  (1.00)         22.91805949       (0.044)        99.416         2,278.42
12-31-98        Value before Surr                            25.00286219        0.000         99.416         2,485.68
                Chg
12-31-98        Contract Fee                  (1.00)         25.00286219       (0.040)        99.376         2,484.68
12-31-98        Surrender Charge                0.00         25.00286219        0.000         99.376         2,484.68
Cumulative Total Returns without/with chgs.                      150.03% A                                    148.47% C
Avg. Annual Total Returns without/with chgs.                       9.80% B                                      9.73% D

                               Zero Coupon - 2010
3-14-89         Purchase                   $1,000.00        $10.00000000      100.000        100.000        $1,000.00
3-14-90         Contract Fee                  (1.00)         10.26881437       (0.097)        99.903         1,025.88
3-14-91         Contract Fee                  (1.00)         11.36823998       (0.088)        99.815         1,134.72
3-14-92         Contract Fee                  (1.00)         12.29280886       (0.081)        99.733         1,226.00
3-14-93         Contract Fee                  (1.00)         16.18583635       (0.062)        99.672         1,613.27
3-14-94         Contract Fee                  (1.00)         16.90519720       (0.059)        99.612         1,683.97
3-14-95         Contract Fee                  (1.00)         17.12909328       (0.058)        99.554         1,705.27
3-14-96         Contract Fee                  (1.00)         19.99802778       (0.050)        99.504         1,989.88
3-14-97         Contract Fee                  (1.00)         20.76400623       (0.048)        99.456         2,065.10
3-14-98         Contract Fee                  (1.00)         25.18350257       (0.040)        99.416         2,503.65
12-31-98        Value before Surr                            27.92036039        0.000         99.416         2,775.73
                Chg
12-31-98        Contract Fee                  (1.00)         27.92036039       (0.036)        99.380         2,774.73
12-31-98        Surrender Charge                0.00         27.92036039        0.000         99.380         2,774.73
Cumulative Total Returns without/with chgs.                      179.20% A                                    177.47% C
Avg. Annual Total Returns without/with chgs.                      11.04% B                                     10.97% D

                          Global Health Care Securities
5-1-98          Purchase                   $1,000.00        $10.00000000      100.000        100.000        $1,000.00
12-31-98        Value before Surr                            10.61022997        0.000        100.000         1,061.02
                Chg
12-31-98        Contract Fee                  (1.00)         10.61022997       (0.094)        99.906         1,060.02
12-31-98        Surrender Charge             (42.50)         10.61022997       (4.006)        95.900         1,017.52
Cumulative Total Returns without/with chgs.                        6.10% A                                      1.75% C
Avg. Annual Total Returns without/with chgs.                       9.27% B                                      2.63% D

                                Value Securities
5-1-98          Purchase                   $1,000.00        $10.00000000      100.000        100.000        $1,000.00
12-31-98        Value before Surr                             7.71743151        0.000        100.000           771.74
                Chg
12-31-98        Contract Fee                  (1.00)          7.71743151       (0.130)        99.870           770.74
12-31-98        Surrender Charge             (42.50)          7.71743151       (5.507)        94.363           728.24
Cumulative Total Returns without/with chgs.                      -22.83% A                                    -27.18% C
Avg. Annual Total Returns without/with chgs.                     -32.13% B                                    -37.77% D
<FN>
A =
B = [(A+1)^(1/Years since Inception)]-1
C = (Accumulated  Value as of December 31, 1998 - Accum. Value at Purch.)/Accum.
Value at Purch. D = [(C+1)^(1/Years since Inception)]-1 
</FN> 
</TABLE>




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