PREFERRED LIFE VARIABLE ACCOUNT C
485BPOS, 1999-04-29
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                                                            File Nos.333-19699
                                                                     811-05716
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                FORM    N-4

   
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    ( )
     Pre-Effective Amendment No.                                           ( )
     Post-Effective Amendment No. 4                                        (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            ( )
     Amendment No. 31                                                      (X)
    

                      (Check    appropriate    box    or    boxes.)

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

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

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

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

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

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

   
     It is proposed that this filing will become effective:

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

If appropriate, check the following:

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

Title of Securities Registered:

     Individual Deferred Variable Annuity Contracts

    

                            CROSS  REFERENCE  SHEET
                           (Required  by  Rule  495)

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

Item 1.   Cover  Page.                           Cover  Page

Item 2.   Definitions.                           Index  of  Terms

Item 3.   Synopsis  or  Highlights               Profile

Item 4.   Condensed  Financial  Information      Appendix

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 Franklin Valuemark IV
                                                 Variable and Fixed
                                                 Annuity Contract

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

Item 9.   Death  Benefit                         Death  Benefit

Item 10.  Purchases  and  Contract  Value        Purchase

Item 11.  Redemptions.                           Access  to  Your
                                                 Money

Item 12.  Taxes                                  Taxes

Item 13.  Legal  Proceedings                     None

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

                          PART  B

Item 15.  Cover Page                             Cover Page

Item 16.  Table of Contents                      Table of Contents

Item 17.  General Information and History        Insurance Company

Item 18.  Services                               Not Applicable

Item 19.  Purchase of Securities Being Offered   Not Applicable

Item 20.  Underwriters                           Distributor

Item 21.  Calculation of Performance Data        Calculation of
                                                 Performance Data

Item 22.  Annuity Payments                       Annuity Provisions

Item 23.  Financial Statements                   Financial Statements
</TABLE>


                                    PART C

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



                                   PART A
                                                                                
                                                                                
Profile of the Franklin  Valuemark IV 
Variable Annuity  Contract 
PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------


May 1, 1999

This profile is a summary of some of the more  important  points that you should
consider and know before  purchasing the Franklin  Valuemark IV variable annuity
contract  with a fixed  account.  The  Contract is more fully  described  in the
prospectus which accompanies this profile. Please read the prospectus carefully.


1. THE FRANKLIN VALUEMARK IV VARIABLE ANNUITY CONTRACT
- --------------------------------------------------------------------------------

The Franklin Valuemark IV variable annuity contract with a fixed account offered
by Preferred Life Insurance  Company of New York (Preferred  Life) is a contract
between you, the owner,  and  Preferred  Life,  an  insurance  company.  In this
profile and the  prospectus,  "we", "us" and "our" refers to Preferred Life. The
Contract provides a means for investing on a tax-deferred basis. The Contract 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.  A list of the  available  portfolios  is  contained  in  Section 4.
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 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.
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.  If you select the fixed account,  your money will be held in
our general account with principal and interest backed by Preferred Life.

Currently,  you can put your money in 10 investment  choices (which includes any
of the 25 variable options and the Preferred Life fixed account). Preferred Life
reserves 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.  The amount
of the payments you may receive during the payout phase depends,  in part,  upon
the  amount of money you are able to  accumulate  in your  Contract  during  the
accumulation phase.


2. ANNUITY PAYMENTS
(THE PAYOUT PHASE)
- --------------------------------------------------------------------------------

You can receive monthly annuity  payments from your Contract by selecting one of
the following annuity options (all of these options assume you are the owner and
the annuitant):

(1) payments for your life;

(2) payments for your life,  but if you die before  payments  have been made for
the guaranteed period you selected,  payments will continue to you or any person
you designate for the remainder of the guaranteed period (5,10, 15 or 20 years);

(3)  payments  during the joint  lifetime  of you and the  joint-annuitant  when
either of you die, payments will continue as long as the survivor lives;

(4) payments  during the joint lifetime of you and the joint  annuitant,  but if
you and  the  joint  annuitant  die  before  payments  have  been  made  for the
guaranteed period you selected,  payments will continue to you or any person you
designate  for the remainder of the  guaranteed  period (5, 10, 15 or 20 years);
and

(5)  payments  during your life  ending with the last  payment due prior to your
death with a guarantee  that at your death  Preferred Life will make a refund to
your  beneficiary  if the value of the  payments  made is less  than the  amount
applied to the annuity option.

Once you begin receiving regular 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, a fixed payout,  or a combination of both. 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.


3. PURCHASE
- --------------------------------------------------------------------------------

You can purchase the Contract with $5,000 or more under most circumstances.  You
can add $250 or more any time during the  accumulation  phase.  Your  registered
representative  can help you complete the proper  forms.  You and the  annuitant
cannot be older than 85 years old at the time you  purchase the  Contract.  This
product is not appropriate for market timers.



4. INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

You may select the  Preferred  Life fixed  account  and/or the variable  options
which invest in Class 1 shares of the  portfolios  of Franklin  Valuemark  Funds
listed below.  Franklin  Valuemark Funds has two classes of shares. You may only
invest in Class 1 shares with this Contract.

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

The  portfolios are fully  described in the attached  Franklin  Valuemark  Funds
prospectus. You can make or lose money based on the portfolios' performance.



5. EXPENSES
- --------------------------------------------------------------------------------

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

o The annual  insurance  charges  total 1.49% of the average daily value of your
Contract  allocated to the variable options during the accumulation phase (1.40%
during the payout phase).

o Each year Preferred Life also deducts a $30 contract  maintenance  charge from
your Contract.  Preferred  Life  currently  waives this charge if the cumulative
value of all your  Franklin  Valuemark  IV Contracts  (registered  with the same
social security number) are at least $50,000.

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 without charge.  After 12 transfers,  the charge is $25 or
2% of the amount transferred, whichever is less. Market timing transfers may not
be permitted.

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 how long Preferred Life has had your payment. Each purchase payment
you add to your  Contract has its own 7 year  contingent  deferred  sales charge
period. The charge is:

                                Contingent Deferred
                                   Sales Charge
         Years Since             (as a percentage
      Purchase Payment         of purchase payments)
     -----------------------------------------------

             0-1                        6%
             1-2                        6%
             2-3                        6%
             3-4                        5%
             4-5                        4%
             5-6                        3%
             6-7                        2%
             7+                         0%



o Under certain circumstances,  after the first year, Preferred Life will permit
you to access your money in the Contract without deducting a contingent deferred
sales charge if you become disabled.

o The State of New York does not  currently  impose a  premium  tax on  purchase
payments for annuities.

We have provided the following chart to help you understand the expenses in your
Contract. The column "Total Annual Expenses" shows the total of the $30 contract
maintenance  charge (which has been converted to a percentage and is represented
as .10%  below),  the 1.49%  insurance  charges and the total  annual  portfolio
expenses for each portfolio.

The next two columns  show you two  examples of the  expenses,  in dollars,  you
would pay under a Contract.  The examples  assume that you invested  $1,000 in a
Contract which earns 5% annually and that you surrender  your  Contract:  (1) at
the end of year 1, and (2) at the end of year 10.  For year 1, the Total  Annual
Expenses are assessed as well as the contingent  deferred sales charge. For year
10, the Total  Annual  Charges are  assessed but no  contingent  deferred  sales
charge is deducted.

The premium tax is assumed to be 0% in both examples.



<PAGE>
<TABLE>
<CAPTION>

These  are just  examples.  They do not  represent  past or future  expenses  or
returns. Actual expenses may be higher or lower than those shown.

                                                                                           EXAMPLES:
                                      Total Annual    Total Annual
                                        Insurance   Class 1 Portfolio  Total Annual        Expenses at end of:
Variable Option                          Charges        Expenses         Expenses         1 Year        10 Years
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>             <C>              <C>              <C>           <C> 
Capital Growth                            1.59%           .77%             2.36%            $84           $270

Global Health Care Securities1            1.59%           .84%             2.43%            $85           $277

Global Utilities Securities               1.59%           .50%             2.09%            $81           $242

Growth and Income                         1.59%           .49%             2.08%            $81           $241

High Income                               1.59%           .53%             2.12%            $82           $245

Income Securities                         1.59%           .49%             2.08%            $81           $241

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

Mutual Discovery Securities               1.59%           1.00%            2.59%            $86           $293

Mutual Shares Securities                  1.59%           .77%             2.36%            $84           $270

Natural Resources Securities              1.59%           .64%             2.23%            $83           $256

Real Estate Securities                    1.59%           .54%             2.13%            $82           $246

Rising Dividends                          1.59%           .72%             2.31%            $83           $264

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

Templeton Developing Markets Equity       1.59%           1.41%            3.00%            $90           $332

Templeton Global Asset Allocation         1.59%           .84%             2.43%            $85           $277

Templeton Global Growth                   1.59%           .88%             2.47%            $85           $281

Templeton Global Income Securities        1.59%           .63%             2.22%            $83           $255

Templeton International Equity            1.59%           .88%             2.47%            $85           $281

Templeton International Smaller Companies 1.59%           1.10%            2.69%            $87           $302

Templeton Pacific Growth                  1.59%           1.10%            2.69%            $87           $302

U.S. Government Securities                1.59%           .50%             2.09%            $81           $242

Value Securities1                         1.59%           .83%             2.42%            $85           $276

Zero Coupon 2000                          1.59%           .66%             2.25%            $83           $258

Zero Coupon 2005                          1.59%           .66%             2.25%            $83           $258

Zero Coupon 2010                          1.59%           .66%             2.25%            $83           $258
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1. Estimated for 1999
</FN>
</TABLE>

For more  detailed  information,  see the Fee  Table in the  prospectus  for the
Contract.

<PAGE>


6. 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 take money out, 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.


7. ACCESS TO YOUR MONEY
- -------------------------------------------------------------------------------

You may make a withdrawal at any time during the accumulation phase. Any partial
withdrawal must be for at least $500. You may request a withdrawal in writing or
by electing the Systematic  Withdrawal Program or Minimum  Distribution  Program
which are briefly described in Section 10 of this profile. After the first year,
you can make  multiple  withdrawals  up to a total  of 15% of the  value of your
Contract each year without charge from Preferred Life.  Withdrawals in excess of
that amount will be subject to a 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.  Withdrawals in excess of the 15%
free withdrawal amount will be charged a contingent  deferred sales charge which
declines from 6% to 0% depending  upon the number of complete  years we have had
your payment.  After  Preferred Life has had a payment for 7 years,  there is no
charge for withdrawals related to that payment. Each purchase payment you add to
your Contract has its own 7 year  contingent  deferred sales charge  period.  Of
course,  you may also have to pay income tax and a tax  penalty on any money you
take out of the Contract.



8. PERFORMANCE
OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

The value of the Contract will vary up or down depending upon the performance of
the portfolio(s) you choose.

The following chart shows total returns for the  portfolios'  Class 1 shares for
the  periods  shown.  Performance  is not  shown  for  the  Global  Health  Care
Securities  Fund and the Value  Securities  Fund because they were first offered
for sale on May 1, 1998.  These  numbers  reflect  the  insurance  charges,  the
contract maintenance charge and the operating expenses of the portfolios.  These
numbers do not reflect any contingent deferred sales charges,  which if applied,
would reduce such performance. Past
performance is not a guarantee of future results.

<PAGE>
<TABLE>
<CAPTION>


Calendar Year

Variable Option                                       1998     1997      1996     1995      1994     1993      1992
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                                 <C>      <C>       <C>      <C>      <C>       <C>       <C>                  
Capital Growth                                      18.41%   16.46%        NA       NA        NA       NA        NA

Global Utilities Securities                          9.44%   24.79%     5.47%   29.32%   -12.97%    8.80%     7.00%

Growth and Income                                    6.63%   25.76%    12.39%   30.77%    -3.57%    8.58%     5.03%

High Income                                          -.67%    9.80%    12.10%   17.90%    -3.80%   13.94%    14.43%

Income Securities                                     .04%   15.26%     9.52%   20.49%    -7.75%   16.76%    11.45%

Money Market                                         3.56%    3.59%     3.50%    4.09%     2.20%    0.93%     1.43%

Mutual Discovery Securities                         -6.50%   17.50%        NA       NA        NA       NA        NA

Mutual Shares Securities                            -1.49%   15.89%        NA       NA        NA       NA        NA

Natural Resources Securities                       -26.58%  -20.27%     2.35%    0.74%    -3.54%   53.23%   -11.56%

Real Estate Securities                             -18.15%   18.81%    30.74%   15.69%     1.27%   17.16%    10.33%

Rising Dividends                                     5.24%   30.96%    22.23%   27.73%    -5.59%   -4.98%        NA

Small Cap                                           -2.54%   15.59%    27.05%       NA        NA       NA        NA

Templeton Developing Markets Equity                -22.87%  -10.17%    19.68%    1.16%        NA       NA        NA

Templeton Global Asset Allocation                   -1.62%    9.96%    17.95%       NA        NA       NA        NA

Templeton Global Growth                              7.26%   11.72%    19.38%   10.96%        NA       NA        NA

Templeton Global Income Securities                   5.40%    0.86%     7.91%   12.88%    -6.49%   14.86%    -1.96%

Templeton International Equity                       3.90%    9.94%    21.04%    8.86%    -0.72%  -26.58%        NA

Templeton International Smaller Companies          -13.67%   -3.06%        NA       NA        NA       NA        NA

Templeton Pacific Growth                           -14.52%  -37.00%     9.35%    6.28%   -10.24%   45.59%        NA

U.S. Government Securities                           5.75%    7.59%     1.97%   17.60%    -6.06%    7.99%     5.97%

Zero Coupon 2000                                     5.81%    5.42%     0.80%   18.79%    -8.22%   14.34%     7.35%

Zero Coupon 2005                                    10.77%    9.62%    -2.09%   29.71%   -11.01%   20.33%     9.07%

Zero Coupon 2010                                    12.65%   14.75%    -4.24%   40.59%   -12.38%   23.48%     8.61%

</TABLE>


<PAGE>
9. DEATH BENEFIT
- --------------------------------------------------------------------------------

If you die during the  accumulation  phase, the person you have selected as your
beneficiary will receive a death benefit. This death benefit will be the greater
of:

1) the  current  value of your  Contract,  less any taxes,  on the day all claim
proofs  and  payment  election  forms  are  received  by  Preferred  Life at the
Valuemark Service Center; or

2) (if applicable)  the guaranteed  minimum death benefit,  less any taxes.  The
guaranteed  minimum  death  benefit,  as of the day all claim proofs and payment
election forms are received by Preferred Life at the Valuemark  Service  Center,
is the greater of:

    A)  payments  you have made,  less any money you have taken out and  charges
paid on the money you have taken out; or

    B) the highest value of the Contract on each Contract  anniversary  prior to
your 81st  birthday or date of death,  increased by any payments made since that
anniversary,  less any money  taken out and  charges  paid on the money you have
taken out since that anniversary.

Different rules apply after your 81st birthday.


10. OTHER INFORMATION
- --------------------------------------------------------------------------------

Free Look. If you cancel the Contract within 10 days after receiving it, we will
send your money back without assessing a contingent  deferred sales charge.  You
will receive whatever your Contract is worth on the day we receive your request.
This  may be more or less  than  your  original  payment.  If you  purchase  the
Contract as an IRA,  we are  required  to refund  your  purchase  payment if you
cancel the Contract within 10 days.

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

Purchasing  Considerations.  The Franklin Valuemark IV Variable Annuity Contract
is designed for people seeking  long-term tax deferred  accumulation  of assets,
generally for retirement or other long-term  purposes.  The tax deferred feature
is most attractive to people in high federal and state tax brackets.  You should
not buy this  Contract if you are looking for a short-term  investment or if you
cannot take the risk of getting back less money than you put in.

ADDITIONAL FEATURES

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

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

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.  Theoretically this can give you a
lower average cost per unit over time than a single one time purchase.  However,
there are no guarantees that this will take place.

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

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

Minimum  Distribution  Program - You can  arrange to have money sent to you each
month or quarter to meet certain required  distribution  requirements imposed by
the Internal Revenue Code for IRAs (generally after age 701/2).

These features may not be suitable for your particular situation.

11. INQUIRIES

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

   Valuemark Service Center
   300 Berwyn Park
   P.O. Box 3031
   Berwyn, PA 19312-0031
   (800) 624-0197                                                              
<PAGE>
             THE FRANKLIN VALUEMARK(R) IV VARIABLE ANNUITY CONTRACT
                                    issued by
                        PREFERRED LIFE VARIABLE ACCOUNT C
                                       and
                   PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
- -------------------------------------------------------------------------------

This prospectus  describes the Franklin  Valuemark IV Variable  Annuity Contract
with a Fixed Account  offered by Preferred  Life  Insurance  Company of New York
(Preferred Life).

The  annuity  has 25  Variable  Options,  each of  which  invests  in one of the
Portfolios  of  Franklin  Valuemark  Funds which are listed  below,  and a Fixed
Account of Preferred  Life.  You can select up to 10 investment  choices  (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  IV Variable
Annuity Contract with a Fixed Account.

To learn more about the  annuity  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
incorporated by reference into this prospectus. The Table of Contents of the SAI
is  on  page  20  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)  342-3863 or write us at: 152 West 57th
Street, 18th Floor, New York, New York 10019.

The Franklin Valuemark IV 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  truthful 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


Fee Table                                           4

1. The Franklin Valuemark IV
Variable Annuity Contract                           8
    Contract Owner                                  8
    Joint Owner                                     8
    Annuitant                                       8
    Beneficiary                                     8
    Assignment                                      8

2. Annuity Payments (The Payout Phase)              9
    Annuity Options                                 9

3. Purchase                                        10
    Purchase Payments                              10
    Automatic Investment Plan                      10
    Allocation of Purchase Payments                10
    Free Look                                      10
    Accumulation Units                             10

4. Investment Options                              11
    Transfers                                      12
    Dollar Cost Averaging Program                  12
    Flexible Rebalancing                           13
    Voting Privileges                              13
    Substitution                                   13

5. Expenses                                        13
    Insurance Charges                              13
     Mortality and Expense Risk Charge             13
     Administrative Charge                         13
    Contract Maintenance Charge                    13
    Contingent Deferred Sales Charge               14
     Waiver of Contingent Deferred Sales Charge    14
     Reduction or Elimination of the
 Contingent Deferred Sales Charge                  14
    Transfer Fee                                   14
    Income Taxes                                   15
    Portfolio Expenses                             15

6. Taxes                                           15
    Annuity Contracts in General                   15
    Qualified and Non-Qualified Contracts
    Multiple Contracts                             15
    Withdrawals - Non-Qualified Contracts          15
    Withdrawals - Qualified Contracts              16
    Withdrawals - Tax-Sheltered Annuities          16
    Diversification                                16

7. Access to Your Money                            16
    Systematic Withdrawal Program                  16
    Minimum Distribution Program                   17
    Suspension of Payments or Transfers            17

8. Performance                                     17

9. Death Benefit                                   18
    Upon Your Death                                18
    Death of Annuitant                             19

10. Other Information                              19
    Preferred Life                                 19
    Year 2000                                      19
    The Separate Account                           19
    Distribution                                   19
    Administration                                 20
    Financial Statements                           20

Table of Contents of the
Statement of Additional Information                20

Appendix                                           21

<PAGE>



INDEX OF TERMS
This prospectus is written in plain English to make it as understandable for you
as possible.  However, there are some technical terms used which are capitalized
in this prospectus.  The page that is indicated below is where you will find the
definition for the word or term.

                                                    Page
Accumulation Phase                                     8
Accumulation Unit                                     10
Annuitant                                              8
Annuity Options                                        9
Annuity Payments                                       9
Annuity Unit                                          10
Beneficiary                                            8
Contract                                               8
Contract Owner                                         8
Fixed Account                                          8
                                                    Page
Income Date                                            9
Joint Owner                                            8
Non-Qualified                                         15
Payout Phase                                           9
Portfolios                                            11
Purchase Payment                                      10
Qualified                                             15
Tax Deferral                                           8
Variable Option                                        8


<PAGE>


FEE TABLE
The purpose of this Fee Table is to help you  understand the costs of investing,
directly or indirectly,  in the Variable Options under 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           6%
                                      1-2           6%
                                      2-3           6%
                                      3-4           5%
                                      4-5           4%
                                      5-6           3%
                                      6-7           2%
                                      7 +           0%

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


CONTRACT MAINTENANCE CHARGE**                       $30 per Contract per year


SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and Expense Risk Charge***                1.34%

Administrative Charge                                .15%
                                                  
Total Separate Account Annual Expenses              1.49%

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

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

***The  Mortality  and Expense Risk Charge is 1.25% during the Payout Phase.


<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
                                                       and Portfolio                 Other              Total Annual
                                                    Administration Fees1           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. 
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

EXAMPLES

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 Premium taxes are not reflected in the tables.

o For additional information, see Section 5 - "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                                       $84             $125              $160             $270

Global Health Care Securities Fund*                       $85             $127              $164             $277

Global Utilities Securities Fund                          $81             $116              $146             $242

Growth and Income Fund                                    $81             $116              $146             $241

High Income Fund                                          $82             $117              $148             $245

Income Securities Fund                                    $81             $116              $146             $241

Money Market Fund                                         $82             $117              $148             $245

Mutual Discovery Securities Fund                          $86             $132              $172             $293

Mutual Shares Securities Fund                             $84             $125              $160             $270

Natural Resources Securities Fund                         $83             $121              $153             $256

Real Estate Securities Fund                               $82             $118              $148             $246

Rising Dividends Fund                                     $83             $123              $157             $264

Small Cap Fund                                            $84             $125              $160             $270

Templeton Developing Markets Equity Fund                  $90             $144              $192             $332

Templeton Global Asset Allocation Fund                    $85             $127              $164             $277

Templeton Global Growth Fund                              $85             $128              $166             $281

Templeton Global Income Securities Fund                   $83             $120              $153             $255

Templeton International Equity Fund                       $85             $128              $166             $281

Templeton International Smaller Companies Fund            $87             $135              $177             $302

Templeton Pacific Growth Fund                             $87             $135              $177             $302

U.S. Government Securities Fund                           $81             $116              $146             $242

Value Securities Fund*                                    $85             $126              $163             $276

Zero Coupon Fund - 2000                                   $83             $121              $154             $258

Zero Coupon Fund - 2005                                   $83             $121              $154             $258

Zero Coupon Fund - 2010                                   $83             $121              $154             $258
- ---------------------------------------------------------------------------------------------------------------------------
<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 your Contract is not
surrendered or if you apply your Contract value to an Annuity Option:

                                                        1 Year           3 Years           5 Years         10 Years
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                                       <C>              <C>              <C>              <C> 
Capital Growth Fund                                       $24              $74              $126             $270

Global Health Care Securities Fund*                       $25              $76              $130             $277

Global Utilities Securities Fund                          $21              $65              $112             $242

Growth and Income Fund                                    $21              $65              $112             $241

High Income Fund                                          $22              $66              $114             $245

Income Securities Fund                                    $21              $65              $112             $241

Money Market Fund                                         $22              $66              $114             $245

Mutual Discovery Securities Fund                          $26              $81              $138             $293

Mutual Shares Securities Fund                             $24              $74              $126             $270

Natural Resources Securities Fund                         $23              $70              $119             $256

Real Estate Securities Fund                               $22              $67              $114             $246

Rising Dividends Fund                                     $23              $72              $123             $264

Small Cap Fund                                            $24              $74              $126             $270

Templeton Developing Markets Equity Fund                  $30              $93              $158             $332

Templeton Global Asset Allocation Fund                    $25              $76              $130             $277

Templeton Global Growth Fund                              $25              $77              $132             $281

Templeton Global Income Securities Fund                   $23              $69              $119             $255

Templeton International Equity Fund                       $25              $77              $132             $281

Templeton International Smaller Companies Fund            $27              $84              $143             $302

Templeton Pacific Growth Fund                             $27              $84              $143             $302

U.S. Government Securities Fund                           $21              $65              $112             $242

Value Securities Fund*                                    $25              $75              $129             $276

Zero Coupon Fund - 2000                                   $23              $70              $120             $258

Zero Coupon Fund - 2005                                   $23              $70              $120             $258

Zero Coupon Fund - 2010                                   $23              $70              $120             $258
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated
</FN>
</TABLE>

See the Appendix for Accumulation Unit Values - Condensed Financial Information.



<PAGE>


1. THE FRANKLIN VALUEMARK IV
VARIABLE ANNUITY CONTRACT
- --------------------------------------------------------------------------------

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

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

The Contract  benefits  from Tax Deferral.  Tax Deferral  means that you are not
taxed on earnings or  appreciation on the assets in your Contract until you take
money out of your Contract.

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 the Contract,  the amount of money you are able to
accumulate in your Contract during the Accumulation  Phase depends in large part
upon the investment  performance of the 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 the
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 at any time. This may be a taxable event.  You should
consult with your tax adviser before doing this.

JOINT OWNER

The Contract can be owned by Joint Owners. Upon the death of either Joint Owner,
the  surviving  Joint  Owner  will  be the  designated  Beneficiary.  Any  other
Beneficiary  designation at the time the Contract was issued or as may have been
later  changed  will be treated as a  contingent  Beneficiary  unless  otherwise
indicated.

ANNUITANT

The Annuitant is the natural person on whose life we base Annuity Payments.  You
name an  Annuitant.  You may change the  Annuitant at any time before the Income
Date  unless  the  Contract  is  owned  by  a  non-individual  (for  example,  a
corporation).

BENEFICIARY

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

ASSIGNMENT

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

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


2. ANNUITY PAYMENTS
(THE PAYOUT PHASE)
- --------------------------------------------------------------------------------

You can receive  regular  monthly income  payments under your Contract.  You can
choose the month and year in which those payments  begin.  We call that date the
Income Date. Your Income Date must be the first day of a calendar month and must
be at least 2 full years after you buy the  Contract.  You can also choose among
income plans. We call those Annuity Options.

We ask you to choose your Income Date when you  purchase the  Contract.  You can
change it at any time before the Income Date with 30 days notice to us.  Annuity
Payments must begin by the first day of the first calendar  month  following the
Annuitant's  90th  birthday.  You (or someone you  designate)  will  receive the
Annuity Payments. You will receive tax reporting on those payments.

You may elect to receive your  Annuity  Payments as a variable  payout,  a fixed
payout,  or a  combination  of both.  Under a fixed  payout,  all of the Annuity
Payments will be the same dollar amount  (equal  installments).  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
payment will depend upon three things:

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,
and

3) the performance of the Variable Option(s) you selected.

If the actual  performance  exceeds the 5% assumed investment rate, your Annuity
Payments  will  increase.  Similarly,  if the actual  rate is less than 5%, your
Annuity Payments will decrease.

ANNUITY OPTIONS

You can choose one of the following  Annuity Options or any other Annuity Option
you want and that  Preferred  Life agrees to  provide.  After  Annuity  Payments
begin,  you cannot  change the Annuity  Option.  If you do not choose an Annuity
Option prior to the Income Date, we will assume that you selected Option 2 which
provides a life annuity with 5 years of guaranteed payments.

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

OPTION 2. Life Annuity with 5, 10, 15 or 20 Year Payments Guaranteed. Under this
option, we will make monthly Annuity Payments so long as the Annuitant is alive.
However, if the Annuitant dies before the end of the selected guaranteed period,
we will  continue to make  Annuity  Payments to you or any person you choose for
the  rest  of the  guaranteed  period.  If you do not  want to  receive  Annuity
Payments after the Annuitant's death, you can ask us for a single lump sum.

OPTION 3.  Joint and Last  Survivor  Annuity.  Under this  option,  we will make
monthly  Annuity  Payments  during the joint  lifetime of the  Annuitant and the
joint Annuitant. When the Annuitant dies, if the joint Annuitant is still alive,
we will  continue  to make  Annuity  Payments  so  long as the  joint  Annuitant
continues to live. The amount of the Annuity Payments we will make to you can be
equal to 100%, 75% or 50% of the amount that was being paid when both Annuitants
were  alive.  The  monthly  Annuity  Payments  will end when the last  surviving
Annuitant dies.

OPTION 4. Joint and Last  Survivor  Annuity  with 5, 10, 15 OR 20 Year  Payments
Guaranteed.  Under this option, we will make monthly Annuity Payments during the
joint  lifetime of the  Annuitant  and the joint  Annuitant.  When the Annuitant
dies,  if the joint  Annuitant is still alive,  we will continue to make Annuity
Payments,  so long as the surviving  Annuitant continues to live, at 100% of the
amount  that would  have been paid if they were both  alive.  If,  when the last
death  occurs,  we have  made  Annuity  Payments  for  less  than  the  selected
guaranteed  period,  we will  continue  to make  Annuity  Payments to you or any
person  you  choose  for rest of the  guaranteed  period.  If you do not want to
receive Annuity Payments after the last Annuitant's  death, you can ask us for a
single lump sum.

OPTION 5. Refund Life Annuity.  Under this option,  we will make monthly Annuity
Payments during the Annuitant's lifetime.  The last Annuity Payment will be made
before the Annuitant dies and if the value of the Annuity  Payments made is less
than the value applied to the Annuity Option,  then you will receive a refund as
set forth in the Contract.


3. PURCHASE
- -------------------------------------------------------------------------------


PURCHASE PAYMENTS

A Purchase Payment is the money you invest in the Contract.  The minimum payment
Preferred  Life  will  accept  is  $5,000  when  the  Contract  is  bought  as a
Non-Qualified Contract. If you enroll in the automatic investment plan (which is
described  below),  your Purchase  Payment can be $2,000.  If you are buying the
Contract  as part of an IRA  (Individual  Retirement  Annuity),  401(k) or other
qualified plan, the minimum amount we will accept is $2,000. The maximum we will
accept  without  our  prior  approval  is $1  million.  You can make  additional
Purchase  Payments of $250 (or as low as $100 if you have selected the automatic
investment plan) or more to either type of Contract.  Preferred Life may, at its
sole  discretion,  waive minimum payment  requirements.  At the time you buy the
Contract,  you and the Annuitant cannot be older than 85 years old. 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 funds from your  savings or checking  account.  You may
participate in this program by completing the appropriate  form. We must receive
your form by the first of the month in order for AIP to begin  that same  month.
Investments  will take place on the 20th of the month, or the next business day.
The minimum  investment that can be made by AIP is $100. You may stop AIP at any
time you want. We need to be notified by the first of the month in order to stop
or change AIP that month.  If AIP is used for a Qualified  Contract,  you should
consult your tax adviser for advice regarding maximum contributions.

ALLOCATION OF PURCHASE PAYMENTS

When you purchase a Contract,  we will  allocate  your  Purchase  Payment to the
Fixed Account and/or one or more of the Variable  Options you have selected.  We
ask that you allocate your money in either whole  percentages  or round dollars.
You can  instruct  us how to allocate  additional  Purchase  Payments  you make.
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 10 investment  choices at any one time (which  includes any of
the 25 Variable Options which invest in a Portfolio of Franklin  Valuemark Funds
listed in Section 4 and the Preferred Life Fixed Account). We may change this in
the  future.  However,  we will  always  allow you to  invest  in at least  five
Variable Options.

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

FREE LOOK

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

ACCUMULATION UNITS

The value of the portion of your Contract allocated to the Variable Options will
go up or  down  depending  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 by  multiplying  the  Accumulation  Unit value for the previous
period by a factor for the current period. The factor is determined by:

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

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

The value of an Accumulation Unit may go up or down from day to day.

When you make a Purchase  Payment,  we credit your  Contract  with  Accumulation
Units for any portion of your Purchase  Payment  allocated to a Variable Option.
The number of  Accumulation  Units credited is determined by dividing the amount
of the  Purchase  Payment  allocated  to a  Variable  Option by the value of the
Accumulation Unit.

We calculate the value of an Accumulation Unit after the New York Stock Exchange
closes each day and then credit your Contract.

EXAMPLE:

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


4. INVESTMENT OPTIONS
- --------------------------------------------------------------------------------


The Contract  offers 25 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,  LLC (FAS),  Franklin Mutual Advisers,  LLC (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 variable life
insurance  policies offered by an affiliate of Preferred Life and other variable
annuity  contracts  offered  by  Preferred  Life  and its  affiliates.  Franklin
Valuemark  Funds  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. Preferred Life may change this practice in the future.  However, this
product is not designed for  professional  market timing  organizations or other
persons using  programmed,  large, or frequent  transfers.  Such activity may be
disruptive to a Portfolio.  We reserve the right to reject any specific Purchase
Payment  allocation  or transfer  request from any person,  if in the  Portfolio
managers'  judgment,  a  Portfolio  would be  unable to  invest  effectively  in
accordance  with its  investment  objectives  and policies,  or would  otherwise
potentially be adversely affected.

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

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

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

3. Your request for a transfer must clearly state which 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.

Preferred Life has reserved the right to modify the transfer  provisions subject
to the guarantees described above.

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

DOLLAR COST AVERAGING PROGRAM

The Dollar Cost Averaging  Program allows you to  systematically  transfer a set
amount of money each month or quarter from any one 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 and it is available  for new  Contracts  and  additional
Purchase  Payments to new and  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
Portfolio of your choice. The required minimum investment is $6,000.

The second option is the Standard Dollar Cost Averaging  Option which 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 will be made on the 20th day of the month unless that day
is not a  business  day.  If it is not,  then the  transfer  will be made on the
previous day.

If you participate in Flexible Rebalancing, the transfers made under the program
are not taken into account in determining any transfer fee. The Fixed Account is
not permitted to be part of Flexible Rebalancing.

VOTING PRIVILEGES

Preferred  Life is the legal  owner of the  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.  We may also limit further  investment in a Variable  Option if we deem
the investment inappropriate.


5. EXPENSES
- --------------------------------------------------------------------------------

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

INSURANCE CHARGES

Each day, Preferred Life makes a deduction for its insurance charges.  Preferred
Life does this as part of its calculation of the value of the Accumulation Units
and the Annuity Units. The insurance charge has two parts:

1) the mortality and expense risk charge, and

2) the administrative charge.

Mortality and Expense Risk Charge. During the Accumulation Phase, this charge is
equal,  on an annual basis,  to 1.34% of the average daily value of the Contract
invested in a Variable  Option,  after the  deduction  of  expenses.  During the
Payout Phase,  the charge is equal,  on an annual basis, to 1.25% of the average
daily value of the Contract  invested in a 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).  The amount of
the  mortality  and expense risk charge is less during the Payout Phase  because
Preferred  Life does not pay a death benefit  separate  from benefits  under the
Annuity Option if you die during the Payout Phase.

Administrative  Charge. This charge is equal, on an annual basis, to .15% of the
average  daily value of the Contract  invested in a 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 is at
least $50,000 when the deduction  for the charge is to be made,  Preferred  Life
will not deduct this  charge.  If you own more than one  Franklin  Valuemark  IV
Contract,  Preferred  Life will  determine  the total value of all your Franklin
Valuemark IV Contracts. If the total value of all Contracts registered under the
same social security number is at least $50,000,  Preferred Life will not assess
the contract maintenance charge. Currently, the charge is also waived during the
Payout  Phase  if the  value of your  Contract  at the  Income  Date is at least
$50,000. If the Contract is owned by a non-natural person (e.g., a corporation),
Preferred  Life will look to the  Annuitant  to  determine if it will assess the
charge.

If you make a complete withdrawal from your Contract,  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

Withdrawals  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 how long Preferred Life has had your payment.
The charge is:

                                Contingent Deferred
                                   Sales Charge
         Years Since            (as a percentage of
      Purchase Payment          Purchase Payments)
    -------------------------------------------------
             0-1                        6%
             1-2                        6%
             2-3                        6%
             3-4                        5%
             4-5                        4%
             5-6                        3%
             6-7                        2%
             7+                         0%

However, after Preferred Life has had a Purchase Payment for 7 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.  Preferred  Life does not assess the
contingent deferred sales charge on any payments paid out as Annuity Payments or
as death benefits.

NOTE:  For tax purposes,  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  (referred to in sales  literature  as "15%  Withdrawal
Privilege")  - Each year after the first  Contract  year,  you can make multiple
withdrawals  of up to  15% of the  value  of  your  Contract  and no  contingent
deferred sales charge will be deducted from the 15% you take out. Withdrawals in
excess of that free  amount  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 also
elect  to  participate  in the  Systematic  Withdrawal  Program  or the  Minimum
Distribution  Program which allow you to make withdrawals  without the deduction
of the contingent deferred sales charge under certain circumstances.  You cannot
use these programs and the 15% free withdrawal amount in the same Contract year.
See  Section 7 - "Access to Your  Money"  for a  description  of the  Systematic
Withdrawal Program and the Minimum Distribution Program.

Waiver of Contingent Deferred Sales Charge

Under certain  circumstances,  after the first year,  Preferred Life will permit
you to take your money out of the  Contract  without  deducting  the  contingent
deferred sales charge if you or your Joint Owner become totally  disabled for at
least 90 consecutive days.

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 not deduct a contingent
deferred  sales  charge  under a  Contract  issued to an  officer,  director  or
employee of Preferred Life or any of its affiliates. Any circumstances resulting
in reduction or  elimination of the  contingent  deferred sales charge  requires
prior approval of Preferred Life.

TRANSFER FEE

You can make 12 free  transfers  every  year.  We measure a year from the day we
issue your Contract. If you make more than 12 transfers a year, we will deduct a
transfer fee of $25 or 2% of the amount that is transferred,  whichever is less,
for  each  additional  transfer.  The  transfer  fee will be  deducted  from the
Variable  Option or the Fixed  Account from which the  transfer is made.  If the
entire  amount  is  transferred,  the  fee  will be  deducted  from  the  amount
transferred.

If the  transfer  is part of the  Dollar  Cost  Averaging  Program  or  Flexible
Rebalancing, it will not count in determining the transfer fee.

INCOME TAXES

Preferred  Life  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 prospectus and the accompanying prospectus for Franklin Valuemark Funds.


6. TAXES
- --------------------------------------------------------------------------------


NOTE:  Preferred  Life has  prepared  the  following  information  on taxes as a
general discussion of the subject.  It is not intended as tax advice. You should
consult your own tax adviser about your own  circumstances.  Preferred  Life has
included additional  information  regarding taxes in the Statement of Additional
Information.

ANNUITY CONTRACTS IN GENERAL

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

You, as the Contract Owner,  will not be taxed on increases in the value of your
Contract  until a  distribution  occurs -- either as a 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 the life or life expectancy of the taxpayer;

(5) paid under an immediate annuity; or

(6) which come from Purchase Payments made prior to August 14, 1982.

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,  the Contract
Owner can only withdraw the Purchase Payments and not any earnings.

DIVERSIFICATION

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


7. 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,  less any premium tax and less any contract  maintenance  charge.
(See Section 5 - "Expenses" for a discussion of the charges.)

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

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 Section 6 - "Taxes" and
the discussion in the SAI.

SYSTEMATIC WITHDRAWAL PROGRAM

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

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.


8. 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
Portfolio  expenses.  It  does  not  reflect  the  deduction  of any  applicable
contingent deferred sales charge and contract  maintenance charge. The deduction
of any applicable  contract  maintenance  charges 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.

Certain  Portfolios  have been in  existence  for some time and have  investment
performance   history.  In  order  to  demonstrate  how  the  actual  investment
experience of the Portfolios may affect your Accumulation Unit values, Preferred
Life has  prepared  performance  information.  The  performance  is based on the
historical  performance of the  Portfolios,  modified to reflect the charges and
expenses of your  Contract as if the Contract had been in existence for the time
periods  shown.  The inception  dates of the  Portfolios  pre-date the inception
dates of the corresponding  Variable Options.  For periods starting prior to the
date the Variable Options 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  and does not
guarantee future results of the Variable Options.


9. DEATH BENEFIT
- --------------------------------------------------------------------------------

UPON YOUR DEATH

If you or your Joint Owner die during the  Accumulation  Phase,  Preferred  Life
will pay a death benefit to your  Beneficiary  (see below).  No death benefit is
paid during the Payout Phase. The amount of the death benefit is:

I. Contracts That Receive An Enhanced Death Benefit Endorsement

   Contracts that are owned individually,  or jointly with another person, or as
agent  for  an  individual  person,  will  receive  an  enhanced  death  benefit
endorsement.  For these Contracts,  the death benefit will be the greater of (1)
or (2) below:

   (1) The current value of your Contract,  less any taxes owed.  This amount is
determined as of the day we receive all claim proofs and payment  election forms
at our Valuemark Service Center.

   (2) The  guaranteed  minimum  death  benefit (as  explained  below and in the
enhanced death benefit  endorsement to your Contract),  as of the day we receive
all claim proofs and payment election forms at our Valuemark Service Center.

       A. During the first year of all such  Contracts  and if you are age 81 or
older at the time of purchase,  the following  guaranteed  minimum death benefit
will apply:

          o payments you have made,

          o less any money you have taken out,

          o less any applicable charges paid on money taken out.

       B. After the first Contract  year, for Contracts  issued before your 81st
birthday,  and until you reach age 81,  the  greater of (a) or (b) below will be
your guaranteed minimum death benefit:

          a) Purchase Payments

             o payments you have made,

             o less any money you have taken out,

             o less any applicable charges paid on money taken out.

          b) Contract Value

             o highest value of the Contract on each Contract anniversary,

             o plus any payments made since that Contract anniversary,

             o less any money you have taken out since that anniversary,

             o less any applicable charges paid on money taken out since that
               anniversary,

       C. After your 81st  birthday,  the  following  guaranteed  minimum  death
benefit will apply:

          o your guaranteed minimum death benefit on the Contract anniversary
            prior to your 81st birthday,

          o plus any payments you have made since then,

          o less any money you have taken out since then,

          o less any applicable charges paid on money taken out since then.

II. Contracts That Do Not Receive An Enhanced Death
Benefit Endorsement

For all Contracts that do not receive an enhanced death benefit endorsement, the
death benefit will be:

   The current value of your  Contract,  less any taxes owed. We determine  this
   amount as of the day we receive all claim proofs and payment  election  forms
   at our Valuemark Service Center.

III. Additional Provisions

If you have a Joint Owner,  the age of the oldest Contract Owner will be used to
determine the  guaranteed  minimum death benefit.  The guaranteed  minimum death
benefit will be reduced by any amounts withdrawn after the date of death. If the
Contract is owned by a non-natural  person,  then all references to you mean the
Annuitant.  If you have a Joint Owner,  and the Joint Owner dies,  the surviving
Owner will be considered the Beneficiary.

A Beneficiary may request that the death benefit be paid in one of the following
ways:  (1)  payment of the entire  death  benefit  within 5 years of the date of
death;  or (2) payment of the death benefit under an Annuity  Option.  The death
benefit  payable  under an Annuity  Option  must be paid over the  Beneficiary's
lifetime or for a period not extending beyond the Beneficiary's life expectancy.
Payment must begin within one year of the date of death.  If the  Beneficiary is
the spouse of the Contract Owner,  he/she can choose to continue the Contract in
his/her own name at the then current  value,  or if greater,  the death  benefit
value.  If a lump sum  payment is elected  and all the  necessary  requirements,
including  any required tax consent from the state of New York (when  required),
are met, the payment  will be made within 7 days.  We may delay paying the death
benefit until we receive the tax consent (when required).

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

DEATH OF ANNUITANT

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

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


10. OTHER INFORMATION
- -------------------------------------------------------------------------------


PREFERRED LIFE

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

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  Contracts,
except  assets you  allocate to the Fixed  Account.  The Board of  Directors  of
Preferred Life adopted a resolution to establish the Separate  Account under New
York  insurance  law on February 26, 1988.  Preferred  Life has  registered  the
Separate  Account  with  the  Securities  and  Exchange  Commission  as  a  unit
investment trust under the Investment  Company Act of 1940. The Separate Account
is divided into  Variable  Options (also known as  sub-accounts).  Each Variable
Option invests in one class of shares of a 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 Contracts,  are not chargeable with liabilities arising
out of any other business Preferred Life may conduct.  All the income, gains and
losses  (realized or unrealized)  resulting from these assets are credited to or
charged against the Contracts and not against any other contracts Preferred Life
may issue.

DISTRIBUTION

NALAC Financial Plans, LLC (NFP), 1750 Hennepin Avenue,  Minneapolis,  MN 55403,
acts as the distributor of the Contracts. NFP is an affiliate of Preferred Life.
NFP has subcontracted with Franklin Advisers,  Inc. for it or certain affiliates
to provide certain  marketing  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.  In
addition,  Preferred Life and Franklin Advisers,  Inc. and/or its affiliates may
pay certain  sellers for other services not directly  related to the sale of the
Contracts (such as special marketing support allowances). The New York Insurance
Department permits compensation based on the assets in your Contract.  Preferred
Life may adopt a  different  compensation  program  based on the  assets in your
Contract  in  addition  to, or in lieu of,  the  present  compensation  program.
Commissions may be recovered from broker-dealers if a full or partial withdrawal
occurs within 12 months of a Purchase Payment.

ADMINISTRATION

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

FINANCIAL STATEMENTS

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



TABLE OF CONTENTS
OF THE STATEMENT OF
ADDITIONAL INFORMATION

Insurance Company                                      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                                     4

Annuity Provisions                                     9

Mortality and Expense Risk Guarantee                  10

Financial Statements                                  10



<PAGE>
<TABLE>
<CAPTION>

APPENDIX
CONDENSED FINANCIAL INFORMATION

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

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

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

(Number of units in thousands)
                                              Period from
                                               Inception
                                             (8/17/98) to
Sub-Accounts:                                Dec. 31, 1998
- --------------------------------------------------------------------------------
<S>                                           <C>
Capital Growth
Unit value at beginning of period             $13.110
Unit value at end of period                    $15.537
Number of units outstanding at end of period        17
Global Health Care Securities
Unit value at beginning of period              $10.000
Unit value at end of period                    $10.604
Number of units outstanding at end of period         8
Global Utilities Securities
Unit value at beginning of period              $25.635
Unit value at end of period                    $28.082
Number of units outstanding at end of period         2
Growth and Income
Unit value at beginning of period              $24.354
Unit value at end of period                    $25.993
Number of units outstanding at end of period        17
High Income
Unit value at beginning of period              $21.141
Unit value at end of period                    $21.020
Number of units outstanding at end of period        25
Income Securities
Unit value at beginning of period              $24.864
Unit value at end of period                    $24.898
Number of units outstanding at end of period        14
Money Market
Unit value at beginning of period              $13.756
Unit value at end of period                    $14.260
Number of units outstanding at end of period        12
Mutual Discovery Securities
Unit value at beginning of period              $11.971
Unit value at end of period                     11.205
Number of units outstanding at end of period        17
Mutual Shares Securities
Unit value at beginning of period              $11.981
Unit value at end of period                    $11.814
Number of units outstanding at end of period        38
(Number of units in thousands)
                                              Period from
                                               Inception
                                             (8/17/98) to
Sub-Accounts:                                Dec. 31, 1998
- -------------------------------------------------------------------------------
Natural Resources Securities
Unit value at beginning of period              $11.466
Unit value at end of period                     $8.430
Number of units outstanding at end of period         7
Real Estate Securities
Unit value at beginning of period              $27.944
Unit value at end of period                    $22.901
Number of units outstanding at end of period         1
Rising Dividends
Unit value at beginning of period              $19.968
Unit value at end of period                    $21.034
Number of units outstanding at end of period        17
Small Cap
Unit value at beginning of period              $14.923
Unit value at end of period                    $14.558
Number of units outstanding at end of period         9
Templeton Developing Markets Equity
Unit value at beginning of period              $10.305
Unit value at end of period                     $7.958
Number of units outstanding at end of period         5
Templeton Global Asset Allocation
Unit value at beginning of period              $13.752
Unit value at end of period                    $13.543
Number of units outstanding at end of period         1
Templeton Global Growth
Unit value at beginning of period              $15.124
Unit value at end of period                    $16.238
Number of units outstanding at end of period        10
Templeton Global Income Securities
Unit value at beginning of period              $16.821
Unit value at end of period                    $17.746
Number of units outstanding at end of period         2
Templeton International Equity
Unit value at beginning of period              $17.617
Unit value at end of period                    $18.322
Number of units outstanding at end of period         8
(Number of units in thousands)
                                              Period from
                                               Inception
                                             (8/17/98) to
Sub-Accounts:                                Dec. 31, 1998
- -------------------------------------------------------------------------------
Templeton International Smaller Companies
Unit value at beginning of period              $10.809
Unit value at end of period                     $9.342
Number of units outstanding at end of period         3
Templeton Pacific Growth
Unit value at beginning of period               $9.381
Unit value at end of period                     $8.028
Number of units outstanding at end of period         6
U.S. Government Securities
Unit value at beginning of period              $17.805
Unit value at end of period                    $18.847
Number of units outstanding at end of period        28
Value Securities
Unit value at beginning of period              $10.000
Unit value at end of period                    $ 7.713
Number of units outstanding at end of period        22
Zero Coupon 2000
Unit value at beginning of period              $19.358
Unit value at end of period                    $20.502
Number of units outstanding at end of period         2
Zero Coupon 2005
Unit value at beginning of period              $22.357
Unit value at end of period                    $24.786
Number of units outstanding at end of period         2
Zero Coupon 2010
Unit value at beginning of period              $24.544
Unit value at end of period                    $27.674
Number of units outstanding at end of period         3
</TABLE>




                               
                                   PART B


                       STATEMENT OF ADDITIONAL INFORMATION
                              FRANKLIN VALUEMARK IV
                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                        PREFERREDLIFE VARIABLE ACCOUNT C
                                       and
                   PREFERREDLIFE INSURANCE COMPANY OF NEWYORK
                                   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 PROSPECTUS,  CALL OR WRITE THE
INSURANCE  COMPANY AT: 152 West 57th  Street,  18th Floor,  New York,  NY 10019,
(800) 342-3863.

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 ..............................     4
Annuity Provisions ..............................     9
Mortality and Expense Risk Guarantee ............    10
Financial Statements ............................    10





                                                                V4NY SAI 05/99


Insurance Company
- -------------------------------------------------------------------------------
Information  regarding  Preferred Life Insurance Company of New York ("Insurance
Company") is contained in the Prospectus.

The  Insurance  Company is rated A+ (Superior,  Group  Rating) by A.M.  BEST, an
independent  analyst of the insurance  industry.  The  financial  strength of an
insurance  company may be  relevant  insofar as the ability of a company to make
fixed annuity payments from its general account.

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

The financial  statements of Preferred Life Variable Account C and the financial
statements  of the  Insurance  Company as of and for the year ended  December 31
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, an affiliate of the Insurance  Company,  acts as the
distributor. The offering is on a continuous basis.

Reduction or Elimination of the
Contingent Deferred Sales Charge
- -------------------------------------------------------------------------------

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

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

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

Total Return

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

Any such  performance data will also include average annual total return figures
for one, five and ten year (or since  inception)  time periods  indicated.  Such
total return figures will reflect the deduction of a 1.34% mortality and expense
risk  charge,  a .15%  administrative  charge,  the  operating  expenses  of the
underlying   Portfolio  and  any  applicable  contract  maintenance  charge  and
contingent  deferred  sales charges.  The  contingent  deferred sales charge and
contract  maintenance  charge  deductions are calculated  assuming a Contract is
surrendered at the end of the reporting period.

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

                                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  payment  made at the
beginning  of the  time  periods  used  at the  end of  such  time  periods  (or
fractional portion thereof).

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

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

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

Yield

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

The Money Market  Fund's  current yield is computed on a base period return of a
hypothetical  Contract having a beginning balance of one accumulation unit for a
particular  period of time (generally  seven days).  The return is determined by
dividing the net change  (exclusive of any capital changes) in such accumulation
unit by its  beginning  value,  and  then  multiplying  it by  365/7  to get the
annualized  current yield.  The  calculation of net change reflects the value of
additional  shares  purchased with the dividends paid by the Portfolio,  and the
deduction of the mortality and expense risk charge,  the  administrative  charge
and contract  maintenance  charge.  The effective  yield reflects the effects of
compounding  and  represents  an  annualization  of the current  return with all
dividends reinvested. (Effective yield = [(Base Period Return + 1)365/7] - 1.)

For the  seven-day  period  ending  on  December  31,  1998,  the  Money  Market
Sub-Account  had a current yield of 3.29% and an effective  yield of 3.35%.  The
yield information  assumes that the Sub-Account was invested in the Money Market
Fund for the time period shown.

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

The yield  computation is determined by dividing the net  investment  income per
accumulation  unit  earned  during  the  period  (minus  the  deduction  for the
mortality  and  expense  risk  charge,  administrative  charge and the  Contract
maintenance charge) by the accumulation unit value on the last day of the period
and annualizing the resulting figure, according to the following formula:

                           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);

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 no sales load. The
Insurance  Company does not currently  advertise any yield  information  for any
Portfolio.

Performance Ranking

Total return may be compared to relevant  indices,  including U. S. domestic and
international indices and data from Lipper Analytical Services, Inc., Standard &
Poor's  Indices,  or VARDS.  From time to time,  evaluation  of  performance  by
independent sources may also be used.


Franklin Valuemark Funds - Existing Portfolios

The Portfolios of Franklin  Valuemark Funds have been in existence for some time
and have  investment  performance  history.  In  order  to show  how  investment
performance of the Portfolios  affects  Accumulation Unit values,  the following
performance  information  was developed.  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.

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

<TABLE>
<CAPTION>
Franklin Valuemark IV

Total Return for the periods ended December 31, 1998

                                                          Column I                             Column II
                                            ------------------------------------  ----------------------------------------
                                 Inception   One      Three    Five      Since     One      Three    Five     Since
Portfolio                          Date     Year      Years    Years   Inception  Year      Years    Years  Inception
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>        <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>
Capital Growth                    5/1/96    18.51%       NA        NA   17.95%    12.41%       NA        NA   16.39%
Global Health Care Securities     5/1/98        NA       NA        NA    9.17%        NA       NA        NA   -0.06%
Global Utilities Securities      1/24/89     9.54%   13.04%    10.25%   10.95%     3.44%   11.60%     9.69%   10.88%
Growth and Income                1/24/89     6.73%   14.75%    13.80%   10.09%     0.63%   13.36%    13.31%   10.01%
High Income                      1/24/89    -0.57%    7.03%     6.86%    7.76%    -6.67%    5.43%     6.24%    7.68%
Income Securities                1/24/89     0.14%    8.19%     7.12%    9.61%    -5.96%    6.62%     6.50%    9.54%
Money Market                     1/24/89     3.66%    3.65%     3.49%    3.63%    -2.44%    1.94%     2.79%    3.56%
Mutual Discovery Securities      11/8/96    -6.40%       NA        NA    5.45%   -12.50%       NA        NA    3.05%
Mutual Shares Securities         11/8/96    -1.39%       NA        NA    8.08%    -7.49%       NA        NA    5.75%
Natural Resources Securities     1/24/89   -26.48%  -15.60%   -10.16%   -1.70%   -32.58%  -18.17%   -11.34%   -1.79%
Real Estate Securities           1/24/89   -18.05%    8.44%     8.40%    8.69%   -24.15%    6.89%     7.82%    8.62%
Rising Dividends                 1/27/92     5.34%   19.09%    15.33%   11.32%    -0.76%   17.79%    14.86%   11.24%
Small Cap                        11/1/95    -2.44%   12.79%        NA   12.59%    -8.54%   11.36%        NA   11.43%
Templeton Developing Markets Equity3/15/94 -22.77%   -5.95%        NA   -4.65%   -28.87%   -8.01%        NA   -5.62%
Templeton Global Asset Allocation 5/1/95    -1.52%    8.56%        NA    8.61%    -7.62%    7.01%        NA    7.58%
Templeton Global Growth          3/15/94     7.36%   12.78%        NA   10.63%     1.26%   11.34%        NA   10.05%
Templeton Global Income Securities1/24/89    5.50%    4.78%     4.00%    5.94%    -0.60%    3.11%     3.32%    5.86%
Templeton International Equity   1/27/92     4.00%   11.50%     8.47%    9.13%    -2.10%   10.03%     7.88%    9.05%
Templeton International
    Smaller Companies             5/1/96   -13.57%       NA        NA   -2.52%   -19.67%       NA       NA    -4.65%
Templeton Pacific Growth         1/27/92   -14.42%  -16.08%   -10.79%   -3.12%   -20.52%  -18.68%   -12.01%   -3.21%
U.S. Government Securities       3/14/89     5.85%    5.18%     5.19%    6.68%    -0.25%    3.52%     4.53%    6.60%
Value Securities                  5/1/98        NA       NA        NA  -32.19%        NA       NA        NA  -40.06%
Zero Coupon - 2000               3/14/89     5.91%    4.09%     4.26%    7.60%    -0.19%    2.39%     3.58%    7.52%
Zero Coupon - 2005               3/14/89    10.87%    6.04%     6.64%    9.70%     4.77%    4.40%     6.01%    9.63%
Zero Coupon - 2010               3/14/89    12.75%    7.47%     8.90%   10.94%     6.65%    5.88%     8.32%   10.87%

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


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

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

General

Section 72 of the Internal Revenue Code of 1986, as amended (the "Code") governs
taxation of annuities in general.  A Contract Owner is not taxed on increases in
the value of a Contract until distribution occurs,  either in the form of a lump
sum payment or as annuity payments under the Annuity Option elected.  For a lump
sum payment received as a total surrender  (total  redemption) or death benefit,
the recipient is taxed on the portion of the payment that exceeds the cost basis
of the Contract. For Non-Qualified  Contracts,  this cost basis is generally the
purchase payments, while for Qualified Contracts there may be no cost basis. The
taxable portion of the lump sum payment is taxed at ordinary income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion amount
is 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 Insurance  Company is taxed as a life insurance  company under the Code. For
federal income tax purposes,  the Separate Account is not a separate entity from
the Insurance Company, and its operations form a part of the Insurance Company.

Diversification

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

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

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

The Insurance  Company  intends that all 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 Insurance Company reserves the right to
modify the Contract in an attempt to maintain favorable tax treatment.

Multiple Contracts

The Code provides that multiple non-qualified annuity contracts which are issued
within a calendar year period to the same  contract  owner by one company or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences, including more rapid taxation of the distributed amounts from such
combination  of contracts.  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 are designed to be suitable for use under various types of
Qualified Plans.  Because of the minimum purchase  payment  requirements,  these
Contracts may not be appropriate  for some periodic  payment  retirement  plans.
Taxation of participants in each Qualified Plan varies with the type of plan and
terms and  conditions of each specific  plan.  Contract  Owners,  annuitants and
beneficiaries  are cautioned that benefits under a Qualified Plan may be subject
to the terms and  conditions of the plan  regardless of the terms and conditions
of the Contracts  issued pursuant to the plan. Some retirement plans are subject
to  distribution  and  other  requirements  that are not  incorporated  into the
Insurance Company's administrative procedures. Contract Owners, participants and
beneficiaries are responsible for determining that contributions,  distributions
and other transactions with respect to the Contracts comply with applicable law.
Following are general  descriptions  of the types of Qualified  Plans with which
the Contracts may be used.  Such  descriptions  are not  exhaustive  and are for
general informational purposes only. The tax rules regarding Qualified Plans are
very complex and will have differing applications, depending on individual facts
and  circumstances.  Each purchaser  should obtain competent tax advice prior to
purchasing a Contract issued under a Qualified Plan.

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

Contracts  issued  pursuant  to  Qualified  Plans  include  special   provisions
restricting Contract provisions that may otherwise be available and described in
this Statement of Additional Information.  Generally,  Contracts issued pursuant
to Qualified Plans are not transferable  except upon surrender or annuitization.
Various  penalty and excise taxes may apply to  contributions  or  distributions
made in violation of applicable  limitations.  Furthermore,  certain  withdrawal
penalties and restrictions  may apply to 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  surrenders.  (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 IRAs 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  designated  beneficiary;   (d)
distributions to a Contract Owner or Annuitant (as applicable) who has separated
from  service  after  he has  attained  age 55;  (e)  distributions  made to the
Contract Owner or Annuitant (as applicable) to the extent such  distributions do
not exceed the amount  allowable  as a deduction  under Code  Section 213 to the
Contract Owner or Annuitant (as  applicable) for amounts paid during the taxable
year for medical care; (f) distributions  made to an alternate payee pursuant to
a qualified  domestic  relations  order;  (g)  distributions  from an Individual
Retirement  Annuity  for the  purchase of medical  insurance  (as  described  in
Section  213(d)(1)(D)  of the  Code) for the  Contract  Owner or  Annuitant  (as
applicable)  and his or her  spouse  and  dependents  if the  Contract  Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks (this exception will no longer apply after the Contract Owner or Annuitant
(as applicable) has been  re-employed for at least 60 days);  (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
- -------------------------------------------------------------------------------

Fixed Annuity Payout

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

Variable Annuity Payout

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

Annuity Unit Value

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

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

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

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

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

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

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

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

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

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

Mortality and Expense Risk Guarantee
- -------------------------------------------------------------------------------

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

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

The audited financial statements of the Insurance Company as of and for the year
ended December 31, 1998,  included  herein should be considered  only as bearing
upon the  ability of the  Insurance  Company to meet its  obligations  under the
Contracts.  The audited  financial  statements of the Separate Account as of and
for the year ended December 31, 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 (2)
     4.     Individual  Variable  Annuity  Contract (1)
     4a.    Waiver  of  Contingent  Deferred  Sales  Charge  Endorsement (1)
     4b.    Enhanced  Death  Benefit  Endorsement (1)
     5.     Application  for  Individual  Variable  Annuity  Contract (1)
     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 (1)
     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 (1)
    27.     Not  Applicable

   (1)  Incorporated  by  reference  to  Registrant's  N-4  filing  (File  Nos.
   333-19699  and  811-05716)  as  electronically  filed  on  January 13, 1997.
   (2) Incorporated by reference to Registrant's Pre-Effective Amendment No. 1
   to Form N-4 electronically filed on May 12, 1997.
   (3) Incorporated by reference to Registrant's Pre-Effective Amendment No. 2
   to Form N-4 electronically filed on May 29, 1997.
   

ITEM  25.    DIRECTORS  AND  OFFICERS  OF  THE  DEPOSITOR

The  following  are  the  Officers  and  Directors  of  the  Company:

<TABLE>
<CAPTION>
<S>                             <C>
Name and Principal              Positions and Offices
Business Address                with Depositor
- -----------------               ------------------------------
<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 to Registrant's N-4
as  filed  on  January  13,  1997  and  is  incorporated  herein by reference.

   
ITEM  27.      NUMBER  OF  CONTRACT  OWNERS

As of February 26, 1999 there were 91 qualified Contract Owners and 151
non-qualified Contract Owners with Contracts in the Separate Account.
    

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  certifies that it meets the  requirements  of
Securities Act Rule 485(b) for effectiveness of this Registrations Statement and
has caused this registration statement to be signed on its behalf in the City of
Minneapolis and State of Minnesota, on this 26th day of April, 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                                     4-26-99

Ronald L. Wobbeking*    Chairman, Chief Executive
Ronald L. Wobbeking     Officer and Director           4-26-99

Thomas D. Barta*        Treasurer
Thomas D. Barta                                        4-26-99

Thomas G. Brown*        Director
Thomas G. Brown                                        4-26-99

Edward J. Bonach*       Director
Edward J. Bonach                                       4-26-99

Robert S. James*        Director
Robert S. James                                        4-26-99

Thomas J. Lynch*        President and Director
Thomas J. Lynch                                        4-26-99

Dennis Marion*          Director
Dennis Marion                                          4-26-99

Eugene T. Wilkinson*    Director
Eugene T. Wilkinson                                    4-26-99

Eugene Long*            Director
Eugene Long                                            4-26-99

Reinhard W. Obermueller*Director
Reinhard W. Obermueller                                4-26-99

Stephen R. Herbert*     Director
Stephen R. Herbert                                     4-26-99

Jack F. Rockett*        Director
Jack F. Rockett                                        4-26-99
</TABLE>


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






                                   EXHIBITS

                                      TO

                         POST-EFFECTIVE AMENDMENT NO. 4

                                      TO

                                   FORM  N-4

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

                      PREFERRED  LIFE  VARIABLE  ACCOUNT  C

                 PREFERRED  LIFE  INSURANCE  COMPANY  OF  NEW  YORK

                               INDEX TO EXHIBITS


EXHIBIT                                                                   PAGE

EX-99.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>
                                               FRANKLIN VALUEMARK IV
                                           Preferred Life Variable Account C
                               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         $13.10996126       76.278      76.278        $1,000.00
12-31-98     Contract Fee           (1.00)          15.53680530      (0.064)      76.214         1,184.11
12-31-98     Value before Surr Chg                  15.53680530        0.000      76.214         1,184.11
12-31-98     Surrender             (60.00)          15.53680530      (3.862)      72.352         1,124.11
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        18.51%      A                             12.41% B

                                                  Growth and Income
12-31-97     Purchase            $1,000.00         $24.35403985       41.061      41.061        $1,000.00
12-31-98     Contract Fee           (1.00)          25.99287759      (0.038)      41.022         1,066.29
12-31-98     Value before Surr Chg                  25.99287759        0.000      41.022         1,066.29
12-31-98     Surrender             (60.00)          25.99287759      (2.308)      38.714         1,006.29
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         6.73% A                                   0.63% B

                                                     High Income
12-31-97     Purchase            $1,000.00         $21.14081079       47.302      47.302        $1,000.00
12-31-98     Contract Fee           (1.00)          21.01959301      (0.048)      47.254           993.27
12-31-98     Value before Surr Chg                  21.01959301        0.000      47.254           993.27
12-31-98     Surrender             (60.00)          21.01959301      (2.854)      44.400           933.27
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        -0.57% A                                  -6.67% B

                                                  Income Securities
12-31-97     Purchase            $1,000.00         $24.86373833       40.219      40.219        $1,000.00
12-31-98     Contract Fee           (1.00)          24.89795747      (0.040)      40.179         1,000.38
12-31-98     Value before Surr Chg                  24.89795747        0.000      40.179         1,000.38
12-31-98     Surrender             (60.00)          24.89795747      (2.410)      37.769           940.38
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         0.14% A                                  -5.96% B

                                                    Money Market
12-31-97     Purchase            $1,000.00         $13.75569800       72.697      72.697        $1,000.00
12-31-98     Contract Fee           (1.00)          14.25958767      (0.070)      72.627         1,035.63
12-31-98     Value before Surr Chg                  14.25958767        0.000      72.627         1,035.63
12-31-98     Surrender             (60.00)          14.25958767      (4.208)      68.419           975.63
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         3.66% A                                  -2.44% B

                                             Mutual Discovery Securities
12-31-97     Purchase            $1,000.00         $11.97090670       83.536      83.536        $1,000.00
12-31-98     Contract Fee           (1.00)          11.20464895      (0.089)      83.447           934.99
12-31-98     Value before Surr Chg                  11.20464895        0.000      83.447           934.99
12-31-98     Surrender             (60.00)          11.20464895      (5.355)      78.092           874.99
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        -6.40% A                                 -12.50% B

                                              Mutual Shares Securities
12-31-97     Purchase            $1,000.00         $11.98070033       83.468      83.468        $1,000.00
12-31-98     Contract Fee           (1.00)          11.81402865      (0.085)      83.383           985.09
12-31-98     Value before Surr Chg                  11.81402865        0.000      83.383           985.09
12-31-98     Surrender             (60.00)          11.81402865      (5.079)      78.304           925.09
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        -1.39% A                                  -7.49% B

                                            Natural Resources Securities
12-31-97     Purchase            $1,000.00         $11.46649607       87.211      87.211        $1,000.00
12-31-98     Contract Fee           (1.00)           8.42970932      (0.119)      87.092           734.16
12-31-98     Value before Surr Chg                   8.42970932        0.000      87.092           734.16
12-31-98     Surrender             (60.00)           8.42970932      (7.118)      79.974           674.16
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                       -26.48% A                                 -32.58% B

                                               Real Estate Securities
12-31-97     Purchase            $1,000.00         $27.94367614       35.786      35.786        $1,000.00
12-31-98     Contract Fee           (1.00)          22.90097471      (0.044)      35.743           818.54
12-31-98     Value before Surr Chg                  22.90097471        0.000      35.743           818.54
12-31-98     Surrender             (60.00)          22.90097471      (2.620)      33.123           758.54
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                       -18.05% A                                 -24.15% B

                                                  Rising Dividends
12-31-97     Purchase            $1,000.00         $19.96761178       50.081      50.081        $1,000.00
12-31-98     Contract Fee           (1.00)          21.03405907      (0.048)      50.034         1,052.41
12-31-98     Value before Surr Chg                  21.03405907        0.000      50.034         1,052.41
12-31-98     Surrender             (60.00)          21.03405907      (2.853)      47.181           992.41
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         5.34% A                                  -0.76% B

                                                      Small Cap
12-31-97     Purchase            $1,000.00         $14.92280844       67.012      67.012        $1,000.00
12-31-98     Contract Fee           (1.00)          14.55802199      (0.069)      66.943           974.56
12-31-98     Value before Surr Chg                  14.55802199        0.000      66.943           974.56
12-31-98     Surrender             (60.00)          14.55802199      (4.121)      62.821           914.56
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        -2.44% A                                  -8.54% B

                                         Templeton Developing Markets Equity
12-31-97     Purchase            $1,000.00         $10.30480726       97.042      97.042        $1,000.00
12-31-98     Contract Fee           (1.00)           7.95817952      (0.126)      96.916           771.28
12-31-98     Value before Surr Chg                   7.95817952        0.000      96.916           771.28
12-31-98     Surrender             (60.00)           7.95817952      (7.539)      89.377           711.28
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                       -22.77% A                                 -28.87% B

                                          Templeton Global Asset Allocation
12-31-97     Purchase            $1,000.00         $13.75214238       72.716      72.716        $1,000.00
12-31-98     Contract Fee           (1.00)          13.54330315      (0.074)      72.642           983.81
12-31-98     Value before Surr Chg                  13.54330315        0.000      72.642           983.81
12-31-98     Surrender             (60.00)          13.54330315      (4.430)      68.212           923.81
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        -1.52% A                                  -7.62% B

                                               Templeton Global Growth
12-31-97     Purchase            $1,000.00         $15.12444656       66.118      66.118        $1,000.00
12-31-98     Contract Fee           (1.00)          16.23822650      (0.062)      66.057         1,072.64
12-31-98     Value before Surr Chg                  16.23822650        0.000      66.057         1,072.64
12-31-98     Surrender             (60.00)          16.23822650      (3.695)      62.362         1,012.64
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         7.36% A                                   1.26% B

                                         Templeton Global Income Securities
12-31-97     Purchase            $1,000.00         $16.82084400       59.450      59.450        $1,000.00
12-31-98     Contract Fee           (1.00)          17.74568378      (0.056)      59.394         1,053.98
12-31-98     Value before Surr Chg                  17.74568378        0.000      59.394         1,053.98
12-31-98     Surrender             (60.00)          17.74568378      (3.381)      56.013           993.98
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         5.50% A                                  -0.60% B

                                           Templeton International Equity
12-31-97     Purchase            $1,000.00         $17.61715343       56.763      56.763        $1,000.00
12-31-98     Contract Fee           (1.00)          18.32204431      (0.055)      56.708         1,039.01
12-31-98     Value before Surr Chg                  18.32204431        0.000      56.708         1,039.01
12-31-98     Surrender             (60.00)          18.32204431      (3.275)      53.434           979.01
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         4.00% A                                  -2.10% B

                                      Templeton International Smaller Companies
12-31-97     Purchase            $1,000.00         $10.80891898       92.516      92.516        $1,000.00
12-31-98     Contract Fee           (1.00)           9.34197461      (0.107)      92.409           863.28
12-31-98     Value before Surr Chg                   9.34197461        0.000      92.409           863.28
12-31-98     Surrender             (60.00)           9.34197461      (6.423)      85.987           803.28
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                       -13.57%      A                            -19.67% B

                                              Templeton Pacific Growth
12-31-97     Purchase            $1,000.00          $9.38089631      106.600     106.600        $1,000.00
12-31-98     Contract Fee           (1.00)           8.02829857      (0.125)     106.475           854.81
12-31-98     Value before Surr Chg                   8.02829857        0.000     106.475           854.81
12-31-98     Surrender             (60.00)           8.02829857      (7.474)      99.001           794.81
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                       -14.42% A                                 -20.52% B

                                             U.S. Government Securities
12-31-97     Purchase            $1,000.00         $17.80492179       56.164      56.164        $1,000.00
12-31-98     Contract Fee           (1.00)          18.84665157      (0.053)      56.111         1,057.51
12-31-98     Value before Surr Chg                  18.84665157        0.000      56.111         1,057.51
12-31-98     Surrender             (60.00)          18.84665157      (3.184)      52.928           997.51
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         5.85% A                                  -0.25% B

                                             Global Utilities Securities
12-31-97     Purchase            $1,000.00         $25.63546176       39.008      39.008        $1,000.00
12-31-98     Contract Fee           (1.00)          28.08202457      (0.036)      38.973         1,094.44
12-31-98     Value before Surr Chg                  28.08202457        0.000      38.973         1,094.44
12-31-98     Surrender             (60.00)          28.08202457      (2.137)      36.836         1,034.44
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         9.54% A                                   3.44% B

                                                 Zero Coupon - 2000
12-31-97     Purchase            $1,000.00         $19.35767222       51.659      51.659        $1,000.00
12-31-98     Contract Fee           (1.00)          20.50196174      (0.049)      51.610         1,058.11
12-31-98     Value before Surr Chg                  20.50196174        0.000      51.610         1,058.11
12-31-98     Surrender             (60.00)          20.50196174      (2.927)      48.684           998.11
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                         5.91% A                                  -0.19% B

                                                 Zero Coupon - 2005
12-31-97     Purchase            $1,000.00         $22.35667212       44.729      44.729        $1,000.00
12-31-98     Contract Fee           (1.00)          24.78585655      (0.040)      44.689         1,107.66
12-31-98     Value before Surr Chg                  24.78585655        0.000      44.689         1,107.66
12-31-98     Surrender             (60.00)          24.78585655      (2.421)      42.268         1,047.66
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        10.87% A                                   4.77% B

                                                 Zero Coupon - 2010
12-31-97     Purchase            $1,000.00         $24.54360878       40.744      40.744        $1,000.00
12-31-98     Contract Fee           (1.00)          27.67407049      (0.036)      40.708         1,126.55
12-31-98     Value before Surr Chg                  27.67407049        0.000      40.708         1,126.55
12-31-98     Surrender             (60.00)          27.67407049      (2.168)      38.540         1,066.55
             Charge
Cumulative and Average Annual Total Returns
             without/with charges                        12.75% A                                   6.65% 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>

                                                FRANKLIN VALUEMARK IV
                                           Preferred Life Variable Account C
                               Cumulative and Average Annual Total Return Calculations

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


                               Dollar                            Units This    Accum.         Accum.
    Date     Transaction       Amount           Unit Value         Trans.       Units         Value

<S>          <C>               <C>             <C>                <C>           <C>            <C>

                                                  Growth and Income
12-31-95     Purchase            $1,000.00         $17.20200155       58.133      58.133        $1,000.00
12-31-96     Contract Fee           (1.00)          19.35081369      (0.052)      58.081         1,123.92
12-31-97     Contract Fee           (1.00)          24.35403985      (0.041)      58.040         1,413.51
12-31-98     Contract Fee           (1.00)          25.99287759      (0.038)      58.002         1,507.63
12-31-98     Value before Surr Chg                  25.99287759        0.000      58.002         1,507.63
12-31-98     Surrender             (51.00)          25.99287759      (1.962)      56.039         1,456.63
             Charge
Cumulative Total Returns without/with chrgs              51.10% A                               45.66% C
Avg. Annual Total Returns without/with chrgs.            14.75% B                               13.36% D


                                                     High Income
12-31-95     Purchase            $1,000.00         $17.14451419       58.328      58.328        $1,000.00
12-31-96     Contract Fee           (1.00)          19.23682686      (0.052)      58.276         1,121.04
12-31-97     Contract Fee           (1.00)          21.14081079      (0.047)      58.228         1,231.00
12-31-98     Contract Fee           (1.00)          21.01959301      (0.048)      58.181         1,222.94
12-31-98     Value before Surr Chg                  21.01959301        0.000      58.181         1,222.94
12-31-98     Surrender             (51.00)          21.01959301      (2.426)      55.755         1,171.94
             Charge
Cumulative Total Returns without/with chrgs.               22.60% A                                  17.19% C
Avg. Annual Total Returns without/with chrgs.               7.03% B                                   5.43% D


                                                  Income Securities
12-31-95     Purchase            $1,000.00         $19.66228575       50.859      50.859        $1,000.00
12-31-96     Contract Fee           (1.00)          21.55369456      (0.046)      50.812         1,095.19
12-31-97     Contract Fee           (1.00)          24.86373833      (0.040)      50.772         1,262.39
12-31-98     Contract Fee           (1.00)          24.89795747      (0.040)      50.732         1,263.12
12-31-98     Value before Surr Chg                  24.89795747        0.000      50.732         1,263.12
12-31-98     Surrender             (51.00)          24.89795747      (2.048)      48.684         1,212.12
             Charge
Cumulative Total Returns without/with chrgs.              26.63% A                                  21.21% C
Avg. Annual Total Returns without/with chrgs.              8.19% B                                   6.62% D


                                                    Money Market
12-31-95     Purchase            $1,000.00         $12.80529257       78.093      78.093        $1,000.00
12-31-96     Contract Fee           (1.00)          13.26609762      (0.075)      78.017         1,034.99
12-31-97     Contract Fee           (1.00)          13.75569800      (0.073)      77.945         1,072.18
12-31-98     Contract Fee           (1.00)          14.25958767      (0.070)      77.875         1,110.46
12-31-98     Value before Surr Chg                  14.25958767        0.000      77.875         1,110.46
12-31-98     Surrender             (51.00)          14.25958767      (3.577)      74.298         1,059.46
             Charge
Cumulative Total Returns without/with chrgs.             11.36% A                                   5.95% C
Avg. Annual Total Returns without/with chrgs.             3.65% B                                   1.94% D



                                            Natural Resources Securities
12-31-95     Purchase            $1,000.00         $14.02092182       71.322      71.322        $1,000.00
12-31-96     Contract Fee           (1.00)          14.36439436      (0.070)      71.252         1,023.50
12-31-97     Contract Fee           (1.00)          11.46649607      (0.087)      71.165           816.02
12-31-98     Contract Fee           (1.00)           8.42970932      (0.119)      71.047           598.90
12-31-98     Value before Surr Chg                   8.42970932        0.000      71.047           598.90
12-31-98     Surrender             (51.00)           8.42970932      (6.050)      64.997           547.90
             Charge
Cumulative Total Returns without/with chrgs.            -39.88% A                                 -45.21% C
Avg. Annual Total Returns without/with chrgs.           -15.60% B                                 -18.17% D


                                               Real Estate Securities
12-31-95     Purchase            $1,000.00         $17.96041830       55.678      55.678        $1,000.00
12-31-96     Contract Fee           (1.00)          23.49916899      (0.043)      55.635         1,307.39
12-31-97     Contract Fee           (1.00)          27.94367614      (0.036)      55.600         1,553.66
12-31-98     Contract Fee           (1.00)          22.90097471      (0.044)      55.556         1,272.29
12-31-98     Value before Surr Chg                  22.90097471        0.000      55.556         1,272.29
12-31-98     Surrender             (51.00)          22.90097471      (2.227)      53.329         1,221.29
             Charge
Cumulative Total Returns without/with chrgs.             27.51% A                                  22.13% C
Avg. Annual Total Returns without/with chrgs.             8.44% B                                   6.89% D


                                                  Rising Dividends
12-31-95     Purchase            $1,000.00         $12.45442887       80.293      80.293        $1,000.00
12-31-96     Contract Fee           (1.00)          15.23536682      (0.066)      80.227         1,222.29
12-31-97     Contract Fee           (1.00)          19.96761178      (0.050)      80.177         1,600.94
12-31-98     Contract Fee           (1.00)          21.03405907      (0.048)      80.129         1,685.45
12-31-98     Value before Surr Chg                  21.03405907        0.000      80.129         1,685.45
12-31-98     Surrender             (51.00)          21.03405907      (2.425)      77.705         1,634.45
             Charge
Cumulative Total Returns without/with chrgs.             68.89% A                                  63.44% C
Avg. Annual Total Returns without/with chrgs.            19.09% B                                  17.79% D


                                                      Small Cap
12-31-95     Purchase            $1,000.00         $10.14493678       98.571      98.571        $1,000.00
12-31-96     Contract Fee           (1.00)          12.89918829      (0.078)      98.494         1,270.49
12-31-97     Contract Fee           (1.00)          14.92280844      (0.067)      98.427         1,468.80
12-31-98     Contract Fee           (1.00)          14.55802199      (0.069)      98.358         1,431.90
12-31-98     Value before Surr Chg                  14.55802199        0.000      98.358         1,431.90
12-31-98     Surrender             (51.00)          14.55802199      (3.503)      94.855         1,380.90
             Charge
Cumulative Total Returns without/with chrgs.             43.50% A                                  38.09%
Average Annual Total Returns without/with chrgs          12.79% B                                  11.36%


                                         Templeton Developing Markets Equity
12-31-95     Purchase            $1,000.00          $9.56626187      104.534     104.534        $1,000.00
12-31-96     Contract Fee           (1.00)          11.45833113      (0.087)     104.447         1,196.79
12-31-97     Contract Fee           (1.00)          10.30480726      (0.097)     104.350         1,075.30
12-31-98     Contract Fee           (1.00)           7.95817952      (0.126)     104.224           829.43
12-31-98     Value before Surr Chg                   7.95817952        0.000     104.224           829.43
12-31-98     Surrender             (51.00)           7.95817952      (6.409)      97.816           778.43
             Charge
Cumulative Total Returns without/with chrgs.            -16.81% A                                 -22.16% C
Avg. Annual Total Returns without/with chrgs.            -5.95% B                                  -8.01% D


                                          Templeton Global Asset Allocation
12-31-95     Purchase            $1,000.00         $10.58454194       94.477      94.477        $1,000.00
12-31-96     Contract Fee           (1.00)          12.49492743      (0.080)      94.397         1,179.49
12-31-97     Contract Fee           (1.00)          13.75214238      (0.073)      94.325         1,297.17
12-31-98     Contract Fee           (1.00)          13.54330315      (0.074)      94.251         1,276.47
12-31-98     Value before Surr Chg                  13.54330315        0.000      94.251         1,276.47
12-31-98     Surrender             (51.00)          13.54330315      (3.766)      90.485         1,225.47
             Charge
Cumulative Total Returns without/with chrgs.             27.95% A                                  22.55% C
Avg. Annual Total Returns without/with chrgs.             8.56% B                                   7.01% D


                                               Templeton Global Growth
12-31-95     Purchase            $1,000.00         $11.32067650       88.334      88.334        $1,000.00
12-31-96     Contract Fee           (1.00)          13.52541005      (0.074)      88.260         1,193.75
12-31-97     Contract Fee           (1.00)          15.12444656      (0.066)      88.194         1,333.88
12-31-98     Contract Fee           (1.00)          16.23822650      (0.062)      88.132         1,431.11
12-31-98     Value before Surr Chg                  16.23822650        0.000      88.132         1,431.11
12-31-98     Surrender             (51.00)          16.23822650      (3.141)      84.992         1,380.11
             Charge
Cumulative Total Returns without/with chrgs.             43.44% A                                  38.01% C
Avg. Annual Total Returns without/with chrgs.            12.78% B                                  11.34% D


                                         Templeton Global Income Securities
12-31-95     Purchase            $1,000.00         $15.42592706       64.826      64.826        $1,000.00
12-31-96     Contract Fee           (1.00)          16.66103106      (0.060)      64.766         1,079.07
12-31-97     Contract Fee           (1.00)          16.82084400      (0.059)      64.706         1,088.42
12-31-98     Contract Fee           (1.00)          17.74568378      (0.056)      64.650         1,147.26
12-31-98     Value before Surr Chg                  17.74568378        0.000      64.650         1,147.26
12-31-98     Surrender             (51.00)          17.74568378      (2.874)      61.776         1,096.26
             Charge
Cumulative Total Returns without/with chrgs.             15.04% A                                   9.63% C
Avg. Annual Total Returns without/with chrgs.             4.78% B                                   3.11% D


                                           Templeton International Equity
12-31-95     Purchase            $1,000.00         $13.21605786       75.666      75.666        $1,000.00
12-31-96     Contract Fee           (1.00)          16.01035857      (0.062)      75.603         1,210.43
12-31-97     Contract Fee           (1.00)          17.61715343      (0.057)      75.546         1,330.91
12-31-98     Contract Fee           (1.00)          18.32204431      (0.055)      75.492         1,383.16
12-31-98     Value before Surr Chg                  18.32204431        0.000      75.492         1,383.16
12-31-98     Surrender             (51.00)          18.32204431      (2.784)      72.708         1,332.16
             Charge
Cumulative Total Returns without/with chrgs.             38.63% A                                  33.22% C
Avg. Annual Total Returns without/with chrgs.            11.50% B                                  10.03% D



                                              Templeton Pacific Growth
12-31-95     Purchase            $1,000.00         $13.58246157       73.624      73.624        $1,000.00
12-31-96     Contract Fee           (1.00)          14.86560901      (0.067)      73.557         1,093.47
12-31-97     Contract Fee           (1.00)           9.38089631      (0.107)      73.450           689.03
12-31-98     Contract Fee           (1.00)           8.02829857      (0.125)      73.326           588.68
12-31-98     Value before Surr Chg                   8.02829857        0.000      73.326           588.68
12-31-98     Surrender             (51.00)           8.02829857      (6.353)      66.973           537.68
             Charge
Cumulative Total Returns without/with chrgs.            -40.89% A                                 -46.23% C
Avg. Annual Total Returns without/with chrgs.           -16.08% B                                 -18.68% D


                                             U.S. Government Securities
12-31-95     Purchase            $1,000.00         $16.19773372       61.737      61.737        $1,000.00
12-31-96     Contract Fee           (1.00)          16.53304452      (0.060)      61.677         1,019.70
12-31-97     Contract Fee           (1.00)          17.80492179      (0.056)      61.620         1,097.15
12-31-98     Contract Fee           (1.00)          18.84665157      (0.053)      61.567         1,160.34
12-31-98     Value before Surr Chg                  18.84665157        0.000      61.567         1,160.34
12-31-98     Surrender             (51.00)          18.84665157      (2.706)      58.861         1,109.34
             Charge
Cumulative Total Returns without/with chrgs.             16.35% A                                  10.93% C
Avg. Annual Total Returns without/with chrgs.             5.18% B                                   3.52% D


                                             Global Utilities Securities
12-31-95     Purchase            $1,000.00         $19.44283491       51.433      51.433        $1,000.00
12-31-96     Contract Fee           (1.00)          20.52658248      (0.049)      51.384         1,054.74
12-31-97     Contract Fee           (1.00)          25.63546176      (0.039)      51.345         1,316.26
12-31-98     Contract Fee           (1.00)          28.08202457      (0.036)      51.309         1,440.87
12-31-98     Value before Surr Chg                  28.08202457        0.000      51.309         1,440.87
12-31-98     Surrender             (51.00)          28.08202457      (1.816)      49.493         1,389.87
             Charge
Cumulative Total Returns without/with chrgs.             44.43% A                                  38.99% C
Avg. Annual Total Returns without/with chrgs.            13.04% B                                  11.60% D


                                                 Zero Coupon - 2000
12-31-95     Purchase            $1,000.00         $18.18141100       55.001      55.001        $1,000.00
12-31-96     Contract Fee           (1.00)          18.34477774      (0.055)      54.947         1,007.99
12-31-97     Contract Fee           (1.00)          19.35767222      (0.052)      54.895         1,062.64
12-31-98     Contract Fee           (1.00)          20.50196174      (0.049)      54.846         1,124.46
12-31-98     Value before Surr Chg                  20.50196174        0.000      54.846         1,124.46
12-31-98     Surrender             (51.00)          20.50196174      (2.488)      52.359         1,073.46
             Charge
Cumulative Total Returns without/with chrgs.             12.76% A                                   7.35% C
Avg. Annual Total Returns without/with chrgs.             4.09% B                                   2.39% D


                                                 Zero Coupon - 2005
12-31-95     Purchase            $1,000.00         $20.78832859       48.104      48.104        $1,000.00
12-31-96     Contract Fee           (1.00)          20.37523353      (0.049)      48.055           979.13
12-31-97     Contract Fee           (1.00)          22.35667212      (0.045)      48.010         1,073.35
12-31-98     Contract Fee           (1.00)          24.78585655      (0.040)      47.970         1,188.97
12-31-98     Value before Surr Chg                  24.78585655        0.000      47.970         1,188.97
12-31-98     Surrender             (51.00)          24.78585655      (2.058)      45.912         1,137.97
             Charge
Cumulative Total Returns without/with chrgs.             19.23% A                                  13.80% C
Avg. Annual Total Returns without/with chrgs.             6.04% B                                   4.40% D


                                                 Zero Coupon - 2010
12-31-95     Purchase            $1,000.00         $22.29375904       44.856      44.856        $1,000.00
12-31-96     Contract Fee           (1.00)          21.37105221      (0.047)      44.809           957.61
12-31-97     Contract Fee           (1.00)          24.54360878      (0.041)      44.768         1,098.77
12-31-98     Contract Fee           (1.00)          27.67407049      (0.036)      44.732         1,237.91
12-31-98     Value before Surr Chg                  27.67407049        0.000      44.732         1,237.91
12-31-98     Surrender             (51.00)          27.67407049      (1.843)      42.889         1,186.91
             Charge
Cumulative Total Returns without/with chrgs.             24.13% A                                  18.69% C
Avg. Annual Total Returns without/with chrgs.             7.47% B                                   5.88% 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>

                                                FRANKLIN VALUEMARK IV
                                           Preferred Life Variable Account C
                               Cumulative and Average Annual Total Return Calculations

                                               Original Purchase as of
                                                Valuation Date as of


                               Dollar                            Units This    Accum.         Accum.
    Date     Transaction       Amount           Unit Value         Trans.       Units         Value

<S>         <C>               <C>              <C>                 <C>          <C>             <C>

                                                  Growth and Income
12-31-93     Purchase            $1,000.00         $13.61630571       73.441      73.441        $1,000.00
12-31-94     Contract Fee           (1.00)          13.14423327      (0.076)      73.365           964.33
12-31-95     Contract Fee           (1.00)          17.20200155      (0.058)      73.307         1,261.03
12-31-96     Contract Fee           (1.00)          19.35081369      (0.052)      73.255         1,417.55
12-31-97     Contract Fee           (1.00)          24.35403985      (0.041)      73.214         1,783.07
12-31-98     Contract Fee           (1.00)          25.99287759      (0.038)      73.176         1,902.05
12-31-98     Value before Surr Chg                  25.99287759        0.000      73.176         1,902.05
12-31-98     Surrender             (34.00)          25.99287759      (1.308)      71.868         1,868.05
             Charge
Cumulative Total Returns without/with chrgs.        90.90% A                                     86.81% C
Avg. Annual Total Returns without/with chrgs.       13.80% B                                     13.31% D


                                                     High Income
12-31-93     Purchase            $1,000.00         $15.08792342       66.278      66.278        $1,000.00
12-31-94     Contract Fee           (1.00)          14.52977464      (0.069)      66.209           962.01
12-31-95     Contract Fee           (1.00)          17.14451419      (0.058)      66.151         1,134.13
12-31-96     Contract Fee           (1.00)          19.23682686      (0.052)      66.099         1,271.54
12-31-97     Contract Fee           (1.00)          21.14081079      (0.047)      66.052         1,396.39
12-31-98     Contract Fee           (1.00)          21.01959301      (0.048)      66.004         1,387.38
12-31-98     Value before Surr Chg                  21.01959301        0.000      66.004         1,387.38
12-31-98     Surrender             (34.00)          21.01959301      (1.618)      64.387         1,353.38
             Charge
Cumulative Total Returns without/with chrgs.        39.31% A                                     35.34% C
Avg. Annual Total Returns without/with chrgs.        6.86% B                                      6.24% D

                                                  Income Securities
12-31-93     Purchase            $1,000.00         $17.65574049       56.639      56.639        $1,000.00
12-31-94     Contract Fee           (1.00)          16.30439562      (0.061)      56.577           922.46
12-31-95     Contract Fee           (1.00)          19.66228575      (0.051)      56.527         1,111.44
12-31-96     Contract Fee           (1.00)          21.55369456      (0.046)      56.480         1,217.36
12-31-97     Contract Fee           (1.00)          24.86373833      (0.040)      56.440         1,403.31
12-31-98     Contract Fee           (1.00)          24.89795747      (0.040)      56.400         1,404.24
12-31-98     Value before Surr Chg                  24.89795747        0.000      56.400         1,404.24
12-31-98     Surrender             (34.00)          24.89795747      (1.366)      55.034         1,370.24
             Charge
Cumulative Total Returns without/with chrgs.        41.02% A                                      37.02% C
Avg. Annual Total Returns without/with chrgs.        7.12% B                                       6.50% D
chrgs.

                                                    Money Market
12-31-93     Purchase            $1,000.00         $12.01410752       83.235      83.235        $1,000.00
12-31-94     Contract Fee           (1.00)          12.29002320      (0.081)      83.154         1,021.97
12-31-95     Contract Fee           (1.00)          12.80529257      (0.078)      83.076         1,063.81
12-31-96     Contract Fee           (1.00)          13.26609762      (0.075)      83.001         1,101.09
12-31-97     Contract Fee           (1.00)          13.75569800      (0.073)      82.928         1,140.73
12-31-98     Contract Fee           (1.00)          14.25958767      (0.070)      82.858         1,181.52
12-31-98     Value before Surr Chg                  14.25958767        0.000      82.858         1,181.52
12-31-98     Surrender             (34.00)          14.25958767      (2.384)      80.473         1,147.52
             Charge
Cumulative Total Returns without/with chrgs.         18.69% A                                    14.75% C
Avg. Annual Total Returns without/with chrgs.         3.49% B                                     2.79% D


                                            Natural Resources Securities
12-31-93     Purchase            $1,000.00         $14.39941891       69.447      69.447        $1,000.00
12-31-94     Contract Fee           (1.00)          13.90432727      (0.072)      69.375           964.62
12-31-95     Contract Fee           (1.00)          14.02092182      (0.071)      69.304           971.71
12-31-96     Contract Fee           (1.00)          14.36439436      (0.070)      69.234           994.51
12-31-97     Contract Fee           (1.00)          11.46649607      (0.087)      69.147           792.88
12-31-98     Contract Fee           (1.00)           8.42970932      (0.119)      69.029           581.89
12-31-98     Value before Surr Chg                   8.42970932        0.000      69.029           581.89
12-31-98     Surrender             (34.00)           8.42970932      (4.033)      64.995           547.89
             Charge
Cumulative Total Returns without/with chrgs.        -41.46% A                                    -45.21% C
Avg. Annual Total Returns without/with chrgs.       -10.16% B                                    -11.34% D


                                               Real Estate Securities
12-31-93     Purchase            $1,000.00         $15.30083761       65.356      65.356        $1,000.00
12-31-94     Contract Fee           (1.00)          15.51100005      (0.064)      65.291         1,012.74
12-31-95     Contract Fee           (1.00)          17.96041830      (0.056)      65.236         1,171.66
12-31-96     Contract Fee           (1.00)          23.49916899      (0.043)      65.193         1,531.99
12-31-97     Contract Fee           (1.00)          27.94367614      (0.036)      65.157         1,820.74
12-31-98     Contract Fee           (1.00)          22.90097471      (0.044)      65.114         1,491.17
12-31-98     Value before Surr Chg                  22.90097471        0.000      65.114         1,491.17
12-31-98     Surrender             (34.00)          22.90097471      (1.485)      63.629         1,457.17
             Charge
Cumulative Total Returns without/with chrgs.        49.67% A                                     45.72% C
Avg. Annual Total Returns without/with chrgs.        8.40% B                                      7.82% D


                                                  Rising Dividends
12-31-93     Purchase            $1,000.00         $10.30939159       96.999      96.999        $1,000.00
12-31-94     Contract Fee           (1.00)           9.74313966      (0.103)      96.896          $944.07
12-31-95     Contract Fee           (1.00)          12.45442887      (0.080)      96.816        $1,205.79
12-31-96     Contract Fee           (1.00)          15.23536682      (0.066)      96.750         1,474.03
12-31-97     Contract Fee           (1.00)          19.96761178      (0.050)      96.700         1,930.87
12-31-98     Contract Fee           (1.00)          21.03405907      (0.048)      96.653         2,033.00
12-31-98     Value before Surr Chg                  21.03405907        0.000      96.653         2,033.00
12-31-98     Surrender             (34.00)          21.03405907      (1.616)      95.036         1,999.00
             Charge
Cumulative Total Returns without/with chrgs.        104.03% A                                    99.90% C
Avg. Annual Total Rtns. without/with chrgs.          15.33% B                                    14.86% D


                                         Templeton Global Income Securities
12-31-93     Purchase            $1,000.00         $14.58489254       68.564      68.564        $1,000.00
12-31-94     Contract Fee           (1.00)          13.65317533      (0.073)      68.491           935.12
12-31-95     Contract Fee           (1.00)          15.42592706      (0.065)      68.426         1,055.53
12-31-96     Contract Fee           (1.00)          16.66103106      (0.060)      68.366         1,139.05
12-31-97     Contract Fee           (1.00)          16.82084400      (0.059)      68.307         1,148.97
12-31-98     Contract Fee           (1.00)          17.74568378      (0.056)      68.250         1,211.15
12-31-98     Value before Surr Chg                  17.74568378        0.000      68.250         1,211.15
12-31-98     Surrender             (34.00)          17.74568378      (1.916)      66.334         1,177.15
             Charge
Cumulative Total Returns without/with chrgs.        21.67% A                                     17.71% C
Avg. Annual Total Returns without/with chrgs.        4.00% B                                      3.32% D


                                           Templeton International Equity
12-31-93     Purchase            $1,000.00         $12.20456639       81.937      81.937        $1,000.00
12-31-94     Contract Fee           (1.00)          12.12945216      (0.082)      81.854           992.85
12-31-95     Contract Fee           (1.00)          13.21605786      (0.076)      81.778         1,080.79
12-31-96     Contract Fee           (1.00)          16.01035857      (0.062)      81.716         1,308.30
12-31-97     Contract Fee           (1.00)          17.61715343      (0.057)      81.659         1,438.60
12-31-98     Contract Fee           (1.00)          18.32204431      (0.055)      81.605         1,495.16
12-31-98     Value before Surr Chg                  18.32204431        0.000      81.605         1,495.16
12-31-98     Surrender             (34.00)          18.32204431      (1.856)      79.749         1,461.16
             Charge
Cumulative Total Returns without/with chrgs.        50.12% A                                     46.12% C
Avg. Annual Total Rtns. without/with chrgs.          8.47% B                                      7.88% D



                                              Templeton Pacific Growth
12-31-93     Purchase            $1,000.00         $14.20875721       70.379      70.379        $1,000.00
12-31-94     Contract Fee           (1.00)          12.76818771      (0.078)      70.301           897.61
12-31-95     Contract Fee           (1.00)          13.58246157      (0.074)      70.227           953.86
12-31-96     Contract Fee           (1.00)          14.86560901      (0.067)      70.160         1,042.97
12-31-97     Contract Fee           (1.00)           9.38089631      (0.107)      70.053           657.16
12-31-98     Contract Fee           (1.00)           8.02829857      (0.125)      69.929           561.41
12-31-98     Value before Surr Chg                   8.02829857        0.000      69.929           561.41
12-31-98     Surrender             (34.00)           8.02829857      (4.235)      65.694           527.41
             Charge
Cumulative Total Returns without/with chrgs.       -43.50% A                                     -47.26% C
Avg. Annual Total Rtns. without/with chrgs.        -10.79% B                                     -12.01% D


                                             U.S. Government Securities
12-31-93     Purchase            $1,000.00         $14.63435517       68.332      68.332        $1,000.00
12-31-94     Contract Fee           (1.00)          13.76239537      (0.073)      68.260           939.42
12-31-95     Contract Fee           (1.00)          16.19773372      (0.062)      68.198         1,104.65
12-31-96     Contract Fee           (1.00)          16.53304452      (0.060)      68.137         1,126.52
12-31-97     Contract Fee           (1.00)          17.80492179      (0.056)      68.081         1,212.18
12-31-98     Contract Fee           (1.00)          18.84665157      (0.053)      68.028         1,282.10
12-31-98     Value before Surr Chg                  18.84665157        0.000      68.028         1,282.10
12-31-98     Surrender             (34.00)          18.84665157      (1.804)      66.224         1,248.10
             Charge
Cumulative Total Returns without/with chrgs.        28.78% A                                     24.81% C
Avg. Annual Total Returns without/with chrgs.        5.19% B                                      4.53% D


                                             Global Utilties Securities
12-31-93     Purchase            $1,000.00         $17.24200577       57.998      57.998        $1,000.00
12-31-94     Contract Fee           (1.00)          15.02348951      (0.067)      57.931           870.33
12-31-95     Contract Fee           (1.00)          19.44283491      (0.051)      57.880         1,125.35
12-31-96     Contract Fee           (1.00)          20.52658248      (0.049)      57.831         1,187.08
12-31-97     Contract Fee           (1.00)          25.63546176      (0.039)      57.792         1,481.53
12-31-98     Contract Fee           (1.00)          28.08202457      (0.036)      57.757         1,621.92
12-31-98     Value before Surr Chg                  28.08202457        0.000      57.757         1,621.92
12-31-98     Surrender             (34.00)          28.08202457      (1.211)      56.546         1,587.92
             Charge
Cumulative Total Returns without/with chrgs.        62.87% A                                     58.79% C
Avg. Annual Total Returns without/with chrgs.       10.25% B                                      9.69% D
chrgs.

                                                 Zero Coupon - 2000
12-31-93     Purchase            $1,000.00         $16.64474050       60.079      60.079        $1,000.00
12-31-94     Contract Fee           (1.00)          15.29260574      (0.065)      60.014           917.77
12-31-95     Contract Fee           (1.00)          18.18141100      (0.055)      59.959         1,090.13
12-31-96     Contract Fee           (1.00)          18.34477774      (0.055)      59.904         1,098.93
12-31-97     Contract Fee           (1.00)          19.35767222      (0.052)      59.852         1,158.60
12-31-98     Contract Fee           (1.00)          20.50196174      (0.049)      59.804         1,226.09
12-31-98     Value before Surr Chg                  20.50196174        0.000      59.804         1,226.09
12-31-98     Surrender             (34.00)          20.50196174      (1.658)      58.145         1,192.09
             Charge
Cumulative Total Returns without/with chrgs.        23.17% A                                  19.21% C
Avg. Annual Total Returns without/with chrgs.        4.26% B                                   3.58% D

                                                 Zero Coupon - 2005
12-31-93     Purchase            $1,000.00         $17.97404729       55.636      55.636        $1,000.00
12-31-94     Contract Fee           (1.00)          16.01393970      (0.062)      55.573           889.95
12-31-95     Contract Fee           (1.00)          20.78832859      (0.048)      55.525         1,154.28
12-31-96     Contract Fee           (1.00)          20.37523353      (0.049)      55.476         1,130.34
12-31-97     Contract Fee           (1.00)          22.35667212      (0.045)      55.431         1,239.26
12-31-98     Contract Fee           (1.00)          24.78585655      (0.040)      55.391         1,372.92
12-31-98     Value before Surr Chg                  24.78585655        0.000      55.391         1,372.92
12-31-98     Surrender             (34.00)          24.78585655      (1.372)      54.019         1,338.92
             Charge
Cumulative Total Returns without/with chrgs.        37.90% A                                     33.89% C
Avg. Annual Total Returns without/with chrgs.        6.64% B                                      6.01% D


                                                 Zero Coupon - 2010
12-31-93     Purchase            $1,000.00         $18.06559695       55.354      55.354        $1,000.00
12-31-94     Contract Fee           (1.00)          15.84633119      (0.063)      55.291           876.16
12-31-95     Contract Fee           (1.00)          22.29375904      (0.045)      55.246         1,231.64
12-31-96     Contract Fee           (1.00)          21.37105221      (0.047)      55.199         1,179.66
12-31-97     Contract Fee           (1.00)          24.54360878      (0.041)      55.158         1,353.78
12-31-98     Contract Fee           (1.00)          27.67407049      (0.036)      55.122         1,525.46
12-31-98     Value before Surr Chg                  27.67407049        0.000      55.122         1,525.46
12-31-98     Surrender             (34.00)          27.67407049      (1.229)      53.894         1,491.46
             Charge
Cumulative Total Returns without/with chrgs.        53.19% A                                     49.15% C
Avg. Annual Total Returns without/with chrgs.        8.90% B                                      8.32% D

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

<PAGE>

<TABLE>
<CAPTION>
                                                FRANKLIN VALUEMARK IV
                                           Preferred Life Variable Account C
                                       Calendar Year Total Return Calculations

                                    Original Purchase as of Calender Year
                                       Valuation Date as of December 31, 1998


                               Dollar                            Units This    Accum.         Accum.        Annual
    Date     Transaction       Amount           Unit Value         Trans.       Units         Value         Return
<S>          <C>              <C>              <C>                <C>          <C>           <C>             <C>

                                                   Capital Growth
    12-31-96 Value               $1,000.00         $11.24740541       88.909      88.909        $1,000.00
    12-31-97                        (1.00)          13.10996126      (0.076)      88.833         1,164.60      16.46%
    12-31-98                        (1.00)          15.53680530      (0.064)      76.214         1,184.11      18.41%

                                            Growth and Income
    12-31-89 Value               $1,000.00         $10.17117733       98.317      98.317        $1,000.00
    12-31-90                        (1.00)           9.78568211      (0.102)      98.215           961.10      -3.89%
    12-31-91                        (1.00)          11.91776810      (0.084)     102.106         1,216.88      21.69%
    12-31-92                        (1.00)          12.52913900      (0.080)      83.829         1,050.30       5.03%
    12-31-93                        (1.00)          13.61630571      (0.073)      79.741         1,085.77       8.58%
    12-31-94                        (1.00)          13.14423327      (0.076)      73.365           964.33      -3.57%
    12-31-95                        (1.00)          17.20200155      (0.058)      76.021         1,307.71      30.77%
    12-31-96                        (1.00)          19.35081369      (0.052)      58.081         1,123.92      12.39%
    12-31-97                        (1.00)          24.35403985      (0.041)      51.636         1,257.55      25.76%
    12-31-98                        (1.00)          25.99287759      (0.038)      41.022         1,066.29       6.63%

                                               High Income
    12-31-89 Value               $1,000.00         $10.01302492       99.870      99.870        $1,000.00
    12-31-90                        (1.00)           9.00999996      (0.111)      99.759           898.83     -10.12%
    12-31-91                        (1.00)          11.55232338      (0.087)     110.901         1,281.17      28.12%
    12-31-92                        (1.00)          13.23092335      (0.076)      86.487         1,144.30      14.43%
    12-31-93                        (1.00)          15.08792342      (0.066)      75.514         1,139.35      13.94%
    12-31-94                        (1.00)          14.52977464      (0.069)      66.209           962.01      -3.80%
    12-31-95                        (1.00)          17.14451419      (0.058)      68.766         1,178.96      17.90%
    12-31-96                        (1.00)          19.23682686      (0.052)      58.276         1,121.04      12.10%
    12-31-97                        (1.00)          21.14081079      (0.047)      51.936         1,097.98       9.80%
    12-31-98                        (1.00)          21.01959301      (0.048)      47.254           993.27      -0.67%

                                            Income Securities
    12-31-89 Value               $1,000.00         $10.77413342       92.815      92.815        $1,000.00
    12-31-90                        (1.00)           9.82507230      (0.102)      92.713           910.91      -8.91%
    12-31-91                        (1.00)          13.54447496      (0.074)     101.707         1,377.56      37.76%
    12-31-92                        (1.00)          15.10888772      (0.066)      73.765         1,114.50      11.45%
    12-31-93                        (1.00)          17.65574049      (0.057)      66.130         1,167.57      16.76%
    12-31-94                        (1.00)          16.30439562      (0.061)      56.577           922.46      -7.75%
    12-31-95                        (1.00)          19.66228575      (0.051)      61.282         1,204.95      20.49%
    12-31-96                        (1.00)          21.55369456      (0.046)      50.812         1,095.19       9.52%
    12-31-97                        (1.00)          24.86373833      (0.040)      46.356         1,152.57      15.26%
    12-31-98                        (1.00)          24.89795747      (0.040)      40.179         1,000.38       0.04%


                                              Money Market
    12-31-89 Value               $1,000.00         $10.62941159       94.079      94.079        $1,000.00
    12-31-90                        (1.00)          11.27022305      (0.089)      93.990         1,059.29       5.93%
    12-31-91                        (1.00)          11.71257195      (0.085)      88.644         1,038.25       3.82%
    12-31-92                        (1.00)          11.89167887      (0.084)      85.294         1,014.29       1.43%
    12-31-93                        (1.00)          12.01410752      (0.083)      84.009         1,009.30       0.93%
    12-31-94                        (1.00)          12.29002320      (0.081)      83.154         1,021.97       2.20%
    12-31-95                        (1.00)          12.80529257      (0.078)      81.289         1,040.93       4.09%
    12-31-96                        (1.00)          13.26609762      (0.075)      78.017         1,034.99       3.50%
    12-31-97                        (1.00)          13.75569800      (0.073)      75.307         1,035.91       3.59%
    12-31-98                        (1.00)          14.25958767      (0.070)      72.627         1,035.63       3.56%

                                       Mutual Discovery Securities
    12-31-96 Value               $1,000.00          10.17920124       98.240      98.240        $1,000.00
    12-31-97                        (1.00)          11.97090670      (0.084)      98.156         1,175.02      17.50%
    12-31-98                        (1.00)          11.20464895      (0.089)      83.447           934.99      -6.50%

                                        Mutual Shares Securities
    12-31-96 Value               $1,000.00         $10.32889538       96.816      96.816        $1,000.00
    12-31-97                        (1.00)          11.98070033      (0.083)      96.732         1,158.92      15.89%
    12-31-98                        (1.00)          11.81402865      (0.085)      83.383           985.09      -1.49%

                                      Natural Resources Securities
    12-31-89 Value               $1,000.00         $12.23704328       81.719      81.719        $1,000.00
    12-31-90                        (1.00)          10.36932488      (0.096)      81.623           846.37     -15.36%
    12-31-91                        (1.00)          10.60671167      (0.094)      96.344         1,021.89       2.19%
    12-31-92                        (1.00)           9.39103298      (0.106)      94.173           884.39     -11.56%
    12-31-93                        (1.00)          14.39941891      (0.069)     106.415         1,532.32      53.23%
    12-31-94                        (1.00)          13.90432727      (0.072)      69.375           964.62      -3.54%
    12-31-95                        (1.00)          14.02092182      (0.071)      71.849         1,007.39       0.74%
    12-31-96                        (1.00)          14.36439436      (0.070)      71.252         1,023.50       2.35%
    12-31-97                        (1.00)          11.46649607      (0.087)      69.529           797.26     -20.27%
    12-31-98                        (1.00)           8.42970932      (0.119)      87.092           734.16     -26.58%

                                         Real Estate Securities
    12-31-89 Value               $1,000.00         $10.35898333       96.535      96.535        $1,000.00
    12-31-90                        (1.00)           8.98392795      (0.111)      96.423           866.26     -13.37%
    12-31-91                        (1.00)          11.81685548      (0.085)     111.225         1,314.33      31.43%
    12-31-92                        (1.00)          13.04914908      (0.077)      84.548         1,103.28      10.33%
    12-31-93                        (1.00)          15.30083761      (0.065)      76.568         1,171.55      17.16%
    12-31-94                        (1.00)          15.51100005      (0.064)      65.291         1,012.74       1.27%
    12-31-95                        (1.00)          17.96041830      (0.056)      64.415         1,156.91      15.69%
    12-31-96                        (1.00)          23.49916899      (0.043)      55.635         1,307.39      30.74%
    12-31-97                        (1.00)          27.94367614      (0.036)      42.519         1,188.13      18.81%
    12-31-98                        (1.00)          22.90097471      (0.044)      35.743           818.54     -18.15%

                                            Rising Dividends
    12-31-92 Value               $1,000.00         $10.83875667       92.262      92.262        $1,000.00
    12-31-93                        (1.00)          10.30939159      (0.097)      92.165           950.16      -4.98%
    12-31-94                        (1.00)           9.74313966      (0.103)      96.896           944.07      -5.59%
    12-31-95                        (1.00)          12.45442887      (0.080)     102.556         1,277.28      27.73%
    12-31-96                        (1.00)          15.23536682      (0.066)      80.227         1,222.29      22.23%
    12-31-97                        (1.00)          19.96761178      (0.050)      65.587         1,309.61      30.96%
    12-31-98                        (1.00)          21.03405907      (0.048)      50.034         1,052.41       5.24%

                                                Small Cap
    12-31-95 Value               $1,000.00         $10.14493678       98.571      98.571        $1,000.00
    12-31-96                        (1.00)          12.89918829      (0.078)      98.494         1,270.49      27.05%
    12-31-97                        (1.00)          14.92280844      (0.067)      77.457         1,155.88      15.59%
    12-31-98                        (1.00)          14.55802199      (0.069)      66.943           974.56      -2.54%

                                   Templeton Developing Markets Equity
    12-31-94 Value               $1,000.00          $9.44748810      105.848     105.848        $1,000.00
    12-31-95                        (1.00)           9.56626187      (0.105)     105.744         1,011.57       1.16%
    12-31-96                        (1.00)          11.45833113      (0.087)     104.447         1,196.79      19.68%
    12-31-97                        (1.00)          10.30480726      (0.097)      87.176           898.33     -10.17%
    12-31-98                        (1.00)           7.95817952      (0.126)      96.916           771.28     -22.87%

                                    Templeton Global Asset Allocation
    12-31-95 Value               $1,000.00         $10.58454194       94.477      94.477        $1,000.00
    12-31-96                        (1.00)          12.49492743      (0.080)      94.397         1,179.49      17.95%
    12-31-97                        (1.00)          13.75214238      (0.073)      79.960         1,099.62       9.96%
    12-31-98                        (1.00)          13.54330315      (0.074)      72.642           983.81      -1.62%

                                         Templeton Global Growth
    12-31-94 Value               $1,000.00         $10.19356357       98.101      98.101        $1,000.00
    12-31-95                        (1.00)          11.32067650      (0.088)      98.013         1,109.57      10.96%
    12-31-96                        (1.00)          13.52541005      (0.074)      88.260         1,193.75      19.38%
    12-31-97                        (1.00)          15.12444656      (0.066)      73.869         1,117.22      11.72%
    12-31-98                        (1.00)          16.23822650      (0.062)      66.057         1,072.64       7.26%

                                   Templeton Global Income Securities
    12-31-89 Value               $1,000.00         $10.80378700       92.560      92.560        $1,000.00
    12-31-90                        (1.00)          11.68562859      (0.086)      92.475         1,080.62       8.06%
    12-31-91                        (1.00)          12.92781355      (0.077)      85.498         1,105.30      10.53%
    12-31-92                        (1.00)          12.68746730      (0.079)      77.274           980.41      -1.96%
    12-31-93                        (1.00)          14.58489254      (0.069)      78.749         1,148.55      14.86%
    12-31-94                        (1.00)          13.65317533      (0.073)      68.491           935.12      -6.49%
    12-31-95                        (1.00)          15.42592706      (0.065)      73.178         1,128.84      12.88%
    12-31-96                        (1.00)          16.66103106      (0.060)      64.766         1,079.07       7.91%
    12-31-97                        (1.00)          16.82084400      (0.059)      59.961         1,008.59       0.86%
    12-31-98                        (1.00)          17.74568378      (0.056)      59.394         1,053.98       5.40%

                                     Templeton International Equity
    12-31-92 Value               $1,000.00          $9.63445037      103.794     103.794        $1,000.00
    12-31-93                        (1.00)          12.20456639      (0.082)     103.712         1,265.76      26.58%
    12-31-94                        (1.00)          12.12945216      (0.082)      81.854           992.85      -0.72%
    12-31-95                        (1.00)          13.21605786      (0.076)      82.368         1,088.58       8.86%
    12-31-96                        (1.00)          16.01035857      (0.062)      75.603         1,210.43      21.04%
    12-31-97                        (1.00)          17.61715343      (0.057)      62.403         1,099.36       9.94%
    12-31-98                        (1.00)          18.32204431      (0.055)      56.708         1,039.01       3.90%

                                Templeton International Smaller Companies
    12-31-96 Value               $1,000.00         $11.13849568       89.779      89.779        $1,000.00
    12-31-97                        (1.00)          10.80891898      (0.093)      89.686           969.41      -3.06%
    12-31-98                        (1.00)           9.34197461      (0.107)      92.409           863.28     -13.67%

                                        Templeton Pacific Growth
    12-31-92 Value               $1,000.00          $9.75290673      102.534     102.534        $1,000.00
    12-31-93                        (1.00)          14.20875721      (0.070)     102.463         1,455.87      45.59%
    12-31-94                        (1.00)          12.76818771      (0.078)      70.301           897.61     -10.24%
    12-31-95                        (1.00)          13.58246157      (0.074)      78.246         1,062.77       6.28%
    12-31-96                        (1.00)          14.86560901      (0.067)      73.557         1,093.47       9.35%
    12-31-97                        (1.00)           9.38089631      (0.107)      67.163           630.05     -37.00%
    12-31-98                        (1.00)           8.02829857      (0.125)     106.475           854.81     -14.52%

                                       U.S. Government Securities
    12-31-89 Value               $1,000.00         $10.41918956       95.977      95.977        $1,000.00
    12-31-90                        (1.00)          11.18037289      (0.089)      95.887         1,072.06       7.21%
    12-31-91                        (1.00)          12.76496129      (0.078)      89.364         1,140.73      14.07%
    12-31-92                        (1.00)          13.53931957      (0.074)      78.266         1,059.66       5.97%
    12-31-93                        (1.00)          14.63435517      (0.068)      73.791         1,079.88       7.99%
    12-31-94                        (1.00)          13.76239537      (0.073)      68.260           939.42      -6.06%
    12-31-95                        (1.00)          16.19773372      (0.062)      72.600         1,175.96      17.60%
    12-31-96                        (1.00)          16.53304452      (0.060)      61.677         1,019.70       1.97%
    12-31-97                        (1.00)          17.80492179      (0.056)      60.429         1,075.93       7.59%
    12-31-98                        (1.00)          18.84665157      (0.053)      56.111         1,057.51       5.75%

                                       Global Utilties Securities
    12-31-89 Value               $1,000.00         $11.99981466       83.335      83.335        $1,000.00
    12-31-90                        (1.00)          12.04131448      (0.083)      83.252         1,002.46       0.25%
    12-31-91                        (1.00)          14.78233584      (0.068)      82.980         1,226.63      22.66%
    12-31-92                        (1.00)          15.83244652      (0.063)      67.585         1,070.04       7.00%
    12-31-93                        (1.00)          17.24200577      (0.058)      63.103         1,088.03       8.80%
    12-31-94                        (1.00)          15.02348951      (0.067)      57.931           870.33     -12.97%
    12-31-95                        (1.00)          19.44283491      (0.051)      66.511         1,293.16      29.32%
    12-31-96                        (1.00)          20.52658248      (0.049)      51.384         1,054.74       5.47%
    12-31-97                        (1.00)          25.63546176      (0.039)      48.678         1,247.89      24.79%
    12-31-98                        (1.00)          28.08202457      (0.036)      38.973         1,094.44       9.44%

                                           Zero Coupon - 2000
    12-31-89 Value               $1,000.00         $10.95300003       91.299      91.299        $1,000.00
    12-31-90                        (1.00)          11.42731532      (0.088)      91.212         1,042.30       4.23%
    12-31-91                        (1.00)          13.53555410      (0.074)      87.436         1,183.49      18.35%
    12-31-92                        (1.00)          14.54452031      (0.069)      73.811         1,073.54       7.35%
    12-31-93                        (1.00)          16.64474050      (0.060)      68.694         1,143.40      14.34%
    12-31-94                        (1.00)          15.29260574      (0.065)      60.014           917.77      -8.22%
    12-31-95                        (1.00)          18.18141100      (0.055)      65.336         1,187.90      18.79%
    12-31-96                        (1.00)          18.34477774      (0.055)      54.947         1,007.99       0.80%
    12-31-97                        (1.00)          19.35767222      (0.052)      54.460         1,054.21       5.42%
    12-31-98                        (1.00)          20.50196174      (0.049)      51.610         1,058.11       5.81%

                                           Zero Coupon - 2005
    12-31-89 Value               $1,000.00         $11.39947414       87.723      87.723        $1,000.00
    12-31-90                        (1.00)          11.52763908      (0.087)      87.637         1,010.24       1.02%
    12-31-91                        (1.00)          13.67194917      (0.073)      86.675         1,185.01      18.50%
    12-31-92                        (1.00)          14.92512949      (0.067)      73.075         1,090.66       9.07%
    12-31-93                        (1.00)          17.97404729      (0.056)      66.945         1,203.28      20.33%
    12-31-94                        (1.00)          16.01393970      (0.062)      55.573           889.95     -11.01%
    12-31-95                        (1.00)          20.78832859      (0.048)      62.397         1,297.14      29.71%
    12-31-96                        (1.00)          20.37523353      (0.049)      48.055           979.13      -2.09%
    12-31-97                        (1.00)          22.35667212      (0.045)      49.034         1,096.25       9.62%
    12-31-98                        (1.00)          24.78585655      (0.040)      44.689         1,107.66      10.77%

                                           Zero Coupon - 2010
    12-31-89 Value               $1,000.00         $11.47692512       87.131      87.131        $1,000.00
    12-31-90                        (1.00)          11.37115980      (0.088)      87.043           989.78      -1.02%
    12-31-91                        (1.00)          13.44790271      (0.074)      87.867         1,181.63      18.16%
    12-31-92                        (1.00)          14.61898218      (0.068)      74.293         1,086.08       8.61%
    12-31-93                        (1.00)          18.06559695      (0.055)      68.349         1,234.76      23.48%
    12-31-94                        (1.00)          15.84633119      (0.063)      55.291           876.16     -12.38%
    12-31-95                        (1.00)          22.29375904      (0.045)      63.061         1,405.87      40.59%
    12-31-96                        (1.00)          21.37105221      (0.047)      44.809           957.61      -4.24%
    12-31-97                        (1.00)          24.54360878      (0.041)      46.752         1,147.45      14.75%
    12-31-98                        (1.00)          27.67407049      (0.036)      40.708         1,126.55      12.65%


<FN>

(Accumulated Value as of  - Accum. Value at Purch.)/Accum. Value at Purch.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                FRANKLIN VALUEMARK IV
                                           Preferred Life Variable Account C
                               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

                                                   Capital Growth
<S>          <C>              <C>                <C>              <C>         <C>             <C>              
5-1-96       Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
5-1-97       Contract Fee           (1.00)         $11.17227997      (0.090)      99.910        $1,116.23
5-1-98       Contract Fee           (1.00)         $14.62013773      (0.068)      99.842        $1,459.71
12-31-98     Contract Fee           (1.00)         $15.53680530      (0.064)      99.778        $1,550.23
12-31-98     Value before Surr Chg                 $15.53680530        0.000      99.778        $1,550.23
12-31-98     Surrender             (51.00)         $15.53680530      (3.283)      96.495        $1,499.23
             Charge
Cumulative Total Returns without/with chrgs.        55.37% A                                    49.92% C
Avg. Annual Total Returns without/with chrgs.       17.95% B                                    16.39% D


                                                  Growth and Income
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)           9.59756692      (0.104)      99.896           958.76
1-24-91      Contract Fee           (1.00)          10.03104257      (0.100)      99.796         1,001.06
1-24-92      Contract Fee           (1.00)          12.16171947      (0.082)      99.714         1,212.69
1-24-93      Contract Fee           (1.00)          12.57661487      (0.080)      99.634         1,253.06
1-24-94      Contract Fee           (1.00)          14.09886247      (0.071)      99.563         1,403.73
1-24-95      Contract Fee           (1.00)          13.27759299      (0.075)      99.488         1,320.96
1-24-96      Contract Fee           (1.00)          17.25393143      (0.058)      99.430         1,715.56
1-24-97      Contract Fee           (1.00)          19.79450666      (0.051)      99.380         1,967.17
1-24-98      Contract Fee           (1.00)          23.84479142      (0.042)      99.338         2,368.69
12-31-98     Value before Surr Chg                  25.99287759        0.000      99.338         2,582.07
12-31-98     Contract Fee           (1.00)          25.99287759      (0.038)      99.299         2,581.07
12-31-98     Surrender                0.00          25.99287759        0.000      99.299         2,581.07
             Charge
Cumulative Total Returns without/with chrgs.       159.93% A                                    158.11% C
Avg. Annual Total Returns without/with chrgs.       10.09% B                                     10.01% D


                                                     High Income
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)           9.98265449      (0.100)      99.900           997.27
1-24-91      Contract Fee           (1.00)           8.98103976      (0.111)      99.788           896.20
1-24-92      Contract Fee           (1.00)          11.85616038      (0.084)      99.704         1,182.11
1-24-93      Contract Fee           (1.00)          13.39874388      (0.075)      99.630         1,334.91
1-24-94      Contract Fee           (1.00)          15.29126669      (0.065)      99.564         1,522.46
1-24-95      Contract Fee           (1.00)          14.64571855      (0.068)      99.496         1,457.19
1-24-96      Contract Fee           (1.00)          17.40215300      (0.057)      99.438         1,730.44
1-24-97      Contract Fee           (1.00)          19.32656477      (0.052)      99.387         1,920.80
1-24-98      Contract Fee           (1.00)          21.32546077      (0.047)      99.340         2,118.47
12-31-98     Value before Surr Chg                  21.01959301        0.000      99.340         2,088.08
12-31-98     Contract Fee           (1.00)          21.01959301      (0.048)      99.292         2,087.08
12-31-98     Surrender                0.00          21.01959301        0.000      99.292         2,087.08
             Charge
Cumulative Total Returns without/with chrgs.       110.20% A                                    108.71% C
Avg. Annual Total Returns without/with chrgs.        7.76% B                                      7.68% D


                                                  Income Securities
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)          10.70345941      (0.093)      99.907         1,069.35
1-24-91      Contract Fee           (1.00)           9.93454622      (0.101)      99.806           991.53
1-24-92      Contract Fee           (1.00)          13.99562082      (0.071)      99.734         1,395.85
1-24-93      Contract Fee           (1.00)          15.30544228      (0.065)      99.669         1,525.48
1-24-94      Contract Fee           (1.00)          17.64961404      (0.057)      99.612         1,758.12
1-24-95      Contract Fee           (1.00)          16.27638185      (0.061)      99.551         1,620.33
1-24-96      Contract Fee           (1.00)          20.08267334      (0.050)      99.501         1,998.25
1-24-97      Contract Fee           (1.00)          21.74528582      (0.046)      99.455         2,162.68
1-24-98      Contract Fee           (1.00)          24.54291374      (0.041)      99.415         2,439.92
12-31-98     Value before Surr Chg                  24.89795747        0.000      99.415         2,475.22
12-31-98     Contract Fee           (1.00)          24.89795747      (0.040)      99.374         2,474.22
12-31-98     Surrender                0.00          24.89795747        0.000      99.374         2,474.22
             Charge
Cumulative Total Returns without/with chrgs.       148.98% A                                    147.42% C
Avg. Annual Total Returns without/with chrgs.        9.61% B                                      9.54% D

                                                    Money Market
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)          10.67178511      (0.094)      99.906         1,066.18
1-24-91      Contract Fee           (1.00)          11.31010498      (0.088)      99.818         1,128.95
1-24-92      Contract Fee           (1.00)          11.72881708      (0.085)      99.733         1,169.75
1-24-93      Contract Fee           (1.00)          11.90009827      (0.084)      99.649         1,185.83
1-24-94      Contract Fee           (1.00)          12.02348344      (0.083)      99.565         1,197.12
1-24-95      Contract Fee           (1.00)          12.32338409      (0.081)      99.484         1,225.98
1-24-96      Contract Fee           (1.00)          12.84105599      (0.078)      99.406         1,276.48
1-24-97      Contract Fee           (1.00)          13.29676207      (0.075)      99.331         1,320.78
12-31-98     Value before Surr Chg                  14.25958767        0.000      99.331         1,416.42
12-31-98     Contract Fee           (1.00)          14.25958767      (0.070)      99.261         1,415.42
12-31-98     Surrender                0.00          14.25958767        0.000      99.261         1,415.42
             Charge
Cumulative Total Returns without/with chrgs.        42.60% A                                     41.54% C
Avg. Annual Total Returns without/with chrgs.        3.63% B                                      3.56% 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)          11.82973739      (0.085)      99.915         1,181.97
11-8-98      Contract Fee           (1.00)          10.94138042      (0.091)      99.824         1,092.21
12-31-98     Contract Fee           (1.00)          11.20464895      (0.089)      99.735         1,117.49
12-31-98     Value before Surr Chg                  11.20464895        0.000      99.735         1,117.49
12-31-98     Surrender             (51.00)          11.20464895      (4.552)      95.183         1,066.49
             Charge
Cumulative Total Returns without/with chrgs.        12.05% A                                       6.65% C
Avg. Annual Total Returns without/with chrgs.        5.45% B                                       3.05% 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)          11.75083052      (0.085)      99.915         1,174.08
11-8-98      Contract Fee           (1.00)          11.57328030      (0.086)      99.828         1,155.34
12-31-98     Value before Surr Chg                  11.81402865        0.000      99.828         1,179.38
12-31-98     Contract Fee           (1.00)          11.81402865      (0.085)      99.744         1,178.38
12-31-98     Surrender             (51.00)          11.81402865      (4.317)      95.427         1,127.38
             Charge
Cumulative Total Returns without/with chrgs.        18.14% A                                      12.74% C
Avg. Annual Total Returns without/with chrgs.        8.08% B                                       5.75% D


                                            Natural Resources Securities
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)          12.88562226      (0.078)      99.922         1,287.56
1-24-91      Contract Fee           (1.00)           9.76834317      (0.102)      99.820           975.08
1-24-92      Contract Fee           (1.00)          10.91292825      (0.092)      99.728         1,088.33
1-24-93      Contract Fee           (1.00)           9.12197464      (0.110)      99.619           908.72
1-24-94      Contract Fee           (1.00)          14.41516281      (0.069)      99.549         1,435.02
1-24-95      Contract Fee           (1.00)          12.96347704      (0.077)      99.472         1,289.51
1-24-96      Contract Fee           (1.00)          15.88612084      (0.063)      99.409         1,579.23
1-24-97      Contract Fee           (1.00)          13.72771013      (0.073)      99.336         1,363.66
1-24-98      Contract Fee           (1.00)          10.52200700      (0.095)      99.241         1,044.22
12-31-98     Value before Surr Chg                   8.42970932        0.000      99.241           836.58
12-31-98     Contract Fee           (1.00)           8.42970932      (0.119)      99.123           835.58
12-31-98     Surrender                0.00           8.42970932        0.000      99.123           835.58
             Charge
Cumulative Total Returns without/with chrgs.        -15.70% A                                     -16.44% C
Avg. Annual Total Returns without/with chrgs.        -1.70% B                                      -1.79% D


                                               Real Estate Securities
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)          10.13076509      (0.099)      99.901         1,012.08
1-24-91      Contract Fee           (1.00)           9.36020172      (0.107)      99.794           934.10
1-24-92      Contract Fee           (1.00)          12.25114822      (0.082)      99.713         1,221.60
1-24-93      Contract Fee           (1.00)          13.49614031      (0.074)      99.639         1,344.74
1-24-94      Contract Fee           (1.00)          15.30618064      (0.065)      99.573         1,524.09
1-24-95      Contract Fee           (1.00)          14.92840438      (0.067)      99.506         1,485.47
1-24-96      Contract Fee           (1.00)          18.04447622      (0.055)      99.451         1,794.54
1-24-97      Contract Fee           (1.00)          23.78351943      (0.042)      99.409         2,364.29
1-24-98      Contract Fee           (1.00)          27.81930359      (0.036)      99.373         2,764.49
12-31-98     Value before Surr Chg                  22.90097471        0.000      99.373         2,275.74
12-31-98     Contract Fee           (1.00)          22.90097471      (0.044)      99.329         2,274.74
12-31-98     Surrender                0.00          22.90097471        0.000      99.329         2,274.74
             Charge
Cumulative Total Returns without/with chrgs.       129.01% A                                     127.47% C
Avg. Annual Total Returns without/with chrgs.        8.69% B                                       8.62% D


                                                  Rising Dividends
1-27-92      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-27-93      Contract Fee           (1.00)          10.68876950      (0.094)      99.906         1,067.88
1-27-94      Contract Fee           (1.00)          10.36623339      (0.096)      99.810         1,034.65
1-27-95      Contract Fee           (1.00)           9.94675745      (0.101)      99.709           991.79
1-27-96      Contract Fee           (1.00)          12.48933274      (0.080)      99.629         1,244.30
1-27-97      Contract Fee           (1.00)          15.20870091      (0.066)      99.564         1,514.23
1-27-98      Contract Fee           (1.00)          19.73278049      (0.051)      99.513         1,963.67
12-31-98     Value before Surr Chg                  21.03405907        0.000      99.513         2,093.16
12-31-98     Contract Fee           (1.00)          21.03405907      (0.048)      99.465         2,092.16
12-31-98     Surrender                0.00          21.03405907        0.000      99.465         2,092.16
             Charge
Cumulative Total Returns without/with chrgs.       110.34% A                                     109.22% C
Avg. Annual Total Returns without/with chrgs.       11.32% B                                      11.24% D

                                                      Small Cap
11-1-95      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
11-1-96      Contract Fee           (1.00)          12.14713625      (0.082)      99.918         1,213.71
11-1-97      Contract Fee           (1.00)          15.53654825      (0.064)      99.853         1,551.38
11-1-98      Contract Fee           (1.00)          12.49929024      (0.080)      99.773         1,247.10
12-31-98     Value before Surr Chg                  14.55802199        0.000      99.773         1,452.50
12-31-98     Contract Fee           (1.00)          14.55802199      (0.069)      99.705         1,451.50
12-31-98     Surrender             (42.50)          14.55802199      (2.919)      96.785         1,409.00
             Charge
Cumulative Total Returns without/with chrgs.        45.58% A                                      40.90% C
Avg. Annual Total Returns without/with chrgs.       12.59% B                                      11.43% D

                                         Templeton Developing Markets Equity
3-15-94      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
3-15-95      Contract Fee           (1.00)           8.62058630      (0.116)      99.884           861.06
3-15-96      Contract Fee           (1.00)          10.27729571      (0.097)      99.787         1,025.54
3-15-97      Contract Fee           (1.00)          12.41978933      (0.081)      99.706         1,238.33
3-15-98      Contract Fee           (1.00)          10.51420276      (0.095)      99.611         1,047.33
12-31-98     Value before Surr Chg                   7.95817952        0.000      99.611           792.72
12-31-98     Contract Fee           (1.00)           7.95817952      (0.126)      99.485           791.72
12-31-98     Surrender             (34.00)           7.95817952      (4.272)      95.213           757.72
             Charge
Cumulative Total Returns without/with chrgs.       -20.42% A                                     -24.23% C
Avg. Annual Total Returns without/with chrgs.       -4.65% B                                      -5.62% D


                                          Templeton Global Asset Allocation
5-1-95       Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
5-1-96       Contract Fee           (1.00)          11.24184599      (0.089)      99.911         1,123.18
5-1-97       Contract Fee           (1.00)          12.74937771      (0.078)      99.833         1,272.80
5-1-98       Contract Fee           (1.00)          14.95108178      (0.067)      99.766         1,491.61
12-31-98     Value before Surr Chg                  13.54330315        0.000      99.766         1,351.16
12-31-98     Contract Fee           (1.00)          13.54330315      (0.074)      99.692         1,350.16
12-31-98     Surrender             (42.50)          13.54330315      (3.138)      96.554         1,307.66
             Charge
Cumulative Total Returns without/with chrgs.        35.43% A                                      30.77% C
Avg. Annual Total Returns without/with chrgs.        8.61% B                                       7.58% D


                                               Templeton Global Growth
3-15-94      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
3-15-95      Contract Fee           (1.00)          10.09452231      (0.099)      99.901         1,008.45
3-15-96      Contract Fee           (1.00)          11.79417892      (0.085)      99.816         1,177.25
3-15-97      Contract Fee           (1.00)          14.06170230      (0.071)      99.745         1,402.58
3-15-98      Contract Fee           (1.00)          16.68243544      (0.060)      99.685         1,662.99
12-31-98     Value before Surr Chg                  16.23822650        0.000      99.685         1,618.71
12-31-98     Contract Fee           (1.00)          16.23822650      (0.062)      99.624         1,617.71
12-31-98     Surrender             (34.00)          16.23822650      (2.094)      97.530         1,583.71
             Charge
Cumulative Total Returns without/with chrgs.        62.38% A                                      58.37% C
Avg. Annual Total Returns without/with chrgs.       10.63% B                                      10.05% D


                                         Templeton Global Income Securities
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)          10.85157001      (0.092)      99.908         1,084.16
1-24-91      Contract Fee           (1.00)          11.76337661      (0.085)      99.823         1,174.25
1-24-92      Contract Fee           (1.00)          12.92541183      (0.077)      99.745         1,289.25
1-24-93      Contract Fee           (1.00)          12.75002133      (0.078)      99.667         1,270.76
1-24-94      Contract Fee           (1.00)          14.76765782      (0.068)      99.599         1,470.85
1-24-95      Contract Fee           (1.00)          13.50498150      (0.074)      99.525         1,344.09
1-24-96      Contract Fee           (1.00)          15.35232035      (0.065)      99.460         1,526.94
1-24-97      Contract Fee           (1.00)          16.46140335      (0.061)      99.399         1,636.25
1-24-98      Contract Fee           (1.00)          16.93462624      (0.059)      99.340         1,682.29
12-31-98     Value before Surr Chg                  17.74568378        0.000      99.340         1,762.86
12-31-98     Contract Fee           (1.00)          17.74568378      (0.056)      99.284         1,761.86
12-31-98     Surrender                0.00          17.74568378        0.000      99.284         1,761.86
             Charge
Cumulative Total Returns without/with chrgs.        77.46% A                                      76.19% C
Avg. Annual Total Returns without/with chrgs.        5.94% B                                       5.86% D

                                           Templeton International Equity
1-27-92      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-27-93      Contract Fee           (1.00)           9.53509236      (0.105)      99.895           952.51
1-27-94      Contract Fee           (1.00)          12.85431852      (0.078)      99.817         1,283.08
1-27-95      Contract Fee           (1.00)          11.91221607      (0.084)      99.733         1,188.05
1-27-96      Contract Fee           (1.00)          13.52801052      (0.074)      99.659         1,348.19
1-27-97      Contract Fee           (1.00)          16.14799023      (0.062)      99.598         1,608.30
1-27-98      Contract Fee           (1.00)          17.44491176      (0.057)      99.540         1,736.47
12-31-98     Value before Surr Chg                  18.32204431        0.000      99.540         1,823.78
12-31-98     Contract Fee           (1.00)          18.32204431      (0.055)      99.486         1,822.78
12-31-98     Surrender                0.00          18.32204431        0.000      99.486         1,822.78
             Charge
Cumulative Total Returns without/with chrgs.        83.22% A                                      82.28% C
Avg. Annual Total Returns without/with chrgs.        9.13% B                                       9.05% 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)         $11.32006145      (0.088)      99.912         1,131.01
5-1-98       Contract Fee           (1.00)         $12.03423474      (0.083)      99.829         1,201.36
12-31-98     Value before Surr Chg                  $9.34197461        0.000      99.829           932.60
12-31-98     Contract Fee           (1.00)          $9.34197461      (0.107)      99.722           931.60
12-31-98     Surrender             (51.00)          $9.34197461      (5.459)      94.262           880.60
             Charge
Cumulative Total Returns without/with chrgs.        -6.58% A                                     -11.94% C
Avg. Annual Total Returns without/with chrgs.       -2.52% B                                      -4.65% D


                                              Templeton Pacific Growth
1-27-92      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-27-93      Contract Fee           (1.00)           9.91965141      (0.101)      99.899           990.97
1-27-94      Contract Fee           (1.00)          14.07652865      (0.071)      99.828         1,405.23
1-27-95      Contract Fee           (1.00)          11.91556247      (0.084)      99.744         1,188.51
1-27-96      Contract Fee           (1.00)          14.44474860      (0.069)      99.675         1,439.78
1-27-97      Contract Fee           (1.00)          14.58766078      (0.069)      99.606         1,453.03
1-27-98      Contract Fee           (1.00)           8.42138869      (0.119)      99.488           837.82
12-31-98     Value before Surr Chg                   8.02829857        0.000      99.488           798.72
12-31-98     Contract Fee           (1.00)           8.02829857      (0.125)      99.363           797.72
12-31-98     Surrender                0.00           8.02829857        0.000      99.363           797.72
             Charge
Cumulative Total Returns without/with chrgs.       -19.72% A                                     -20.23% C
Avg. Annual Total Returns without/with chrgs.       -3.12% B                                      -3.21% D


                                             U.S. Government Securities
3-14-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
3-14-90      Contract Fee           (1.00)          10.29864074      (0.097)      99.903         1,028.86
3-14-91      Contract Fee           (1.00)          11.44148140      (0.087)      99.815         1,142.04
3-14-92      Contract Fee           (1.00)          12.36677937      (0.081)      99.735         1,233.40
3-14-93      Contract Fee           (1.00)          14.05074266      (0.071)      99.663         1,400.35
3-14-94      Contract Fee           (1.00)          14.20297756      (0.070)      99.593         1,414.52
3-14-95      Contract Fee           (1.00)          14.59412892      (0.069)      99.525         1,452.47
3-14-96      Contract Fee           (1.00)          15.82460547      (0.063)      99.461         1,573.94
3-14-97      Contract Fee           (1.00)          16.60622197      (0.060)      99.401         1,650.68
3-14-98      Contract Fee           (1.00)          18.04599170      (0.055)      99.346         1,792.79
12-31-98     Value before Surr Chg                  18.84665157        0.000      99.346         1,872.33
12-31-98     Contract Fee           (1.00)          18.84665157      (0.053)      99.293         1,871.33
12-31-98     Surrender                0.00          18.84665157        0.000      99.293         1,871.33
             Charge
Cumulative Total Returns without/with chrgs.        88.47% A                                      87.13% C
Avg. Annual Total Returns without/with chrgs.        6.68% B                                       6.60% D

                                             Global Utilities Securities
1-24-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
1-24-90      Contract Fee           (1.00)          11.47363453      (0.087)      99.913         1,146.36
1-24-91      Contract Fee           (1.00)          11.95102656      (0.084)      99.829         1,193.06
1-24-92      Contract Fee           (1.00)          14.20139407      (0.070)      99.759         1,416.71
1-24-93      Contract Fee           (1.00)          15.91822229      (0.063)      99.696         1,586.98
1-24-94      Contract Fee           (1.00)          16.43119760      (0.061)      99.635         1,637.12
1-24-95      Contract Fee           (1.00)          15.48692698      (0.065)      99.571         1,542.04
1-24-96      Contract Fee           (1.00)          19.69346882      (0.051)      99.520         1,959.89
1-24-97      Contract Fee           (1.00)          20.83359223      (0.048)      99.472         2,072.35
1-24-98      Contract Fee           (1.00)          25.00670659      (0.040)      99.432         2,486.46
12-31-98     Value before Surr Chg                  28.08202457        0.000      99.432         2,792.24
12-31-98     Contract Fee           (1.00)          28.08202457      (0.036)      99.396         2,791.24
12-31-98     Surrender                0.00          28.08202457        0.000      99.396         2,791.24
             Charge
Cumulative Total Returns without/with chrgs.       180.82% A                                     179.12% C
Avg. Annual Total Returns without/with chrgs        10.95% B                                      10.88% D

                                                 Zero Coupon - 2000
3-14-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
3-14-90      Contract Fee           (1.00)          10.37748201      (0.096)      99.904         1,036.75
3-14-91      Contract Fee           (1.00)          11.49325260      (0.087)      99.817         1,147.22
3-14-92      Contract Fee           (1.00)          12.63019476      (0.079)      99.737         1,259.70
3-14-93      Contract Fee           (1.00)          15.48457708      (0.065)      99.673         1,543.39
3-14-94      Contract Fee           (1.00)          15.97181577      (0.063)      99.610         1,590.96
3-14-95      Contract Fee           (1.00)          16.16440029      (0.062)      99.548         1,609.14
3-14-96      Contract Fee           (1.00)          17.74484226      (0.056)      99.492         1,765.47
3-14-97      Contract Fee           (1.00)          18.31427141      (0.055)      99.437         1,821.12
3-14-98      Contract Fee           (1.00)          19.60681587      (0.051)      99.386         1,948.65
12-31-98     Value before Surr Chg                  20.50196174        0.000      99.386         2,037.62
12-31-98     Contract Fee           (1.00)          20.50196174      (0.049)      99.338         2,036.62
12-31-98     Surrender                0.00          20.50196174        0.000      99.338         2,036.62
             Charge
Cumulative Total Returns without/with chrgs.       105.02% A                                     103.66% C
Avg. Annual Total Returns without/with chrgs.        7.60% B                                       7.52% D

                                                 Zero Coupon - 2005
3-14-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
3-14-90      Contract Fee           (1.00)          10.38882453      (0.096)      99.904         1,037.88
3-14-91      Contract Fee           (1.00)          11.53456820      (0.087)      99.817         1,151.35
3-14-92      Contract Fee           (1.00)          12.62819047      (0.079)      99.738         1,259.51
3-14-93      Contract Fee           (1.00)          16.36793990      (0.061)      99.677         1,631.50
3-14-94      Contract Fee           (1.00)          16.86182251      (0.059)      99.617         1,679.73
3-14-95      Contract Fee           (1.00)          17.12592868      (0.058)      99.559         1,705.04
3-14-96      Contract Fee           (1.00)          19.37651757      (0.052)      99.507         1,928.11
3-14-97      Contract Fee           (1.00)          20.04125698      (0.050)      99.458         1,993.25
3-14-98      Contract Fee           (1.00)          22.73556936      (0.044)      99.414         2,260.22
12-31-98     Value before Surr Chg                  24.78585655        0.000      99.414         2,464.05
12-31-98     Contract Fee           (1.00)          24.78585655      (0.040)      99.373         2,463.05
12-31-98     Surrender                0.00          24.78585655        0.000      99.373         2,463.05
             Charge
Cumulative Total Returns without/with chrgs.       147.86% A                                     146.31% C
Avg. Annual Total Returns without/with chrgs.        9.70% B                                       9.63% D

                                                 Zero Coupon - 2010
3-14-89      Purchase            $1,000.00         $10.00000000      100.000     100.000        $1,000.00
3-14-90      Contract Fee           (1.00)          10.25922011      (0.097)      99.903         1,024.92
3-14-91      Contract Fee           (1.00)          11.34740047      (0.088)      99.814         1,132.63
3-14-92      Contract Fee           (1.00)          12.25923536      (0.082)      99.733         1,222.65
3-14-93      Contract Fee           (1.00)          16.12714811      (0.062)      99.671         1,607.41
3-14-94      Contract Fee           (1.00)          16.82866376      (0.059)      99.611         1,676.33
3-14-95      Contract Fee           (1.00)          17.03620553      (0.059)      99.553         1,696.00
3-14-96      Contract Fee           (1.00)          19.87163939      (0.050)      99.502         1,977.28
3-14-97      Contract Fee           (1.00)          20.61421426      (0.049)      99.454         2,050.16
3-14-98      Contract Fee           (1.00)          24.97939657      (0.040)      99.414         2,483.30
12-31-98     Value before Surr Chg                  27.67407049        0.000      99.414         2,751.19
12-31-98     Contract Fee           (1.00)          27.67407049      (0.036)      99.378         2,750.19
12-31-98     Surrender                0.00          27.67407049        0.000      99.378         2,750.19
             Charge
Cumulative Total Returns without/with chrgs.      176.74% A                                     175.02% C
Avg. Annual Total Returns without/with chrgs.      10.94% B                                      10.87% 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 Chg                  10.60384781        0.000     100.000         1,060.38
12-31-98     Contract Fee           (1.00)          10.60384781      (0.094)      99.906         1,059.38
12-31-98     Surrender             (60.00)          10.60384781      (5.658)      94.247           999.38
             Charge
Cumulative Total Returns without/with chrgs.         6.04% A                                      -0.06% C
Avg. Annual Total Returns without/with chrgs.        9.17% B                                      -0.09% 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 Chg                   7.71278940        0.000     100.000           771.28
12-31-98     Contract Fee           (1.00)           7.71278940      (0.130)      99.870           770.28
12-31-98     Surrender             (60.00)           7.71278940      (7.779)      92.091           710.28
             Charge
Cumulative Total Returns without/with chrgs.       -22.87% A                                     -28.97% C
Avg. Annual Total Returns without/with chrgs.      -32.19% B                                     -40.06% D

<FN>

A = (Unit Value as of December 31, 1998 - Unit Value at Purchase)/Unit Value at Purchase
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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