PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
497, 1995-08-30
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                       SUPPLEMENT, DATED AUGUST 31, 1995
                     TO THE PROSPECTUS DATED MARCH 31, 1995
         FOR PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
                    FLEXIBLE VARIABLE ANNUITY (FVA) CONTRACT


Effective  August 31, 1995, the Prospectus  for the Principal  Variable  Annuity
contract is amended as follows:

     1.       The exchange offer described in Appendix A has been extended 
              indefinitely by the Company. The Company reserves the right to 
              terminate this exchange offer at any time.

     2.       The  description  of the California  free look period  provided in
              Appendix B is hearby  amended to reflect a free look  period of 30
              days applicable to Owner's who are age 60 or over.

                    PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT B


                   FLEXIBLE VARIABLE ANNUITY ("FVA") CONTRACT


       Issued by Principal Mutual Life Insurance Company (the "Company")





                        Prospectus dated March 31, 1995




This Prospectus  concisely sets forth  information  about Principal  Mutual Life
Insurance  Company Separate Account B and the Flexible Variable Annuity Contract
(the "Contract") that an investor ought to know before  investing.  It should be
read and retained for future reference.

Contributions  to the Contract are not deposits or obligations of, or guaranteed
by or  endorsed  by any bank nor are  contributions  to the  Contract  federally
insured by the Federal Deposit Insurance Corporation,  the Federal Reserve Board
or any other governmental agency.

Additional  information about the Contract,  including a Statement of Additional
Information,  dated  March 31,  1995,  has been  filed with the  Securities  and
Exchange Commission.  The Statement of Additional Information is incorporated by
reference  into this  Prospectus.  The table of  contents  of the  Statement  of
Additional  Information  appears  on page 26 of this  Prospectus.  A copy of the
Statement  of  Additional  Information  can be  obtained,  free of charge,  upon
request by writing or telephoning:



                     Princor Financial Services Corporation
                                  a Member of
                         The Principal Financial Group
                           Des Moines, IA 50392-0200
                           Telephone: 1-800-247-4123



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



This  Prospectus is valid only when  accompanied  by the current  prospectus for
Principal  Aggressive Growth Fund, Inc.,  Principal Asset Allocation Fund, Inc.,
Principal  Balanced Fund,  Inc.,  Principal Bond Fund, Inc.,  Principal  Capital
Accumulation  Fund,  Inc.,  Principal  Emerging  Growth  Fund,  Inc.,  Principal
Government  Securities Fund, Inc.,  Principal Growth Fund, Inc., Principal Money
Market Fund, Inc. and Principal World Fund,  Inc. These  prospectuses  should be
kept for future reference.
                               TABLE OF CONTENTS
                                                                           Page
Glossary of Special Terms ..................................................   3
Expense Table and Example ..................................................   5
Summary ....................................................................   6
Description of Principal Mutual Life Insurance Company .....................   8
Principal Mutual Life Insurance Company Separate Account B .................   9
Mutual Funds ..............................................................    9
Surplus Distribution at Sole Discretion of the Company ....................   10
The Contract ..............................................................   10
   Purchasing a Contract ..................................................   10
     Purchase Payment Limitations .........................................   10
     Allocation of Purchase Payments ......................................   11
     Right to Examine the Contract ........................................   11
   Prior to the Retirement Date ...........................................   11
     Determining the Accumulated Value of the Contract ....................   11
     Allocation of Purchase Payments and Transfers ........................   12
     Total and Partial Surrenders .........................................   13
     Benefit Payable on Death of Annuitant or Owner .......................   14
   After the Retirement Date ..............................................   15
     Retirement Date ......................................................   15
     Benefit Options ......................................................   15
     Death of Annuitant or Payee ..........................................   17
Charges and Deductions ....................................................   17
   Annual Fee .............................................................   17
   Mortality and Expense Risks Charge .....................................   17
   Transaction Fee ........................................................   18
   Premium Taxes ..........................................................   18
   Surrender Charge .......................................................   18
   Administrative Expense Charge ..........................................   19
Fixed Account .............................................................   19
   General Description ....................................................   20
   Fixed Account Value ....................................................   20
   Fixed Account Transfers, Total and Partial Surrenders ..................   20
General Provisions ........................................................   21
   The Contract ...........................................................   21
Postponement of Payments ..................................................   21
Misstatement of Age or Sex and Other Errors ...............................   21
Assignment ................................................................   21
Change of Owner ...........................................................   21
Beneficiary ...............................................................   21
Reports ...................................................................   22
Rights Reserved by the Company ............................................   22
Distribution of the Contract ..............................................   22
Performance Calculation ...................................................   22
Voting Rights .............................................................   23
Federal Tax Matters .......................................................   23
   Non-Qualified Contracts ................................................   24
   Required Distributions for Non-Qualified Contracts .....................   24
   IRA, SEP and SAR/SEP ...................................................   25
   Withholding ............................................................   25
   Mutual Fund Diversification ............................................   25
State Regulation ..........................................................   25
Legal Opinions ............................................................   26
                                                                            Page
Legal Proceedings .........................................................   26
Registration Statement ....................................................   26
Other Variable Annuity Contracts ..........................................   26
Experts ...................................................................   26
Financial Statements ......................................................   26
Contractholders' Inquiries ................................................   26
Table of Contents of the Statement of Additional Information ..............   26
Appendix A ................................................................   27
Appendix B ................................................................   29

This Prospectus does not constitute an offer of, or solicitation of any offer to
acquire, any interest in the Contract in any jurisdiction in which such an offer
or  solicitation  may not lawfully be made.  No person is authorized to give any
information or to make any representations in connection with the Contract other
than those contained in this Prospectus.

GLOSSARY OF SPECIAL TERMS

Accumulated  Value  -- An  amount  equal to the  Fixed  Account  Value  plus the
Separate Account Value.

Anniversary -- The same date and month of each year following the Contract Date.

Annual Fee -- A charge  deducted once each Contract Year prior to the Retirement
Date,  either on the last day of the  Contract  Year or the date the Contract is
surrendered in full (a total redemption).

Annuitant  -- The  person,  including  any Joint  Annuitant,  on whose  life the
Benefit Option payment is based. This person may or may not be the Owner.

Benefit Option -- The options  described in the Benefit  Options section of this
Prospectus.

Contract  Date -- The date the  contract is issued as shown on the current  Data
Page of the contract.

Contract Year -- The one-year  period  beginning on the Contract Date and ending
one day before the Anniversary and any subsequent  one-year period  beginning on
an Anniversary.

     Example: If the Contract Date is June 5, 2000, the first Contract Year ends
     on June 4,  2001,  and the first  Anniversary  falls on June 5,  2001.  The
     second Contract Year ends on June 4, 2002, and the second Anniversary falls
     on June 5, 2002, etc.

Critical  Need -- The  Owner's  or  Annuitant's  confinement  to a  Health  Care
Facility, Terminal Illness diagnosis or Total and Permanent Disability.

Division -- A part of the  Separate  Account to which  Purchase  Payments may be
allocated  which  invests  in shares of a single  Mutual  Fund.  The value of an
investment in a Division is variable and not guaranteed.  Division may sometimes
be referred to as a Subaccount.

Fixed Account -- An account to which  Purchase  Payments may be allocated  which
earns guaranteed interest.

Fixed  Account Value -- The amount of an Owner's  Accumulated  Value which is in
the Fixed Account.

Health  Care  Facility  -- A licensed  hospital or  inpatient  nursing  facility
providing  daily medical  treatment  and keeping daily medical  records for each
patient (not primarily  providing just residency or retirement  care). This does
not include a facility that primarily provides drug or alcohol  treatment,  or a
facility  owned or  operated  by the  Owner or  Annuitant  or a member  of their
immediate families.

Internal Revenue Code ("Code") -- The Internal Revenue Code of 1986, as amended,
and regulations  thereunder.  Reference to the Internal  Revenue Code means such
Code or the  corresponding  provisions  of any  subsequent  revenue code and any
regulations thereunder.

Joint Annuitant -- An additional Annuitant. The Joint Annuitants must be husband
and wife,  and must be named as Owner  and Joint  Owner.  Any  reference  to the
Annuitant's death means the death of the last surviving Annuitant.

Joint  Owners  -- An Owner  who has an  undivided  interest  with  the  right of
survivorship  in this  contract  with  another  Owner.  The Joint Owners must be
husband  and  wife,  and must be named as  Annuitant  and Joint  Annuitant.  Any
reference  to the  Owner's  death means the death of the last  surviving  Owner.
Joint  ownership  is  not  available  for  Contracts   issued  to  residents  of
Pennsylvania or New York.

Mutual  Fund -- A  registered  open-end  investment  company in which a Division
invests.

Net Investment Factor -- The factor used to determine the change in the value of
a Unit during a Valuation Period.

Notice -- Any form of written communication  received by the Company at its home
office or in another form approved in advance by the Company.

Owner -- The  person,  including  any  Joint  Owner,  who owns  all  rights  and
privileges of this  contract.  If the Owner is not a natural  person,  the Owner
must be an entity with its own taxpayer identification number.

Purchase  Payments -- The gross  amount  contributed  to the  Contract  less any
applicable premium taxes or similar governmental assessments.

Retirement  Date -- The date the Owner's  Accumulated  Value is applied  under a
Benefit Option to make income payments.

Separate Account B -- A separate  account  established by the Company under Iowa
law to receive  Purchase  Payments under the contract offered by this Prospectus
and other contracts issued by the Company. It is divided into ten Divisions each
of which invests in shares of a Mutual Fund. Divisions may be added,  eliminated
or combined in the future.

Separate Account Value -- The amount of an Owner's  Accumulated Value in all the
Divisions of the Separate Account.

Surrender  Charge -- The charge  deducted upon any partial or total surrender of
the Contract before the Retirement Date.

Terminal  Illness  -- A  sickness  or injury  that  results  in the  Owner's  or
Annuitant's  life  expectancy  being 12 months  or less from the date  notice to
receive a distribution from the Contract is provided to the Company.

Total and Permanent  Disability  -- A disability  that occurs after the Contract
Date and that  qualifies  the Owner or  Annuitant  to  receive  Social  Security
disability benefits.

Transaction Fee -- A charge deducted due to unscheduled  partial surrenders from
the  Contract  after  the  first  such  surrender  in a  Contract  Year and from
unscheduled  transfers from a Separate  Account  Division after the twelfth such
transfer in a Contract Year.

Unit -- The  accounting  measure  used to  calculate  the value of the  Separate
Account Value prior to the Retirement Date.

Unit  Value -- A  measure  used to  determine  the value of an  investment  in a
Division.

Valuation  Date -- The date as of which the net asset  value of a Mutual Fund is
determined.

Valuation  Period -- The period of time  between  when the net asset  value of a
Mutual  Fund is  determined  on one  Valuation  Date  and  when  such  value  is
determined on the next following Valuation Date.
<PAGE>

EXPENSE TABLE AND EXAMPLE

The following  tables depict fees and expenses  applicable to the Contract.  The
example  below  should  not be  considered  a  representation  of past or future
expenses;  actual expenses may be greater or less than those shown. See "Charges
and Deductions."
<TABLE>
<CAPTION>

                                 EXPENSE TABLE

   Transaction Expenses
     Sales Load Imposed on Purchases
       (as a percentage of Purchase Payments)          None

     Surrender Charge (as a percentage       Number of Completed Contract Years Since     Surrender Charge Applied to all Purchase
        of amount surrendered)                 Surrendered Purchase Payment was made       Payments Received in that Contract Year
<S>                                               <C>                                                         <C>
                                                  0 (year of Purchase Payment)                                6%
                                                  1                                                           6%
                                                  2                                                           6%
                                                  3                                                           5%
                                                  4                                                           4%
                                                  5                                                           3%
                                                  6                                                           2%
                                                  7 and later                                                 0%
<CAPTION>
     Transaction Fee(a)                         No fee on first unscheduled  partial surrender during a
                                                Contract Year; $30 on each unscheduled surrender thereafter.
   
     Annual Contract Fee                        The lesser of $30 or 2% of the Accumulated Value.
                                                                                     

   Separate Account Annual Expenses (b)
     (as a percentage of average account value)
     Mortality and Expense Risk Fees                          1.25%

     Total Separate Account Annual
       Expenses                                               1.25%

   Annual Expenses of Mutual Funds
     (as a percentage of average net assets)
                                             Management                                      Total Mutual Fund
                                                Fees                Other Expenses             Annual Expenses

<S>                                             <C>                      <C>                       <C>      
   Aggressive Growth Fund                       .80%                     .23% (c)                  1.03% (c)
   Asset Allocation Fund                        .80%                     .15% (c)                   .95% (c)
   Balanced Fund                                .60%                     .09%                       .69%
   Bond Fund                                    .50%                     .08%                       .58%
   Capital Accumulation Fund                    .49%                     .02%                       .51%
   Emerging Growth Fund                         .65%                     .09%                       .74%
   Government Securities Fund                   .50%                     .06%                       .56%
   Growth Fund                                  .50%                     .25% (c)                   .75% (c)
   Money Market Fund                            .50%                     .10%                       .60%
   World Fund                                   .75%                     .49% (c)                  1.24% (c)
<FN>

    (a)  A $30  transaction fee will be assessed on each  unscheduled  transfer after
         the twelfth such transfer during a Contract Year.

    (b)  The Company  has  reserved  the right to assess a daily  administrative
         charge at a nominal annual rate of .15% of the average daily net assets
         of each Division of the Separate Account.

    (c)  The  figures are  estimates  of expected  annualized  expenses  for the
         period ending  December 31, 1995.  The  Aggressive  Growth Fund,  Asset
         Allocation Fund,  Growth Fund and World Fund have not been in operation
         for a 10-month period.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                    EXAMPLE*

                                                        Separate Account
                                                            Division                   1 Year             3 Years

<S>                                             <C>                                      <C>               <C> 
   If you surrender your contract at the end    Aggressive Growth Division               $86               $128
   of the applicable time period:               Asset Allocation Division                $85               $126
                                                Balanced Division                        $82               $118
     You would pay the following                Bond Division                            $81               $115
     expenses on a $1,000 investment,           Capital Accumulation Division            $81               $113
     assuming 5% annual return on assets:       Emerging Growth Division                 $83               $120
                                                Government Securities Division           $81               $115
                                                Growth Division                          $83               $120
                                                Money Market Division                    $82               $116
                                                World Division                           $88               $134

   If you annuitize at the end of the           Aggressive Growth Division               $24                $74
   applicable time period or do not             Asset Allocation Division                $23                $72
   surrender your contract:                     Balanced Division                        $21                $64
                                                Bond Division                            $20                $60
                                                Capital Accumulation Division            $19                $58
     You would pay the following                Emerging Growth Division                 $21                $65
     expenses on a $1,000 investment,           Government Securities Division           $19                $60
     assuming 5% annual return on assets:       Growth Division                          $21                $66
                                                Money Market Division                    $20                $61
                                                World Division                           $26                $80
<FN>

  *  No Annual Fees were  collected  on the  contracts  during the period  ended
     December 31, 1994. Therefore,  to derive estimated expenses, the $30 Annual
     Fee was converted to a percentage of the average  contract value of $31,420
     for the Contracts issued as of December 31, 1994.
</FN>
</TABLE>

The  purpose  of the above  table is to assist  the Owner in  understanding  the
various costs and expenses that a Owner will bear  directly or  indirectly.  The
table reflects  expenses of the Separate  Account as well as the expenses of the
Mutual Funds in which the Separate  Account invests.  In certain  circumstances,
state premium taxes will also be applicable. See "Charges and Deductions."
<PAGE>
SUMMARY

The  following   summary  should  be  read  in  conjunction  with  the  detailed
information in this  Prospectus.  This Prospectus  generally  describes only the
portion of the Contract involving the Separate Account.  For a brief description
of the Fixed  Account,  please  refer to the  heading  "Fixed  Account"  in this
Prospectus.

The Flexible  Variable  Annuity  Contract (also known as the Principal  Variable
Annuity  Contract) (the "Contract")  described in this Prospectus is designed to
provide  individuals with retirement  benefits in connection with (1) Individual
Retirement Annuity plans or programs ("IRA Plans"),  Simplified Employee Pension
Plans  ("SEPs")  and  Salary   Reduction   Simplified   Employee  Pension  Plans
("SAR/SEPs")  adopted  pursuant to Section 408 of the Internal  Revenue Code and
(2) non-qualified retirement plans.

Minimum Investment Amount

For Contracts  issued in connection with  non-qualified  retirement  plans,  the
initial Purchase  Payment must be at least $2,500.  The initial Purchase Payment
for all  other  Contracts  must  be at  least  $1,000.  The  minimum  subsequent
investment  is  $100.  A  $100  monthly   minimum  for  initial  and  subsequent
investments is available for Contracts to which Purchase  Payments are made on a
monthly basis through a payroll  deduction plan or through an account of bank or
similar financial  institution under an Automatic Investment Program.  Forms and
preauthorized check agreements to establish an Automatic  Investment Program are
available from Princor Financial Services  Corporation.  For Contracts which are
issued in connection with a retirement plan covering more than four people,  the
initial and subsequent  monthly Purchase Payment under each Contract must at all
times  average  at  least  $100 and in no case be less  than  $50.  The  Company
reserves the right to terminate a Contract and distribute the Accumulated Value,
less any  applicable  charges,  if no  Purchase  Payments  are paid  during  two
consecutive  calendar years and the Accumulated Value or total Purchase Payments
less partial  surrenders and applicable  surrender  charges is less than $2,000.
See "Purchase Payment Limitations."

The initial  Purchase  Payment is  allocated,  as  specified by the Owner in the
Contract  application,  among  one or  more  of the  Divisions  of the  Separate
Account, or to the Fixed Account,  or to both.  Subsequent Purchase Payments are
allocated in the same way, or pursuant to different allocation  percentages that
the Owner may subsequently specify.

Separate Account Investment Options

Each of the ten Divisions (or  Subaccounts)  of the Separate  Account invests in
shares of a  corresponding  Mutual Fund.  The  Accumulated  Value in each of the
Divisions of the Separate Account will vary to reflect the investment experience
of each of the  corresponding  Mutual  Funds as well as  deductions  for certain
charges.

Each Mutual Fund has a separate and distinct investment objective and is managed
by  Princor  Management  Corporation   ("Manager").   For  providing  investment
management  services to the Mutual  Funds,  the Manager  receives fees from each
Fund based on the  average  daily net assets of the Fund.  Each Mutual Fund also
bears most of its other  expenses.  A full  description  of the Mutual Funds and
their  investment  objectives,  policies  and risks can be found in the  current
Prospectus for the Funds, which accompanies this Prospectus.

Transfers

Subject to restrictions described in this Prospectus,  an Owner can transfer all
or part of the Accumulated Value among the Contract's  investment  options prior
to the Retirement Date. Transfers from one Division to another or into the Fixed
Account can be made by the Owner on an  unscheduled or scheduled  basis.  Owners
may transfer  limited  amounts once each Contract Year from the Fixed Account to
the Separate Account or may elect to make scheduled monthly transfers.

Total or Partial Surrenders

All or part of the  Accumulated  Value of a Contract may be  surrendered  by the
Owner prior to the  Retirement  Date.  Amounts  surrendered  may be subject to a
Surrender  Charge and total  surrenders  will be subject to the Annual  Fee,  if
applicable. The Surrender Charge does not apply to certain withdrawals including
the  withdrawal  during any Contract Year of an amount not to exceed the greater
of the  earnings  in the  Contract  or 10% of the  Purchase  Payments  otherwise
subject to the Surrender Charge. See "Total and Partial Surrenders,"  "Surrender
Charge"  and  "Annual  Fee."  Particular  attention  should  be  paid to the tax
implications  of any  surrender,  including  possible  penalties  for  premature
distributions. See "Federal Tax Matters."

Charges and Deductions

 The Company  deducts daily charges at a rate of 1.25% per annum of the value of
the average net assets of the  Separate  Account for the  mortality  and expense
risks it assumes. The Company has reserved the right to assess a daily charge at
a rate of .15% per annum of the value of the average net assets in the  Separate
Account to cover certain  administrative  expenses.  See  "Mortality and Expense
Risks Charge" and "Administrative Expense Charge."

To permit investment of the entire Purchase Payment, the Company does not deduct
sales charges at the time of investment.  However, a Surrender Charge is imposed
on certain total or partial  surrenders of the Contract to help defray  expenses
relating  to the  sale of the  Contract,  including  commissions  to  registered
representatives  and  other  promotional   expenses.   Certain  amounts  may  be
surrendered  without the  imposition of any  Surrender  Charge.  See  "Surrender
Charge."

There is also an Annual Fee for Contract  administration  and maintenance.  This
charge is the lesser of $30 or 2% of the Owner's  Accumulated  Value (subject to
any applicable  state law  limitations)  and is deducted on each Anniversary and
upon total  surrender of the  Contract.  This charge is not deducted  during the
Benefit Option period. The Company currently waives the Annual Fee for Contracts
that have an Accumulated  Value on the last day of the Contract Year of at least
$30,000.

Certain  states  and  other  jurisdictions   impose  premium  taxes  or  similar
assessments upon the Company,  either at the time Purchase  Payments are made or
when the Accumulated Value is surrendered or applied under a Benefit Option. The
Company  reserves  the  right to  deduct an amount  from  Purchase  Payments  or
Accumulated Value to cover such taxes or assessments, if any, when applicable.

Benefit Option Payments

The  Contract  provides  several  types  of fixed  payment  Benefit  Options  to
Annuitants or their  Beneficiaries.  The Owner has  considerable  flexibility in
choosing the Retirement  Date.  However,  the tax  implications of distributions
must be  carefully  considered,  including  the  possibility  of  penalties  for
commencing  benefits  either too soon or too late.  See  "Benefit  Options"  and
"Federal Tax Matters."

Death Benefit

In the event that the Annuitant or Owner dies prior to the  Retirement  Date, an
enhanced death benefit is payable to the Beneficiary of the Contract.  The death
benefit  may be paid as  either a single  sum cash  benefit  or under a  Benefit
Option.  See "Benefit  Payable on Death of Annuitant or Owner." In the event the
Annuitant dies on or after the Retirement  Date,  the  Beneficiary  will receive
only any  continuing  payments  which may be provided  by the Benefit  Option in
effect.

Right to Examine the Contract

The Owner has a right to examine the Contract. The Owner can cancel the Contract
by delivering or mailing it, together with a written  request,  to the Company's
home office or to the sales representative through whom it was purchased, before
the close of  business  on the  tenth day (or such  later  date as  provided  by
applicable state law) after receipt of the Contract.  If these items are sent by
mail, properly addressed and postage prepaid, they will be deemed to be received
by the  Company on the date  postmarked.  The  Company  will  return  either all
Purchase  Payments made,  without interest or  appreciation,  or the Accumulated
Value of the  Contract,  whichever  is required  by  applicable  state law.  See
Appendix B for "Free Look" information.

Tax Implications

The tax  implications  for Owners,  Annuitants  and  Beneficiaries  can be quite
important.  A brief  discussion  of some of these is set out under  "Federal Tax
Matters"  in  this  Prospectus,   but  such  discussion  is  not  comprehensive.
Therefore,  an Owner  should  consider  these  matters  carefully  and consult a
qualified tax advisor before making Purchase Payments or taking any other action
in  connection  with the  Contract.  Failure  to do so could  result in  serious
adverse tax consequences which might otherwise have been avoided.

Questions and Other Communications

Any question  about  procedures  or the  Contract  should be directed to a sales
representative, or the Company's home office: The Principal Financial Group, Des
Moines, Iowa 50392-1770; 1-800-852-4450.  Purchase Payments and written requests
should  be  mailed  or   delivered  to  the  same  home  office   address.   All
communications  should  include the  Contract  number,  the Owner's name and, if
different, the Annuitant's name.

Any  Purchase  Payment  or other  communication,  except a  cancellation  notice
described above under "Right to Examine the Contract," is deemed received at the
Company's  home office on the actual date of receipt there in proper form unless
received (1) after the close of regular  trading on the New York Stock Exchange,
or (2) on a date that is not a Valuation Date. In either of these two cases, the
date of receipt will be deemed to be the next Valuation Date.

Total or Partial Surrenders

An Owner may withdraw cash from the Contract at any time prior to the Retirement
Date  subject  to any  charges  that may be  applied.  See  "Total  and  Partial
Surrenders."  Note that withdrawals  before age 59 1/2 may involve an income tax
penalty. See "Federal Tax Matters."

DESCRIPTION OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY (The "Company")

Principal Mutual Life Insurance  Company is a mutual life insurance company with
its home office at The Principal  Financial Group, Des Moines,  Iowa,  telephone
number 515-247-5111.  It was originally incorporated under the laws of the State
of Iowa in 1879 as Bankers  Life  Association,  changed its name to Bankers Life
Company in 1911 and changed its name to Principal Mutual Life Insurance  Company
in 1986. It is a member of The Principal  Financial Group, a diversified  family
of insurance and financial services corporations.

Principal  Mutual Life Insurance  Company is authorized to do business in the 50
states of the United  States,  the District of  Columbia,  the  Commonwealth  of
Puerto Rico, and the Canadian Provinces of Alberta, British Columbia,  Manitoba,
Ontario and Quebec. The Company offers a full range of products and services for
businesses, groups and individuals including individual insurance, pension plans
and group/employee  benefits. The Company has ranked in the upper one percent of
life  insurers  in assets  and  premium  income  and has  consistently  received
excellent  ratings  from  the  major  rating  firms  based  upon  the  Company's
claims-paying  ability. The Company has $44.1 billion in assets under management
and serves more than 8.8 million individuals and their families.

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B

Separate  Account B was established on January 12, 1970 pursuant to a resolution
(as  amended)  of the  Executive  Committee  of the  Board of  Directors  of the
Company.  Under Iowa insurance laws and regulations the income, gains or losses,
whether  or not  realized,  of  Separate  Account B are  credited  to or charged
against the assets of  Separate  Account B without  regard to the other  income,
gains or losses of the Company.  Although the assets of Separate Account B equal
to the reserves and liabilities  arising under the contracts  issued  thereunder
will not be  charged  with any  liabilities  arising  out of any other  business
conducted  by the  Company,  the  reverse is not true.  Hence,  all  obligations
arising  under the Contract,  including  the promise to make payments  under the
Benefit Options, are general corporate obligations of the Company.

Separate  Account B was  registered  on July 17,  1970 with the  Securities  and
Exchange  Commission as a unit investment trust under the Investment Company Act
of 1940,  as amended.  Such  registration  does not involve  supervision  by the
Commission of the investments or investment policies of Separate Account B.

The Company is taxed as a life  insurance  company  under the  Internal  Revenue
Code. The operations of Separate  Account B are part of the total  operations of
the Company but are treated  separately for  accounting and financial  statement
purposes and are considered separately in computing the Company's tax liability.
Separate  Account B is not affected by federal  income taxes paid by the Company
with respect to its other operations, and under existing federal income tax law,
investment  income and capital gains  attributable to Separate Account B are not
taxed.  The Company reserves the right to charge Separate Account B with, and to
create a reserve for, any tax liability which the Company  determines may result
from maintenance of Separate Account B. To the best of the Company's  knowledge,
there is no current prospect of any such liability.

There are currently ten Divisions (or  Subaccounts)  in Separate  Account B. The
assets of Divisions  are invested  exclusively  in shares of a Principal  Mutual
Fund.  New Divisions may be added and made  available to Owners of the Contract.
Divisions may also be eliminated from the Separate Account.

MUTUAL FUNDS

The Divisions of Separate Account B currently invest  exclusively in shares of a
Principal  Mutual Fund. The ten Principal  Mutual Funds available for investment
are as follows:  Aggressive  Growth Fund, Asset Allocation Fund,  Balanced Fund,
Bond  Fund,  Capital   Accumulation  Fund,  Emerging  Growth  Fund,   Government
Securities  Fund,  Growth  Fund,  Money  Market  Fund  and  World  Fund.  A full
description of the Mutual Funds,  their  investment  policies and  restrictions,
their  charges,  the risks  attendant to investing in them, and other aspects of
their operations is contained in the Prospectus for the Funds  accompanying this
Prospectus and in the Statement of Additional Information for the Funds referred
to therein.  Additional  copies of these  documents may be obtained from a sales
representative or from the Company's home office.

The Mutual Funds are separately incorporated,  diversified,  open-end investment
management  companies,  typically  known as Mutual  Funds.  The  Manager for the
Mutual  Funds is Princor  Management  Corporation.  Some of the Mutual Funds are
also used to fund variable life insurance contracts issued by the Company.  Each
such Fund's  Board of  Directors  will  monitor  events in order to identify any
material irreconcilable  conflicts between the interests of the variable annuity
contract  owners  and  life  insurance  policyowners  that  may  develop  and to
determine  what  action,  if any,  should be taken in  response  thereto.  If it
becomes  necessary for any separate account to replace shares of any Mutual Fund
with another investment,  the Mutual Fund may have to liquidate  securities on a
disadvantageous  basis. See "Eligible  Purchasers and Purchase of Shares" in the
Funds' prospectus for a discussion of the potential risks associated with "mixed
funding."

The Company  purchases  and redeems  shares of the Mutual Funds for the Separate
Account  at their  net  asset  value  without  the  imposition  of any  sales or
redemption  charges.  Such shares  represent  interests  in the ten Mutual Funds
available for investment by the Separate  Account.  Each Mutual Fund corresponds
to one of the Divisions of the Separate Account.  The assets of each Mutual Fund
are  separate  from  the  others  and  each  is  a  separate  corporation  whose
performance  has no effect on the  investment  performance  of any other  Mutual
Fund.

Any  dividend or capital  gain  distributions  attributable  to the Contract are
automatically  reinvested  in shares of the  Mutual  Fund  from  which  they are
received at that Mutual Fund's net asset value on the date paid.  Such dividends
and  distributions  will have the effect of reducing the net asset value of each
share of the corresponding  Mutual Fund and increasing,  by an equivalent value,
the number of shares outstanding of that Mutual Fund. However,  the value of the
interests of Owners in the corresponding Division will not change as a result of
any such dividends and distributions.

SURPLUS DISTRIBUTION AT SOLE DISCRETION OF THE COMPANY

It is not anticipated  that any divisible  surplus will ever be distributable to
these  Contracts in the future  because the Contracts are not expected to result
in a  contribution  to the  divisible  surplus of the Company.  However,  if any
distribution of divisible surplus is made, it will be made to Owners in the form
of cash.

THE CONTRACT

The Contract  described in this  Prospectus  is designed to provide  individuals
with retirement  benefits in connection with (1) Individual  Retirement  Annuity
plans or programs ("IRA Plans"),  Simplified Employee Pension Plans ("SEPs") and
Salary Reduction Simplified Employee Pension Plans ("SAR/SEPs") adopted pursuant
to Section 408 of the  Internal  Revenue Code and (2)  non-qualified  retirement
plans.  The  Contract  provides  for the  accumulation  of values on a fixed and
variable  basis and the  payment  of  annuity  benefits  in the form of  Benefit
Options on a fixed basis.

A.   Purchasing a Contract

     Persons  wishing to purchase a Contract  must complete an  application  and
     make an initial  Purchase  Payment.  The  application  is  forwarded to the
     Company  for  processing.   Acceptance  is  subject  to  underwriting   and
     suitability rules and procedures.  The Company reserves the right to reject
     any application or any Purchase Payment if, in the view of the Company, the
     Company's  underwriting  and  suitability  rules  and  procedures  are  not
     satisfied.

     Purchase  Payments  which are  remitted  through an employer  for  multiple
     employee-Owner/Annuitants   must  also  be   accompanied   by   information
     identifying the proper  Contracts and accounts to be credited with Purchase
     Payments.

     If the  application  can be  accepted  in the form  received,  the  initial
     Purchase  Payment  will be credited  within two  Valuation  Dates after the
     later of receipt of the  application  or  receipt of the  initial  Purchase
     Payment at the  Company's  home  office.  If the initial  Purchase  Payment
     cannot be credited  within five Valuation  Dates after receipt  because the
     application  or other  issuing  requirements  are  incomplete,  the initial
     Purchase  Payment  will be returned  unless the  applicant  consents to our
     retaining  the  initial  Purchase  Payment  and  crediting  it  within  two
     Valuation Dates after the necessary requirements are fulfilled.

     The date that the  Contract is issued is the  Contract  Date.  The Contract
     Date is the date used to determine  Contract Years,  regardless of when the
     Contract is  delivered.  The  crediting  of  investment  experience  in the
     Separate Account, or a fixed rate of return in the Fixed Account, begins as
     of the Contract Date,  even if that date is delayed due to  underwriting or
     administrative requirements.

     Generally,  additional Purchase Payments will be accepted at any time after
     the  Contract  Date  and  prior  to the  Retirement  Date,  as  long as the
     Annuitant  is  living.   Purchase  Payments  (together  with  any  required
     information  identifying  the proper  Contracts and accounts to be credited
     with Purchase  Payments)  must be delivered to the  Company's  home office.
     Additional  Purchase Payments are credited to the Contract and added to the
     Accumulated  Value as of the end of the Valuation  Period in which they are
     received.

    1.   Purchase Payment Limitations

         For Contracts issued in connection with non-qualified retirement Plans,
         the  initial  Purchase  Payment  must be at least  $2,500.  The initial
         Purchase  Payment for all other Contracts must be at least $1,000.  The
         minimum  subsequent  investment  is $100.  A $100  monthly  minimum for
         initial and subsequent  investments is available for Contracts to which
         Purchase  Payments are made on a monthly  basis through an account of a
         bank or similar  financial  institution  under an Automatic  Investment
         Program.  Forms and  preauthorized  check  agreements  to  establish an
         Automatic  Investment  Program are  available  from  Princor  Financial
         Services Corporation. For Contracts which are issued in connection with
         a  retirement  plan  covering  more than four  people,  the initial and
         subsequent  monthly  Purchase  Payments under each Contract must at all
         times  average  at least  $100  and in no case be less  than  $50.  The
         Company  reserves  the right to increase  the  minimum  amount for each
         Purchase  Payment to not more than  $1,000.  The Company  reserves  the
         right to terminate a Contract and  distribute  the  Accumulated  Value,
         less  any  applicable  charges,  if no  premiums  are paid  during  two
         consecutive  calendar years and the Accumulated Value or total Purchase
         Payments less partial  surrenders and applicable  surrender  charges is
         less than  $2,000.  The Company  will notify the Owner of its intent to
         exercise  this right and  provide the Owner a 60 day period to increase
         the Accumulated Value to $2,000.

         The total of all Purchase  Payments may not exceed  $1,000,000  without
the Company's prior approval.

    2.   Allocation of Purchase Payments

         The initial Purchase Payment is allocated, as specified by the Owner in
         the  Contract  application,  among one or more of the  Divisions of the
         Separate  Account,  or to the  Fixed  Account,  or to both.  Subsequent
         Purchase  Payments  are  allocated  in the same  way,  or  pursuant  to
         different  allocation  percentages  that  the  Owner  may  subsequently
         specify.  Allocations to the Fixed Account are not allowed if the Fixed
         Account Value  immediately  after the  allocation  exceeds  $1,000,000,
         except with our prior approval.

         Several  states  require  the  Company to return the  initial  Purchase
         Payment  to an Owner who  reconsiders  the  decision  to  purchase  the
         Contract  within a certain  time  period.  See  "Right to  Examine  the
         Contract."  Initial  Purchase  Payments for a Contract issued in such a
         state are allocated to the Money Market  Division  until the expiration
         of the applicable "free-look" period at which time they are reallocated
         in  accordance  with  the  Owner's  allocation  instructions.  For this
         purpose,  the Contract  will be presumed to have been  delivered to the
         Owner 10 days after the Contract Date.

    3.   Right to Examine the Contract

         The Owner has the right to examine the  Contract.  The Owner can cancel
         the  Contract  by  delivering  or mailing it,  together  with a written
         request,  to the Company's  home office or to the sales  representative
         through  whom it was  purchased,  before the close of  business  on the
         tenth day (or such later date as provided by applicable  state statute)
         after  receipt  of the  Contract.  If  these  items  are  sent by mail,
         properly  addressed  and  postage  prepaid,  they  will be deemed to be
         received  by the  Company  on the date  postmarked  for the  purpose of
         determining  whether  the 10 day period has  elapsed.  If the  Purchase
         Payments are allocated to the Money Market  Division as described above
         under  "Allocation  of Purchase  Payments," the Company will return the
         greater  of the  Contract's  value  or  Purchase  Payments  paid if the
         Contract  is  cancelled.   Otherwise,   the  Company  will  return  the
         Accumulated Value of the Contract. See Appendix B.

B.   Prior to the Retirement Date

    1.   Determining the Accumulated Value of the Contract

         The  Owner's  Accumulated  Value is the total of any  Separate  Account
         Value plus any Fixed Account Value under the Contract. For a discussion
         of how Fixed Account Value is calculated, see "Fixed Account."

         There is no guaranteed  minimum  Separate  Account Value.  The Separate
         Account  Value will  reflect the  investment  experience  of the chosen
         Divisions of the Separate  Account,  all Purchase  Payments  made,  any
         partial  surrenders,  and all charges  assessed in connection  with the
         Contract.  Therefore, the Separate Account Value changes from Valuation
         Period  to  Valuation  Period.  To  the  extent  Accumulated  Value  is
         allocated  to  the  Separate  Account,   the  Owner  bears  the  entire
         investment risk.

         A Contract's Separate Account Value is based on Unit Values,  which are
         determined on each  Valuation  Date. The value of a Unit for a Division
         on any Valuation Date is equal to the previous value of that Division's
         Unit  multiplied by that  Division's Net Investment  Factor  (discussed
         directly below) for the Valuation Period ending on that Valuation Date.
         Net  Purchase  Payments  applied  to a given  Division  will be used to
         purchase Units at the Unit Value of that Division next determined after
         receipt of a Purchase Payment. See "Allocation of Purchase Payments and
         Transfers."

         At the end of any Valuation Period, a Contract's Separate Account Value
in a Division is equal to:

              o    The number of Units in the Division; times

              o    The value of one Unit for that Division.

         The number of Units in each Division is equal to:

              o    The initial Units purchased on the Contract Date; plus

              o    Units purchased at the time that additional Purchase Payments
                   are allocated to the Division; plus

              o    Units purchased through transfers from another Division or 
                   from the Fixed Account; less

              o    Units redeemed to pay for the portion of any partial 
                   surrenders allocated to the Division; less

              o    Units redeemed as part of a transfer to another Division or 
                   to the Fixed Account; less

              o    Units redeemed to pay charges under the Contract.

Net Investment Factor. Each Net Investment Factor is the quantitative measure of
the  investment  performance  of each  Division of  Separate  Account B. For any
specified  Valuation  Period the Net  Investment  Factor  for a  Division  for a
Contract is equal to

             (a)  the quotient obtained by dividing (i) the net asset value of a
                  share  of the  underlying  Mutual  Fund  as of the  end of the
                  Valuation Period, plus the per share amount of any dividend or
                  other   distribution  made  by  the  Mutual  Fund  during  the
                  Valuation  Period (less an  adjustment  for taxes,  if any) by
                  (ii) the net asset  value of a share of the Mutual  Fund as of
                  the end of the immediately preceding Valuation Period,

                            reduced by

             (b)  a mortality  and expense  risks charge in an amount equal to a
                  simple  interest  rate  for  the  number  of days  within  the
                  Valuation  Period  equivalent to an annual rate of 1.25%.  The
                  Company   has   reserved   the   right   to   assess  a  daily
                  administrative  expense charge at an annual rate of up to .15%
                  of the value of the average  Separate  Account net assets.  If
                  and to the extent such a charge is assessed,  such charge will
                  be included in the calculation of the Net Investment Factor in
                  the same manner as the mortality and expense risks charge.

         The  amount  of  any  taxes  referred  to  in  subparagraph  (a)  above
         (currently  none)  and the  amounts  derived  from  applying  the  rate
         specified in  subparagraph  (b) above will be accrued daily and will be
         transferred from Separate Account B at the discretion of the Company.

    2.   Allocation of Purchase Payments and Transfers

         Allocation of Purchase Payments. In the application for a Contract, the
         Owner can  allocate  Purchase  Payments,  or portions  thereof,  to the
         available Divisions of the Separate Account or to the Fixed Account, or
         both.  Percentages  must be in whole  numbers and the total  allocation
         must  equal  100%.  The  percentage  allocations  for  future  Purchase
         Payments  may be  changed,  without  charge,  at any time by  sending a
         written  request  to the  Company's  home  office  or by  telephone  as
         described below.  Changes in the allocation of future Purchase Payments
         will be  effective  at the end of the  Valuation  Period  in which  the
         Company receives the Owner's request.

         Unscheduled Transfers. Transfers of amounts from one available Division
         of the  Separate  Account to another or into the Fixed  Account  can be
         made by the Owner.  A transfer from a Division of the Separate  Account
         to the  Fixed  Account  may not be made if a  transfer  from the  Fixed
         Account to a Division of the Separate  Account has been made within the
         six-month  period  prior to the date of the  requested  transfer to the
         Separate  Account or if  immediately  after the  transfer  to the Fixed
         Account the Owner's Fixed Account Value exceeds $1 million.  The amount
         to be  transferred  may be stated as a dollar amount or as a percentage
         of the Separate  Account  Value of the Division from which the transfer
         is to be made. The amount  transferred from each Division must equal or
         exceed  the  lesser  of $100 or 100%  of the  Owner's  interest  in the
         Division.  Transfers  may be completed by sending a written  request to
         the Company at its home office, or by telephone as described below.

         All or part of the  values  in one or more  Divisions  of the  Separate
         Account  may be  transferred  at one  time.  Transfers  from the  Fixed
         Account are  restricted on both amount and timing.  See "Fixed  Account
         Transfers,  Total and Partial Surrenders." Transfers from a Division of
         the Separate  Account will be executed and values will be determined in
         connection with the transfers as of the end of the Valuation  Period in
         which the Company receives the transfer request.  There is currently no
         charge for the  transfer  but the Company  reserves the right to impose
         charges (not to exceed $30 per transfer) on unscheduled transfers after
         the twelfth such transfer during a Contract year. For this purpose, all
         transfers  between and among the Divisions of the Separate  Account and
         the Fixed Account will be treated as one transfer,  if all the transfer
         requests are made at the same time as part of one request.  The Company
         also reserves the right to reject transfer  instructions  provided by a
         person providing them for multiple contracts.

         Scheduled  Transfers.  The owner may elect to have automatic  transfers
         completed  on a  periodic  basis  from  any  Division  of the  Separate
         Account.  Scheduled transfers are available from a Division only if the
         value of the Separate  Account Value in such Division equals or exceeds
         $5,000. An Owner may establish scheduled transfers by sending a written
         request to the Company at its home office or by  telephone as described
         below.  Scheduled transfers will be completed on a monthly,  quarterly,
         semi-annual  or annual basis on the date (other than the 29th,  30th or
         31st)  specified by the Owner. If the requested date is not a Valuation
         Date,  the  transfer  will be  completed  on the  next  valuation  date
         following such specified date. Scheduled transfers of the dollar amount
         specified  by the  Owner  (minimum  of $100)  will  continue  until the
         Separate  Account Value in the Division  from which such  transfers are
         made  is  exhausted  or  until  the  Owner   notifies  the  Company  to
         discontinue such transfers. The Company reserves the right to limit the
         number of Divisions from which  transfers will be made  simultaneously,
         but in no event will such limitation be less than two Divisions.

         Telephone Services.  Unless telephone transaction services are declined
         on the application for a Contract,  or at any subsequent time the Owner
         notifies  the  Company  in  writing  to  remove  telephone  transaction
         services,  changes in the  allocation of future  Purchase  Payments and
         transfers  may be made pursuant to telephone  instructions,  subject to
         the  above  terms.  The  telephone  transactions  may be  exercised  by
         telephoning   1-800-852-4450.   Telephone  transfer  requests  must  be
         received by the close of the New York Stock  Exchange on a day when the
         Company is open for business to be effective  that day.  Requests  made
         after that time or on a day when the  Company is not open for  business
         will be effective the next business day.  Although neither the Separate
         Account  nor  the  Company  is  responsible  for  the  authenticity  of
         telephone  transaction  requests,  the right is  reserved  to refuse to
         accept  telephone  requests when in the opinion of the Company it seems
         prudent to do so. The Owner bears the risk of loss caused by fraudulent
         telephone  instructions the Company reasonably  believes to be genuine.
         The  Company  will employ  reasonable  procedures  to assure  telephone
         instructions  are genuine and if such procedures are not followed,  the
         Company  may be liable  for losses due to  unauthorized  or  fraudulent
         transactions.   Such   procedures   include   recording  all  telephone
         instructions,  requesting personal  identification  information such as
         the caller's name,  daytime  telephone  number,  social security number
         and/or birthdate and sending a written  confirmation of the transaction
         to  the  Owner's  address  of  record.  Owners  may  obtain  additional
         information and assistance by telephoning the toll free number.
         The Company may modify or terminate  telephone  transfer  procedures at
         any time.

    3.   Total and Partial Surrenders

         Total  Surrenders.  The Owner may surrender  all of the cash  surrender
         value at any time  during  the life of the  Annuitant  and prior to the
         Retirement Date by a written request sent to the Company's home office.
         The Company reserves the right to require that the Contract be returned
         to the Company prior to making  payment,  although this will not affect
         the  determination  of the  amount of the cash  surrender  value.  Cash
         surrender  value is the  Accumulated  Value at the end of the Valuation
         Period  during  which the written  request for the total  surrender  is
         received  by the  Company  at its  home  office,  less  any  applicable
         Surrender  Charge,  Annual Fee and  Transaction  Fee. For discussion of
         these charges and the circumstances under which they apply, see "Annual
         Fee," "Surrender Charge," and "Transaction Fee."

         The  written  consent  of  all  collateral  assignees  and  irrevocable
         beneficiaries of a non-qualified Contract must be obtained prior to any
         total surrender. Surrenders from the Separate Account will generally be
         paid  within  seven days of the date of receipt by the  Company's  home
         office of the written request, or such earlier date as required by law.
         Postponement of payments may occur, however, in certain  circumstances.
         See "Postponement of Payments."

         Since the Owner  assumes the  investment  risk with  respect to amounts
         allocated to the Separate Account,  and because certain  surrenders are
         subject to a Surrender Charge,  the amount paid upon total surrender of
         the cash  surrender  value  (taking  into  account  any  prior  partial
         surrenders) may be more or less than the total Purchase Payments made.

         Unscheduled  Partial  Surrenders.  At any time prior to the  Retirement
         Date and during the lifetime of the Annuitant,  the Owner may surrender
         a portion of the Fixed Account Value and/or the Separate  Account Value
         by sending a written request to the Company's home office.  The minimum
         unscheduled  partial surrender amount is $100 and the Accumulated Value
         of the Contract  must be $5,000 or more  immediately  after the partial
         surrender.  The  Company  reserves  the right to  increase  the minimum
         $5,000  remaining  Accumulated  Value  but in no event  will it  exceed
         $10,000.

         In order for a request  to be  processed,  the Owner must  specify  the
         dollar  amount  of the  Accumulated  Value  to  surrender.  The  amount
         surrendered  will be deducted  from the  Owner's  Fixed  Account  Value
         and/or  interest in a Division  according to the  surrender  allocation
         percentages  provided by the Owner.  Percentages  may be either zero or
         any whole number and must total 100%.

         The Company  will  surrender  Units from the  Separate  Account  and/or
         dollar  amounts from the Fixed  Account so that the total amount of the
         partial  surrender  equals the dollar  amount of the partial  surrender
         request plus any applicable  Surrender  Charge.  The partial  surrender
         will be  effective  at the end of the  Valuation  Period  in which  the
         Company receives the written request for partial  surrender at its home
         office.  Payments  will  generally  be made  within  seven  days of the
         effective date of such request or such earlier date as required by law,
         although certain delays are permitted. See "Postponement of Payments."

         Scheduled  Partial  Surrenders.  The owner  may  elect to have  partial
         surrenders  completed  on a  periodic  basis from any  Division  of the
         Separate  Account and/or Fixed Account.  Scheduled  partial  surrenders
         (sometimes referred to as a "Flexible Withdrawal Option") are available
         only if the value of the  Accumulated  Value is at least  $5,000 at the
         time  the  surrenders  begin.   Scheduled  partial  surrenders  may  be
         established by the Owner by providing  written notice to the Company at
         the Company's home office.  The Owner may specify  monthly,  quarterly,
         semi-annual  or annual  partial  surrenders to be completed on any date
         other than 29th, 30th or 31st. If the specified date is not a Valuation
         Date, surrenders will be completed on the next Valuation Date following
         such  specified  date.  Partial  surrenders  will  continue  until  the
         Accumulated  Value is exhausted or until the Owner notifies the Company
         to discontinue the scheduled surrenders.

         The Internal  Revenue Code  provides that a penalty tax will be imposed
         on certain premature surrenders. For a discussion of this and other tax
         implications  of total and partial  surrenders,  including  withholding
         requirements, see "Federal Tax Matters."

    4.   Benefit Payable on Death of Annuitant or Owner

         If the  Annuitant or Owner dies prior to the  Retirement  Date, a death
         benefit will be paid to the deceased's  Beneficiary.  The amount of the
         death benefit will be the greater of:

              (1) the Accumulated Value on the date the Company receives Notice
                  (including proof) of death; or

              (2) total  Purchase  Payments  less  any  partial  surrenders  and
                  Surrender  Charges as of the date the Company  receives Notice
                  (including proof) of death; or

              (3) the death benefit that was in effect on any prior  Anniversary
                  that is divisible equally by seven, plus any Purchase Payments
                  and less any partial surrenders made after that Anniversary.

         The death  benefit  generally  will be paid within seven days after the
         Company  receives  Notice   (including  proof)  of  death  and  written
         instructions  as to the manner of payment to the  Beneficiary,  or such
         earlier date as required by law. Under certain  circumstances,  payment
         of the death benefit may be postponed.  See "Postponement of Payments."
         If benefit  instructions have been provided by the deceased,  the death
         benefit  will be paid  according  to  those  instructions.  If  benefit
         instructions  have not been provided and the Company does not receive a
         written request for settlement  method,  the Company will pay the death
         benefit in a single sum.  The Company  will pay  interest (at an annual
         rate equal to or greater than 3%) on the death benefit from the date it
         receives proof of death until the date of payment or until the date the
         death benefit is applied under a Benefit Option.

         If the Owner dies before the Annuitant and the Owner's  Beneficiary  is
         the surviving  spouse,  the Company will continue the Contract with the
         spouse as the new Owner  unless the spouse  elects to receive the death
         benefit.   If  benefit   instructions  have  not  been  provided,   the
         Beneficiary may (a) receive a single sum payment,  which terminates the
         Contract,  or (b) select a Benefit Option. If the beneficiary selects a
         Benefit Option, he or she will have all the rights and privileges of an
         Annuitant  under the  Contract.  If the  Beneficiary  desires a Benefit
         Option,  the  election  should  be made  within 60 days of the date the
         death benefit  becomes  payable.  Failure to make a timely election can
         result in unfavorable tax consequences.  For further  information,  see
         "Federal Tax Matters."

         We accept any of the following as proof of death: a certified copy of a
         death certificate; a copy of a certified decree of a court of competent
         jurisdiction  as to the  finding  of death;  a written  statement  by a
         medical  doctor who attended the deceased at the time of death;  or any
         other proof satisfactory to us.

         If the Owner dies before the Annuitant and before the  Retirement  Date
         with respect to a Contract  not issued in  connection  with  retirement
         plans qualified under Section 408 of the Internal Revenue Code, certain
         additional  requirements  are  mandated by the Internal  Revenue  Code,
         which are discussed under  "Required  Distributions  for  Non-Qualified
         Contracts."  It is imperative  that written  notice of the death of the
         Owner be promptly  transmitted  to the Company at its home  office,  so
         that  arrangements  can be made for distribution of the entire interest
         in the  Contract  to the  Beneficiary  in a manner that  satisfies  the
         Internal   Revenue  Code   requirements.   Failure  to  satisfy   these
         requirements may result in the Contract not being treated as an annuity
         for  federal  income  tax  purposes,   which  could  have  adverse  tax
         consequences.

C.   After the Retirement Date

    1.   Retirement Date

         The  Owner  may  specify  a  Retirement  Date in the  application.  The
         Retirement  Date  marks the  beginning  of the period  during  which an
         Annuitant  receives  Benefit Option  payments  under the Contract.  The
         Company may not permit a Retirement Date which is on or after the later
         of the  Annuitant's  85th birthday or ten years after the Contract Date
         (but no later than age 88 in Pennsylvania and age 85 in New York).

         Depending on the type of  retirement  arrangement  in  connection  with
         which a Contract is issued,  amounts  that are  distributed  either too
         soon or too late may be  subject to penalty  taxes  under the  Internal
         Revenue Code.  See "Federal Tax Matters."  Owners should  consider this
         carefully in selecting or changing a Retirement Date.

         The Owner may  change  the  Retirement  Date with the  Company's  prior
         approval,  by  written  request  any time  prior to the  issuance  of a
         supplementary  contract  which  provides  a  Benefit  Option.  The  new
         Retirement  Date  must be any  Anniversary  on or  before  the  maximum
         Retirement Date.

    2.   Benefit Options

         The  Company  currently  offers  only fixed  Benefit  Option  payments;
         variable  Benefit  Option  payments are not currently  offered.  If the
         Accumulated Value at the end of the Valuation Period which contains the
         Retirement  Date is less than $5,000 or if the amount  applied  under a
         Benefit  Option would result in a periodic  payment below the Company's
         minimum  requirements  in effect at that time,  the Company may pay the
         entire Accumulated Value,  without the imposition of any charges,  in a
         single sum payment to the Annuitant or other properly  designated payee
         and  cancel  the  Contract.  Otherwise,  the  Company  will  apply  the
         Accumulated Value to provide a fixed Benefit Option.

         Benefit  Option  payments  will be made as  elected  by the  Owner on a
         monthly,  quarterly,  semi-annual  or annual basis to the  Annuitant or
         other  properly-designated  payee.  The  dollar  amount of any  Benefit
         Option  payment  is  specified  during the  entire  period of  payments
         according to the provisions of the Benefit Option selected. There is no
         right to make any  total or  partial  surrender  after  Benefit  Option
         payments commence.

         The amount of each Benefit  Option payment will depend on the amount of
         Accumulated  Value applied to the Benefit  Option,  the form of Benefit
         Option  selected  and,  for  Benefit  Options  other than Fixed  Income
         described below,  the age of the Annuitant.  The amount of each Benefit
         Option payment  ordinarily will be higher for a male Annuitant than for
         a  female  Annuitant  with an  otherwise  identical  Contract.  This is
         because,  statistically,  females tend to have longer life expectancies
         than males.  However,  there will be no  differences  between  male and
         female  Annuitants in any  jurisdiction  where such differences are not
         permitted.  The Company will also make available Contracts with no such
         differences  in  connection  with  certain  employer-sponsored  benefit
         plans. Employers should be aware that, under most such plans, Contracts
         that make distinctions based on gender are prohibited by law.

         The  Owner  may  select a  Benefit  Option  form or  change a  previous
         selection by written request,  which must be received by the Company on
         or before the  Retirement  Date. If no Benefit Option form is chosen by
         the Owner,  the Company  automatically  applies a Life  Income  Benefit
         Option (described below),  with payments guaranteed for 10 years. If an
         Annuitant and Joint Annuitant have been designated  under the Contract,
         payments  will be made  pursuant  to a Joint and Full  Survivor  Income
         Benefit Option (described below) with payments guaranteed for 10 years,
         unless otherwise  elected.  Tax laws and regulations may impose further
         restrictions on Benefit Options.

         The following Benefit Options are available:

              Fixed  Income.  Payments of a fixed amount or payments for a fixed
              period of at least 5 years but not more than 30 years, are made as
              of  the  first  day of  each  payment  period  starting  with  the
              Retirement Date.  Payments will stop after all guaranteed payments
              are made.

              Life Income. Payments are made as of the first day of each payment
              period during the Annuitant's  life,  starting with the Retirement
              Date.  No payments  will be made after the  Annuitant  dies. It is
              possible  for the payee to  receive  only one  payment  under this
              option if the Annuitant dies before the second payment is due.

              Life  Income  with  Payments  Guaranteed  for a Period  of 5 to 20
              Years.  Payments  are  made as of the  first  day of each  payment
              period starting on the Retirement Date.  Payments will continue as
              long as the Annuitant  lives.  If the Annuitant dies before all of
              the guaranteed  payments have been made, the Company will continue
              installments of the guaranteed payments to the Beneficiary.

              Joint and Full  Survivor  Income with  Payments  Guaranteed  for a
              Period of 10 Years.  Payments are made as of the first day of each
              payment period  starting with the Retirement  Date.  Payments will
              continue as long as either the Annuitant or the Joint Annuitant is
              alive.  If the Annuitant and Joint Annuitant die before all of the
              guaranteed  payments  have been made,  the Company  will  continue
              installments of the guaranteed payments to the Beneficiary.

              Joint and Two-Thirds Survivor Life Income. Payments are made as of
              the first day of each payment period  starting with the Retirement
              Date.  Payments  will  continue as long as either the Annuitant or
              the Joint Annuitant is alive. If either the Annuitant or the Joint
              Annuitant  dies,   payments  will  continue  to  the  survivor  at
              two-thirds the original  amount.  Payments will stop when both the
              Annuitant  and Joint  Annuitant  have died. It is possible for the
              payee or payees  under this option to receive  only one payment if
              both Annuitants die before the second payment is due.

         Other  Benefit  Options  may  be  made  available  with  the  Company's
         approval.

         In order to avoid tax penalties,  distributions  from any Contract that
         is not a  non-qualified  contract  must  begin no later  than April 1st
         following  the calendar year in which the Owner attains age 70 1/2. The
         minimum  distribution   requirement  is  a  distribution  in  equal  or
         substantially  equal  amounts  over the Owner's  life or over the joint
         lives of the Owner and Owner's designated beneficiary,  or a period not
         extending  beyond  the  Owner's  life  expectancy,  or the  joint  life
         expectancy  of  the  Owner  and  Owner's  designated  beneficiary.   In
         addition,  distribution  payments must be made at least  annually.  Tax
         penalties  may  also  apply at the  Owner's  death  on  certain  excess
         accumulations.  Owners should  consider  potential  tax penalties  with
         their tax  advisors  when  electing  a Benefit  Option or taking  other
         distributions from the Contract.

    3.   Death of Annuitant or Other Payee

         Under the Benefit Options offered by the Company,  the amounts, if any,
         payable on the death of the Annuitant during the Benefit Option payment
         period are the  continuation  of payments for any  remaining  guarantee
         period or for the life of any Joint Annuitant. In all cases, the person
         entitled to receive  payments also  receives any rights and  privileges
         under the Benefit Option.

         Additional rules applicable to such distributions  under  Non-Qualified
         Contracts are described under "Required Distributions for Non-Qualified
         Contracts."  Though the rules there described do not apply to Contracts
         issued in connection with IRAs,  SEPs or SAR/SEPs,  similar rules apply
         to the plans, themselves.

CHARGES AND DEDUCTIONS

An  Annual  Fee,  a  mortality   and  expense   risks  charge  and,  in  certain
circumstances,  a Transaction Fee and state premium taxes are deducted under the
Contract.  Also, in certain  circumstances,  a Surrender  Charge may be deducted
from certain cash  withdrawals  before the Retirement Date. The Company has also
reserved the right to assess a daily Administrative Expense Charge.

There are also deductions from and expenses paid out of the assets of the Mutual
Funds which are described in the Mutual Funds' prospectus.

A.   Annual Fee

     An Annual Fee equal to the lesser of $30 or 2% of the  Owner's  Accumulated
     Value is deducted on the day before each Contract  Anniversary prior to the
     Retirement  Date. (This charge will be lower to the extent legally required
     in some  states.)  The Annual Fee will be  deducted  from  either the Fixed
     Account  Value or the  Owner's  interest  in a Separate  Account  Division,
     whichever  has the greatest  value on the date the fee is deducted.  If the
     Contract  is fully  surrendered,  the full amount of the Annual Fee will be
     deducted at the time of surrender.  The Annual Fee currently does not apply
     to Contracts that have an Accumulated  Value of at least $30,000 on the day
     before   the   Contract   Anniversary.   This   charge  is  to  help  cover
     administrative   costs  such  as  those  incurred  in  issuing   Contracts,
     establishing  and  maintaining  the records  relating to Contracts,  making
     regulatory filings and furnishing  confirmation  notices,  voting materials
     and other  communications,  providing  computer,  actuarial and  accounting
     services,  and  processing  Contract  transactions.  The  Company  does not
     anticipate any profit from this charge.

B.   Mortality and Expense Risks Charge

     The Company will assess each Division of the Separate  Account with a daily
     charge for mortality and expense risks at a nominal annual rate of 1.25% of
     the  average  daily  net  assets of the  Separate  Account  (consisting  of
     approximately  .80% for mortality risk and  approximately  .45% for expense
     risk).  This  charge is assessed  only prior to the  Retirement  Date.  The
     Company  guarantees  not to increase  this  charge for the  duration of the
     Contract.  This charge is assessed daily when  determining  the value of an
     accumulation Unit.

     The mortality  risk borne by the Company arises from its obligation to make
     Benefit Options payments  (determined in accordance with the annuity tables
     and other  provisions  contained in the  Contract) for the full life of all
     Annuitants  regardless  of  how  long  all  Annuitants  or  any  individual
     Annuitant might live. This undertaking  assures that neither an Annuitant's
     own longevity,  nor an improvement in life expectancy generally,  will have
     any adverse  effect on the  Benefit  Option  payments  the  Annuitant  will
     receive under the Contract. This, therefore,  relieves the Annuitant of the
     risk that he or she will outlive the funds accumulated for retirement.  The
     Benefit  Option  tables  contained in the Contract are based on the Annuity
     Mortality  1983 Table a. These  tables are  guaranteed  for the life of the
     Contract.

     In addition,  the Company  bears a mortality  risk in that it guarantees to
     pay a death benefit in a single sum (which may also be taken in the form of
     a Benefit  Option)  upon the death of an  Annuitant  or Owner  prior to the
     Retirement Date. No Surrender Charge is imposed upon the payment of a death
     benefit, which places a further mortality risk on the Company.

     The expense risk  assumed is that actual  expenses  incurred in  connection
     with  issuing and  administering  the  Contracts  will exceed the limits on
     administrative charges set in the Contracts.

     If the mortality and expense risk charge is insufficient to cover the costs
     assumed, the loss will be borne by the Company.  Conversely,  if the amount
     deducted  proves  more than  sufficient,  the excess  will be profit to the
     Company.  The Company expects a profit from the mortality and expense risks
     charge.

C.   Transaction Fee

     A  Transaction  Fee of $30 applies to each  unscheduled  partial  surrender
     after the first such  surrender  made during a Contract  Year.  The Company
     reserves  the  right  to  apply  the  Transaction  Fee to each  unscheduled
     transfer  from a Division  after the  twelfth  such  transfer in a Contract
     Year.  The  Transaction  Fee will be deducted  from the Fixed Account Value
     and/or the Owner's  interest in a Separate  Account Division from which the
     amount is surrendered or transferred, on a pro rata basis.

D.   Premium Taxes

     The Company has reserved  the right to deduct  amounts to cover any premium
     taxes that are imposed by states or other  jurisdictions,  when applicable.
     Any such  deduction  will be made  from  either  a  Purchase  Payment  when
     received by the Company,  or the  Accumulated  Value when  surrendered  (in
     whole or part) or applied under a Benefit Option.

E.   Surrender Charge

     No sales charge is collected or deducted at the time Purchase  Payments are
     applied  under a Contract.  A Surrender  Charge will be assessed on certain
     total or partial surrenders. The amounts obtained from the Surrender Charge
     will be used to  partially  defray  expenses  incurred  in the  sale of the
     Contract,  including  commissions  and other  promotional  or  distribution
     expenses  associated  with the marketing of the Contract.  If the Surrender
     Charge is insufficient to cover the actual cost of distribution, such costs
     will be paid from the Company's General Account assets,  which will include
     profit, if any, derived from the mortality and expense risks charge.

     The Surrender  Charge for any full or partial  surrender is a percentage of
     the Purchase  Payments  withdrawn or surrendered  which were received by us
     during the seven completed  Contract Year period prior to the withdrawal or
     surrender.  The  applicable  percentage  which is applied to the sum of the
     Purchase  Payments  paid  during  each  Contract  Year,  is  determined  in
     accordance with the following table.


                            TABLE OF SURRENDER CHARGES

          Number of Completed Contract  Surrender Charge Applied to all 
               Years Since Purchase      Purchase Payments Received in 
                  Payment was Paid             that Contract Year

                          0-2                           6%
                           3                            5%
                           4                            4%
                           5                            3%
                           6                            2%
                      7 and later                       0%


     For this purpose, it is assumed that amounts are withdrawn in the following
     order: (1) From Purchase  Payments  received by the Company more than seven
     completed Contract Years prior to the withdrawal or surrender; (2) From the
     Free Surrender  Privilege described below (from contract earnings first, if
     any, and then from Purchase Payments on a first-in,  first-out basis);  and
     (3) From  Purchase  Payments  received  by the  Company  within  the  seven
     completed  Contract  Year period prior to the  withdrawal or surrender on a
     first-in  first-out  basis.  There  is no  Surrender  Charge,  under  these
     guidelines,  on  withdrawals  of  Purchase  Payments  made more than  seven
     completed  Contract  Years prior to the  withdrawal or  surrender,  nor are
     there  Surrender  Charges  imposed  on  withdrawals  of the Free  Surrender
     Privilege.

     Waiver of the Surrender Charge. The Surrender Charge will not apply:

         1.   To any amount applied under a Benefit Option;

         2.   To the payment of a Death Benefit;

         3.   To any amount distributed to satisfy the minimum distribution 
              requirement of Sec. 401(a)9 of the Internal Revenue Code;

         4.   Where permitted by state law, to a withdrawal made after the first
              Anniversary  as a result of the  Owner's or  Annuitant's  Critical
              Need provided that:

              (a) the Owner or Annuitant to which the Critical Need applies is 
                  the original Owner or Annuitant;

              (b) the Critical Need did not exist prior to the Contract Date; 
                  and

              (c) if the Critical Need is Confinement to a Health Care Facility,
              the  confinement  must continue for at least 60  consecutive  days
              after Contract Date and the  withdrawal  must occur within 90 days
              after  confinement  ends. No additional  Purchase  Payments may be
              made to the Contract if the Company  waives the  Surrender  Charge
              due to a Critical Need.

         5.   To the Free  Surrender  Privilege  which is an amount  surrendered
              during a Contract Year in an amount not to exceed the greater of:

              (a) Earnings in the Contract  (Earnings =  Accumulated  Value less
                  unsurrendered  Purchase  Payments as of the surrender
                  date); or

              (b) 10% of the Purchase  Payments  still  subject to the Surrender
                  Charge,  decreased  by any partial  surrenders  since the last
                  Anniversary.

         6.   To any amount  transferred  from the Contract to a Single  Premium
              Immediate Annuity issued by the Company after the seventh Contract
              Year.

         7.   Where prohibited by state law.

F.   Administrative Expense Charge

     The  Company  reserves  the right to assess each  Division of the  Separate
     Account with a daily charge at a nominal annual rate of .15% of the average
     daily net assets of the  Division.  This charge would be imposed only prior
     to the Retirement  Date. The daily  Administrative  Expense Charge would be
     assessed  to help cover  administrative  expenses  such as those  described
     under  "Annual  Fee." The daily  Administrative  Expense  Charge,  like the
     Annual  Fee,  is designed to defray  expenses  actually  incurred,  without
     profit.  Even if the Administrative  Expense Charge was imposed,  the total
     anticipated  revenues  from both  charges  are not  expected  to exceed the
     actual administrative costs incurred by the Company.

FIXED ACCOUNT

Owners may allocate  Purchase  Payments  and transfer  amounts from the Separate
Account to the Fixed Account, in which case such amounts are held in the General
Account  of the  Company.  Because of  exemptive  and  exclusionary  provisions,
interests in the Fixed Account have not been registered under the Securities Act
of 1933 and the General Account has not been registered as an investment company
under the Investment Company Act of 1940. Accordingly, neither the Fixed Account
nor any interests  therein are subject to the provisions of these acts and, as a
result, the staff of the Securities and Exchange Commission has not reviewed the
disclosures  in this  Prospectus  relating  to the  Fixed  Account.  Disclosures
regarding  the Fixed  Account  may,  however,  be subject  to certain  generally
applicable  provisions of the federal  securities  laws relating to the accuracy
and  completeness  of  statements  made  in  prospectuses.  This  Prospectus  is
generally intended to serve as a disclosure document only for the aspects of the
Contract  involving the Separate Account and contains only selected  information
regarding the Fixed Account. More information regarding the Fixed Account may be
obtained from the Company's home office or from a sales representative.

General Description

The Company's obligations with respect to the Fixed Account are supported by the
Company's  General  Account.  Subject to  applicable  law,  the Company has sole
discretion over the investment of the assets in the General Account.

The Company  guarantees  that Purchase  Payments  allocated to the Fixed Account
will  accrue  interest  at a  guaranteed  interest  rate.  In no event  will the
guaranteed  interest  rate be less than 3%  compounded  annually.  Each Purchase
Payment  or  amount  transferred  to the Fixed  Account  earns  interest  at the
guaranteed rate in effect on the date it is received or  transferred.  This rate
applies  to each  Purchase  Payment or amount  transferred  until the end of the
Contract Year.

Each Anniversary the Company declares a renewal interest rate that is guaranteed
and applies to the Fixed  Account  Value in  existence  at that time.  This rate
applies  until  the end of the  Contract  Year.  Interest  is  earned  daily and
compounded  annually  at the end of each  Contract  Year.  Once  credited,  such
interest will be guaranteed and will become part of the Accumulated Value in the
Fixed Account from which deductions for fees and charges may be made.

Charges  under the Contract  are the same as when the Separate  Account is being
used,  except that the 1.25% per annum  charged for  mortality and expense risks
and, if applicable,  the .15% per annum charged for administrative  expenses are
not imposed on amounts of Accumulated Value in the Fixed Account.

Fixed Account Value

The  Contract's  Fixed  Account  Value on any  Valuation  Date is the sum of the
Purchase  Payments  allocated to the Fixed Account,  plus any transfers from the
Separate  Account,  plus  interest  credited  to the  Fixed  Account,  less  any
surrenders,  Surrender Charges, Annual Fees or Transaction Fees allocated to the
Fixed Account or transfers to the Separate Account.

Fixed Account Transfers, Total and Partial Surrenders

Amounts  in the Fixed  Account  are  generally  subject  to the same  rights and
limitations and will be subject to the same charges as are amounts  allocated to
the  Divisions  of the  Separate  Account  with  respect  to total  and  partial
surrenders. See "Total and Partial Surrenders."

Transfers out of the Fixed Account have special  limitations.  No transfers from
the Fixed Account may be made after the Retirement Date. Prior to the Retirement
Date,  Owners may transfer part or all of the  Accumulated  Value from the Fixed
Account  to the  Separate  Account  in one of two  ways,  a single  transfer  or
pursuant to scheduled transfers, both of which are described below. An Owner may
not make both a single transfer and scheduled transfers during the same Contract
Year.

         Single  Transfer.  A single  transfer in an amount not to exceed 25% of
         the Owner's Fixed Account Value as of the later of the Contract Date or
         the last Anniversary,  may be made each Contract Year during the 30-day
         period  following the Contract Date or Anniversary.  A transfer request
         must be made by the  owner  within  such  30-day  period.  An Owner may
         transfer up to the entire  Fixed  Account  Value if the  Owner's  Fixed
         Account Value is less than $1,000 or the renewal interest rate declared
         for the Owner's Fixed Account Value is more than one  percentage  point
         lower  than the  average  of the  Owner's  total  Fixed  Account  Value
         earnings for the preceding  Contract  Year. The Company will notify the
         Owner if the renewal interest rate falls to that threshold. The minimum
         transfer  amount is $100 (or, if less,  the entire  amount of the Fixed
         Account Value).

         Scheduled  Transfers.  During the 30-day period  following the later of
         the  Contract  Date or any  Anniversary,  the  Owner  may elect to have
         automatic transfers completed on a monthly basis from the Fixed Account
         to any  Division  of the  Separate  Account.  Scheduled  transfers  are
         available  from the Fixed  Account  only if the Owner's  Fixed  Account
         Value  equals or exceeds  $5,000 at the time  scheduled  transfers  are
         initiated. (The Company reserves the right to change that amount but it
         will never exceed $10,000.) An Owner may establish  scheduled transfers
         by sending a written  request to the  Company at its home  office or by
         telephone.  Scheduled transfers will be completed on a monthly basis on
         the date (other than the 29th, 30th or 31st) specified by the Owner. If
         the  requested  date is not a  Valuation  Date,  the  transfer  will be
         completed on the next valuation  date  following  such specified  date.
         Scheduled  monthly  transfers  of an amount  equal to 2% of the Owner's
         Fixed  Account  Value as of the later of the Contract  Date or the Last
         Anniversary will continue until the Fixed Account Value is exhausted or
         until the Owner  notifies  the  Company to  discontinue  the  scheduled
         transfers. If the Owner discontinues the scheduled transfers, transfers
         may not begin again without the Company's prior approval.

GENERAL PROVISIONS

The Contract

The Contract,  copies of any applications,  amendments,  riders, or endorsements
attached to the  Contract,  the Contract  current  data page,  and copies of any
supplemental applications,  amendments,  endorsements, or revised Contract pages
or Contract  data pages  which are mailed to the Owner are the entire  Contract.
Only the  Company's  corporate  officers  can  agree  to  change  or  waive  any
provisions of a Contract.  Any change or waiver must be in writing and signed by
one of these representatives of the Company.

Postponement of Payments

Any partial  surrender  to be made from the  Contract  will be made within seven
days after  acceptable  Notice for such payment is received by the  Company,  or
such earlier date as required by law.  However,  such  surrender may be deferred
during any period when the right to redeem  Mutual Fund shares is  suspended  as
permitted  under  provisions of the Investment  Company Act of 1940, as amended.
The right to redeem  shares may be suspended  during any period when (a) trading
on the New York Stock Exchange is restricted as determined by the Securities and
Exchange  Commission  or such  Exchange  is closed for other than  weekends  and
holidays;  (b) an emergency exists, as determined by the Securities and Exchange
Commission,  as a result of which (i) disposal by the Mutual Fund of  securities
owned  by it is  not  reasonably  practicable  or  (ii)  it  is  not  reasonably
practicable for the Mutual Fund to fairly determine the value of its net assets;
or (c) the  Commission  by order  so  permits  for the  protection  of  security
holders. If any deferment of a surrender is in effect and has not been cancelled
by written  notification  to the  Company  within the period of  deferment,  the
amount  to be  withdrawn  shall be  determined  as of the first  Valuation  Date
following expiration of the permitted deferment,  and the surrender will be made
within seven days thereafter.

The  Company  may  also  defer  for up to 15  days  the  payment  of any  amount
attributable to a Purchase  Payment made by check to allow the check  reasonable
time to clear. The Company may also defer payment of surrender  proceeds payable
out of the Fixed Account for a period of up to 6 months.

Misstatement of Age or Sex and Other Errors

If the age or , where  applicable,  gender of the Annuitant has been  misstated,
any amount  payable will be that which would have been  purchased at the correct
age and gender.  If the Company has made any  overpayments  because of incorrect
information about age or gender, or any error or miscalculation,  it will deduct
the overpayment from the next payment or payments due.  Underpayments  are added
to the next payment.

Assignment

Ownership of a  non-qualified  contract may be assigned.  The Company assumes no
responsibility for the validity of any assignment.  An assignment or pledge of a
Contract may have adverse tax consequences. See "Federal Tax Matters."

An  assignment  must be made in writing  and filed with the  Company at its home
office. Owner, Annuitant and Beneficiary rights are subject to any assignment of
record at the  Company's  home  office.  Any amount paid to an assignee  will be
treated as a partial surrender and will be paid in a single sum.

Change of Owner

The Owner may change  ownership of the Contract at any time. A request to change
ownership  must be in writing  and must be approved  by the  Company.  After the
Company  approves  of the  change,  the change is  effective  as of the date the
written  request  for the  change  was  signed by the  Owner.  The waiver of the
Contingent  Deferred Sales Charge for withdrawals made due to a Critical Need of
the Owner, is not available if Ownership is changed. See "Surrender Charge."

Beneficiary

Before the Retirement Date and while the Annuitant is living, the Owner may name
or change the Owner's or Annuitant's  Beneficiary or a successor  Beneficiary by
sending a written request of the change to the Company. Under certain retirement
programs,  however,  spousal  consent  may be  required  to  name  or  change  a
Beneficiary,  and the right to name a  Beneficiary  other than the spouse may be
subject to applicable tax laws and  regulations.  The Company is not responsible
for the  validity of any change.  A change will take effect as of the date it is
signed but will not affect any payments  made or action taken before the Company
receives and approves the written request. The Company also needs the consent of
any irrevocably named person before making a requested change.

If no  Beneficiary  designated as the  Annuitant's  Beneficiary is living at the
time of the Annuitant's death, any benefits otherwise payable under the Contract
to the  Beneficiary  will be paid to the  Owner,  if  living,  otherwise  to the
Annuitant's  estate.  If a Beneficiary  dies while receiving  payments under the
Contract,  and if no other  Beneficiary is then living,  any remaining  benefits
owed under the Contract will be paid to such Beneficiary's estate.

Reports

We will mail to the Owner at the last known address of record a statement of the
Owner's  current  Accumulated  Value  at  least  once  each  year  prior  to the
Retirement  Date and any reports  required by any  applicable law or regulation.
After the Retirement  Date,  any reports will be mailed to the person  receiving
Benefit Option payments, rather than to the Owner.

RIGHTS RESERVED BY THE COMPANY

The Company  reserves  the right to make certain  changes if, in its  judgement,
they  would  best  serve the  interests  of Owners  and  Annuitants  or would be
appropriate  in carrying  out the purpose of the  Contract.  Any changes will be
made only to the extent and in the manner  permitted by applicable  laws.  Also,
when  required  by law,  the Company  will  obtain the  Owner's  approval of the
changes and approval from any appropriate  regulatory  authority.  Such approval
may not be required in all cases,  however.  Examples of the changes the Company
may make include:

             o    To transfer any assets in any Division to another Division, or
                  to  the  Fixed  Account;  or  to  add,  combine  or  eliminate
                  Divisions in the Separate Account.

             o    To  substitute,  for  the  Mutual  Fund  shares  held  in  any
                  Division,  the shares of another  Mutual Fund,  if shares of a
                  Mutual Fund are no longer  available  for  investment or if in
                  the Company's  judgement,  investment in a Mutual Fund becomes
                  inappropriate   considering   the  purposes  of  the  Separate
                  Account.

DISTRIBUTION OF THE CONTRACT

The Contract,  which is continuously  offered, will be sold primarily by persons
who are insurance agents of or brokers for the Company  authorized by applicable
law to sell life and other forms of personal  insurance and variable  annuities.
In addition, these persons will usually be registered representatives of Princor
Financial Services Corporation, The Principal Financial Group, Des Moines, Iowa,
a  broker-dealer  registered  under the  Securities  Exchange  Act of 1934 and a
member of the National Association of Securities Dealers, Inc. Princor Financial
Services  Corporation,  the  principal  underwriter,  is paid  6.5% of  Purchase
Payments by Principal Mutual Life Insurance  Company for the distribution of the
Contract.  The Contract may also be sold through other  selected  broker-dealers
registered  under the  Securities  Exchange Act of 1934 or firms that are exempt
from such  registration.  Princor  Financial  Services  Corporation  is also the
principal  underwriter for various registered  investment companies organized by
the Company. Princor Financial Services Corporation is a wholly-owned subsidiary
of Principal Holding Company. Principal Holding Company is a holding company and
a wholly-owned subsidiary of the Company.

PERFORMANCE CALCULATION

The  Separate  Account  may  publish   advertisements   containing   information
(including graphs,  charts, tables and examples) about the performance of one or
more of its  Divisions.  The  Contract  was not offered  prior to June 16, 1994.
However,  shares of Principal  Mutual  Funds in which  Divisions of the Separate
Account invest,  were offered prior to that date. Thus, the Separate Account may
publish advertisements containing information about the hypothetical performance
of one or more of its  Divisions  for this Contract had the Contract been issued
on or after the date the Mutual  Fund in which such  Division  invests was first
offered.  The yield and total return figures described below will vary depending
upon  market  conditions,  the  composition  of  the  underlying  Mutual  Funds'
portfolios and operating expenses. These factors and possible differences in the
methods used in  calculating  yield and total return should be  considered  when
comparing  the  Separate  Account  performance  figures to  performance  figures
published for other  investment  vehicles.  The Separate  Account may also quote
rankings,  yields or returns as published by independent statistical services or
publishers and information  regarding performance of certain market indices. Any
performance  data quoted for the Separate  Account  represents  only  historical
performance  and is not  intended to indicate  future  performance.  For further
information  on how the  Separate  Account  calculates  yield and  total  return
figures, see the Statement of Additional Information.

From time to time the Separate  Account  advertises its Money Market  Division's
"yield" and "effective yield" for these Contracts.  Both yield figures are based
on historical earnings and are not intended to indicate future performance.  The
"yield" of the Division  refers to the income  generated by an investment in the
Division  over  a  seven-day   period  (which  period  will  be  stated  in  the
advertisement).  This income is then "annualized." That is, the amount of income
generated by the  investment  during that week is assumed to be  generated  each
week over a 52-week period and is shown as a percentage of the  investment.  The
"effective  yield" is  calculated  similarly  but, when  annualized,  the income
earned by an  investment  in the  Division  is  assumed  to be  reinvested.  The
"effective  yield"  will be  slightly  higher  than the  "yield"  because of the
compounding  effect  of  this  assumed  reinvestment.  Neither  yield  quotation
reflects a sales load deducted from Purchase Payments which, if included,  would
reduce the "yield" and "effective yield."

In addition,  from time to time, the Separate Account will advertise the "yield"
for  certain  other  Divisions  for the  Contract.  The "yield" of a Division is
determined by  annualizing  the net  investment  income per unit for a specific,
historical  30-day period and dividing the result by the ending maximum offering
price of the unit for the same period.  This yield  quotation does not reflect a
contingent deferred sales charge which, if included, would reduce the "yield."

 Also, from time to time, the Separate Account will advertise the average annual
total return of its various  Divisions.  The average annual total return for any
of the Divisions is computed by calculating  the average annual  compounded rate
of return over the stated period that would equate an initial $1,000  investment
to the ending redeemable Contract value. In this calculation the ending value is
reduced by a Surrender  Charge that  decreases  from 6% to 0% over a period of 7
years.  The Separate  Account may also  advertise  total  return  figures of its
Divisions  for a specified  period that do not take into  account the  Surrender
Charge in order to illustrate the change in the Division's unit value over time.
See "Charges and Deductions" and "Surrender Charge."

VOTING RIGHTS

The Company shall vote Mutual Fund shares held in Separate  Account B at regular
and special meetings of shareholders of each Mutual Fund, but will follow voting
instructions  received  from  Owners of the  Contract  whose  Accumulated  Value
includes amounts invested in the corresponding Division of the Separate Account.

The number of Mutual  Fund  shares as to which an Owner has the voting  interest
will be  determined  by the  Company  as of a date  which  will not be more than
ninety days prior to the  meeting of the Mutual  Fund,  and voting  instructions
will be  solicited  by  written  communication  at least  ten days  prior to the
meeting.  The number of Mutual Fund shares held in Separate  Account B which are
attributable to the Owner's  interest in each Division is determined by dividing
the value of the Owner's interest in that Division by the net asset value of one
share of the  underlying  Mutual  Fund.  Mutual Fund shares for which Owners are
entitled  to give  voting  instructions,  but for which none are  received,  and
shares of the Fund owned by the Company will be voted in the same  proportion as
the aggregate shares for which voting instructions have been received.

Proxy material will be provided to each Owner together with an appropriate  form
which may used to give voting instructions to the Company.

If the Company  determines  pursuant to  applicable  law that Mutual Fund shares
held in Separate  Account B need not be voted pursuant to instructions  received
from  Owners,  then the  Company  may vote  Mutual  Fund shares held in Separate
Account B in its own right.

FEDERAL TAX MATTERS

The  following  description  is a general  summary of the tax  rules,  primarily
related  to federal  income  taxes,  which in the  opinion  of the  Company  are
currently  in  effect.   These  rules  are  based  on  laws,   regulations   and
interpretations  which are  subject to change at any time.  This  summary is not
comprehensive  and is not  intended as tax advice.  Federal  estate and gift tax
considerations,  as well as state and local taxes, may also be material.  Owners
should  consult a  qualified  tax adviser as to the tax  implications  of taking
action under a Contract or related retirement plan.

Non-Qualified Contracts

Section 72 of the  Internal  Revenue  Code  ("Code")  governs  the  taxation  of
annuities in general.  Purchase Payments made under non-qualified  contracts are
not  excludible  or  deductible  from the gross income of the Owner or any other
person.  However,  any  increase  in the  Accumulated  Value of a  non-qualified
contract  resulting from the investment  performance of the Separate  Account or
interest  credit to the Fixed  Account is generally  not taxable to the Owner or
other payee until received by him or her, as surrender  proceeds,  death benefit
proceeds, or otherwise.  The exception to this rule is that,  generally,  Owners
who are not  natural  persons  are  immediately  taxed  on any  increase  in the
Accumulated Value. However, this exception does not apply in all cases.

The  following  discussion  applies  generally  to  Contracts  owned by  natural
persons.

In  general,  surrenders  or partial  surrenders  under  Contracts  are taxed as
ordinary  income to the  extent  of the  accumulated  income  or gain  under the
Contract.  If an Owner  assigns or pledges  any part of the value of a Contract,
the value so pledged or assigned is taxed to the Owner as ordinary income to the
same extent as a partial withdrawal.

With respect to Benefit Options payments, although the tax consequences may vary
depending on the option elected under the Contract,  until the investment in the
Contract is recovered, generally only the portion of the payment that represents
the  amount  by which the  Accumulated  Value  exceeds  the  "investment  in the
contract" will be taxed. In general, an Annuitant's or other payee's "investment
in the  contract" is the  aggregate  amount of Purchase  Payments made by him or
her. After the "investment in the contract" is recovered, the full amount of any
additional  Benefit  Option  payments  is  taxable.  Prior  to  recovery  of the
"investment  in the  contract,"  there is no tax on the  amount of each  payment
which bears the same ratio to such payment that the "investment in the contract"
bears to the total  expected  return under the  Contract.  The remainder of each
Benefit Option  payment is taxable.  The taxable  portion of a  distribution  is
taxed as ordinary income.

For  purposes  of  determining  the  amount of  taxable  income  resulting  from
distributions,  all Contracts and other annuity  contracts issued by the Company
or its  affiliates  to the same  Owner  within  the same  calendar  year will be
treated as if they were a single contract.

There is a 10%  penalty  under the Code on the taxable  portion of a  "premature
distribution."  Generally,  an amount is a "premature  distribution"  unless the
distribution is (1) made on or after the Owner reaches age 59 1/2, (2) made to a
Beneficiary on or after death of the Owner,  (3) made upon the disability of the
Owner, or (4) part of a series of substantially  equal periodic payments for the
life or life  expectancy  of the Owner or the Owner and  Beneficiary.  Premature
distributions may result, for example,  from an early Retirement Date, any early
surrender,  partial  surrender  or  assignment  of a Contract or the death of an
Annuitant who is not the Owner prior to the Owner attaining age 59 1/2.

A transfer of ownership of a Contract,  or  designation of an Annuitant or other
payee who is not also the  Owner,  may  result  in a certain  income or gift tax
consequences to the Owner that are beyond the scope of this discussion. An Owner
contemplating  any  transfer  or  assignment  of a  Contract  should  contact  a
competent  tax  advisor  with  respect  to the  potential  tax  effects  of such
transactions.

Required Distributions for Non-Qualified Contracts

In order for a non-qualified  contract to be treated as an annuity  contract for
federal  income tax  purposes,  Section  72(s) of the Code  requires  (a) if the
person receiving  payments dies on or after the Retirement Date but prior to the
time the entire  interest in the Contract has been  distributed,  the  remaining
portion of such  interest will be  distributed  at least as rapidly as under the
method of distribution being used as of the date of that person's death; and (b)
if any Owner dies prior to the  Retirement  Date,  the  entire  interest  in the
Contract  will be  distributed  (1)  within  five  years  after the date of that
Owner's  death or (2) as annuity  payments  which will begin  within one year of
that  Owner's  death  and  which  will  be made  over  the  life of the  Owner's
designated Beneficiary or over a period not extending beyond the life expectancy
of that  Beneficiary.  However,  if the Owner's  designated  Beneficiary  is the
surviving  spouse of the Owner, the Contract may be continued with the surviving
spouse deemed to be the new Owner for purposes of Section 72(s). Where the Owner
or other  person  receiving  payments  is not a  natural  person,  the  required
distributions  provided for in Section 72(s) apply upon the death of the primary
Annuitant.

Generally,  unless the Beneficiary elects otherwise, the above requirements will
be  satisfied  prior to the  Retirement  Date by paying  the death  benefit in a
single sum, subject to proof of the Owner's death. The Beneficiary, however, may
elect by  written  request  to  receive a Benefit  Option  instead of a lump sum
payment.  However,  if the  election  is not made within 60 days of the date the
single sum death benefit  otherwise  becomes payable,  the IRS may disregard the
election for tax purposes and tax the Beneficiary as if a single sum payment had
been made.

IRA, SEP and SAR/SEP

The  Contract  may be  used to fund  IRAs,  SEPs  and  SAR/SEPs.  The tax  rules
applicable to Owners,  Annuitants and other payees vary according to the type of
plan and the terms and  conditions  of the plan  itself.  In  general,  Purchase
Payments  made under a  retirement  program  recognized  under the Code by or on
behalf of an individual are excludible  from the  individual's  gross income for
tax purposes prior to the Retirement Date. The portion,  if any, of any Purchase
Payment  made by or on  behalf of an  individual  under a  Contract  that is not
excluded from the  individuals'  gross income for tax purposes  constitutes  the
individual's  "investment in the contract."  Aggregate deferrals under all plans
at the employee's option may be subject to limitations.  The tax implications of
these plans are further  discussed in the  Statement of  Additional  Information
under the heading "Taxation Under Certain Retirement Plans."

Withholding

Benefit  Option  payments  and other  amounts  received  under the  Contract are
subject to income tax withholding  unless the recipient elects not to have taxes
withheld.  The amounts withheld will vary among recipients  depending on the tax
status of the individual and the type of payments from which taxes are withheld.

Notwithstanding  the  recipient's  election,  withholding  may be required  with
respect to certain payments to be delivered outside the United States. Moreover,
special  "backup  withholding"  rules may require the Company to  disregard  the
recipient's  election if the recipient  fails to supply the Company with a "TIN"
or taxpayer  identification number (social security number for individuals),  or
if the Internal  Revenue  Service  notifies the Company that the TIN provided by
the recipient is incorrect.

Mutual Fund Diversification

The United States  Treasury  Department  has adopted  regulations  under Section
817(h)  of the Code  which  establishes  standards  of  diversification  for the
investment underlying the Contracts. Under this Code Section, Separate Account B
investments  must be  adequately  diversified  in order for the  increase in the
value of non-qualified  contracts to receive tax-deferred treatment. In order to
be adequately diversified, the portfolio of each underlying Mutual Fund must, as
of the end of each calendar quarter or within 30 days  thereafter,  have no more
than  55%  of its  assets  invested  in  any  one  investment,  70%  in any  two
investments,  80% in any  three  investments  and 90% in any  four  investments.
Failure of a Fund to meet the  diversification  requirements could result in tax
liability to non-qualified contractholders.

The  investment  opportunities  of the Funds  could  conceivably  be  limited by
adhering  to the above  diversification  requirements.  This  would  affect  all
Owners,  including those Owners of contracts for whom  diversification  is not a
requirement for tax-deferred treatment.

STATE REGULATION

The  Company  is subject  to the laws of the State of Iowa  governing  insurance
companies and to regulation by the Insurance Department of the State of Iowa. An
annual  statement  in a  prescribed  form  must be filed by March 1 in each year
covering the  operations of the Company for the preceding year and its financial
condition  on  December  31st of such year.  Its books and assets are subject to
review or examination by the  Commissioner  of Insurance of the State of Iowa or
his  representatives  at all times,  and a full examination of its operations is
conducted  periodically by the National Association of Insurance  Commissioners.
Iowa law and regulations also prescribe permissible  investments,  but this does
not involve supervision of the investment management or policy of the Company.

In addition,  the Company is subject to the insurance  laws and  regulations  of
other states and  jurisdictions  in which it is licensed to operate.  Generally,
the insurance  departments of these states and  jurisdictions  apply the laws of
the state of domicile in determining the field of permissible investments.

LEGAL OPINIONS

Legal matters  applicable to the issue and sale of the Contracts,  including the
right of the Company to issue  Contracts  under Iowa  Insurance  Law,  have been
passed upon by Gregg R. Narber, Senior Vice President and General Counsel.

LEGAL PROCEEDINGS

There are no legal proceedings pending to which Separate Account B is a party or
which would materially affect Separate Account B.

REGISTRATION STATEMENT

This Prospectus omits some information  contained in the Statement of Additional
Information  (or  Part  B of  the  Registration  Statement)  and  Part  C of the
Registration  Statement  which the  Company  has filed with the  Securities  and
Exchange  Commission.   The  Statement  of  Additional   Information  is  hereby
incorporated  by  reference  into this  Prospectus.  A copy of the  Statement of
Additional  Information can be obtained upon request, free of charge, by writing
or telephoning Princor Financial Services Corporation.  You may obtain a copy of
Part C of the  Registration  Statement  filed with the  Securities  and Exchange
Commission,  Washington, D.C. from the Commission upon payment of the prescribed
fees.

OTHER VARIABLE ANNUITY CONTRACTS

The Company  currently offers other Variable Annuity  Contracts that participate
in Separate Account B. In the future,  additional  group or individual  variable
annuity  contracts may be designated by the Company as participating in Separate
Account B.

EXPERTS

The financial  statements of Principal  Mutual Life Insurance  Company  Separate
Account B and Principal Mutual Life Insurance  Company which are included in the
Statement  of  Additional  Information  have been  audited by Ernst & Young LLP,
independent  auditors,  for the periods indicated in their reports thereon which
appear in the Statement of Additional Information.

FINANCIAL STATEMENTS

The financial  statements  of the Company which are included in this  Prospectus
should be  considered  only as bearing on the ability of the Company to meet its
obligations under the Contract.  They should not be considered as bearing on the
investment performance of the assets held in the Separate Account.

CONTRACTHOLDERS' INQUIRIES

Contractholders'  inquiries  should be  directed to Princor  Financial  Services
Corporation,  The Principal Financial Group, Des Moines, Iowa 50392-0200,  (515)
247-5711.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

     The table of  contents  for the  Statement  of  Additional  Information  is
provided below.

                               TABLE OF CONTENTS
                                                                            Page

Independent Auditors   .....................................................   3

Calculation of Yield and Total Return   ....................................   3

Taxation Under Certain Retirement Plans.....................................   4

Financial Statements:

     Principal Mutual Life Insurance Company Separate Account B   ..........   6

         Report of Independent Auditors.....................................  22

     Principal Mutual Life Insurance Company................................  23

         Report of Independent Auditors.....................................  42



To obtain a copy of the  Statement of  Additional  Information,  free of charge,
write or telephone:

                     Princor Financial Services Corporation
                                  a Member of
                         The Principal Financial Group
                          Des Moines, Iowa 50392-0200
                           Telephone: 1-800-247-4123

                                   APPENDIX A

The Company hereby offers to exchange the Contract  described in this Prospectus
("PVA Contract") for certain  outstanding  Pension Builder Plus Variable Annuity
Contracts   ("Pension  Builder  Plus  Contracts")   issued  in  connection  with
Individual  Retirement  Annuity  ("IRA") plans or programs,  including  SEPs and
SAR-SEPs (but excluding employer-sponsored IRAs) adopted pursuant to Section 408
of the  Internal  Revenue Code or for such Pension  Builder Plus  Contracts  the
withdrawals  from which may be  transferred  to the  Contract  described in this
prospectus to fund an IRA.  This exchange  offer will expire at 3:00 p.m. CST on
August 31, 1995,  unless  extended by the  Company.  In  considering  whether to
accept the exchange offer you should  consult the Pension  Builder Plus Contract
Prospectus since the provisions and charges of the Pension Builder Plus Contract
differ from those of the PVA Contract.

The Pension  Builder  Plus  Contract may be exchanged at net asset value for the
PVA  Contract.  To effect an  exchange,  the Company must receive from you (1) a
completed  application  for the PVA Contract,  (2) a written request and release
for the exchange, and (3) the Pension Builder Plus Contract to be exchanged. The
exchange will become  effective as of the close of the Valuation Period in which
all of these three  items are  received  by the  Company at its home  office.  A
Participant's Investment Account Value of the Pension Builder Plus Contract will
be  determined  as of the  time  the  exchange  becomes  effective  and  will be
transferred to the PVA Contract. No surrender charge otherwise applicable to the
Pension  Builder  Plus  Contract  will  apply  to the  surrender  affecting  the
exchange.  The PVA Contract's  contingent deferred sales charge will be computed
as if prior  Purchase  Payments for the Pension  Builder Plus Contract have been
made for the PVA  Contract  on the date of issue  of the  Pension  Builder  Plus
Contract.  The contingent deferred sales charge for additional Purchase Payments
made under the PVA Contract after the transfer of the Accumulated Value from the
Pension Builder Plus Contract will be computed based on the number of years that
the additional  Purchase Payments to which the withdrawal is attributed has been
credited under the PVA Contract, as provided in this Prospectus.

Summary of Differences between Contracts

The Pension Builder Plus Contract and the PVA Contract differ substantially,  as
summarized below. There may be additional  differences  important to you and the
prospectuses of both contracts  should be reviewed  carefully  before making the
exchange.

Contingent Deferred Sales Charge. The contingent deferred sales charge under the
PVA Contract applies to all Purchase Payments received during any Contract Year.
The contingent  deferred  sales charge for the Pension  Builder Plus Contract is
based upon the number of Contribution Years a Participant has been covered under
the Contract (rather than on the year in which the Contribution was made). Thus,
for certain  Participants of the Pension  Builder Plus  Contracts,  new Purchase
Payments  made  after  accepting  the  exchange  offer  would be  subject to the
contingent  deferred  sales  charge  under the PVA  Contract,  but new  Purchase
Payments  made  under the  Pension  Builder  Plus  Contract  would not have been
subject to such a charge,  or would have been subject to a lesser charge had the
offer been rejected.

The  contingent  deferred  sales charge of the PVA Contract will be waived under
all of the circumstances under which the contingent deferred sales charge to the
Pension  Builder  Plus  Contract  would  be  waived  and,  in  addition  the PVA
Contract's charge does not apply to:

    1.   any amount distributed to satisfy the minimum distribution requirements
         of Section 401(a)9 of the Internal Revenue Code;

    2.   where  permitted  by state law, to a withdrawal  made after the first
         Anniversary  as a result of the Owner's or  Annuitant's Critical Need, 
         as described in this Prospectus; and

    3.   to the Free Surrender Privilege as defined in this Prospectus.

Annual Fee  versus  Administration  Charge.  The PVA  Contract  is subject to an
Annual Fee equal to the lesser of $30 or 2% of the  Owner's  Accumulated  Value.
The Annual Fee currently  does not apply to Contracts  that have an  Accumulated
Value of at least  $30,000.  In addition,  the Company has reserved the right to
assess each Division of the Separate Account with a daily administrative expense
charge  at an  annual  rate of .15%  of the  average  daily  net  assets  of the
Division.  This  charge is not  currently  imposed.  The  Pension  Builder  Plus
Contract is subject to annual  Administration Charge equal to $25 plus an amount
equal to .5% of the first $50,000 of the value of all Investment Accounts of the
Participant under the Contract.  Thus, the maximum annual  Administration Charge
under the Pension Builder Plus Variable Annuity Contract is $275.

Mortality  and Expense  Risks  Charge.  The annual  mortality  and expense risks
charge of the PVA Contract is equal to 1.25% of the average  daily net assets of
the Separate Account.  The mortality and expense risks charges applicable to the
Pension  Builder Plus  Contract are 1.4965%  (1.0001% for  Roll-over  Individual
Retirement Annuities) of the average daily net assets.

Death Benefit. The benefit payable on death of the annuitant or owner of the PVA
Contract is the greater of :

    1.   the Accumulated Value on the date the Company receives Notice of death;
         or

    2.   Total Purchase Payments less any partial  surrenders and Surrender 
         Charges as of the date the Company receives Notice of death; or

    3.   the death benefit that was in effect on any prior  anniversary  that is
         divisible equally by 7, plus any Purchase Payments and less any partial
         surrenders made after that Anniversary.

The death benefit  payable  under the Pension  Builder Plus Contract is equal to
the market value of a Participant's Investment Account Values as of the date the
Company  receives proof of death.  The PVA Contract's death benefit thus will be
at least equal to, and perhaps  greater than,  that of the Pension  Builder Plus
Contract.

Right to Examine after Exchange

Persons who,  under the terms of this  exchange  offer,  exchange  their Pension
Builder  Plus  Contract for the PVA  Contract  and  subsequently  revoke the PVA
Contract  within  the  time  permitted,  as  described  in the  section  of this
Prospectus  captioned  "Right to Examine the Contract,"  will have their Pension
Builder Plus Contract automatically reinstated as of the date of revocation. The
refunded amount will be applied as the new current  Accumulated  Value under the
reinstated  Contract,  which may be more or less than it would  have been had no
exchange  and  reinstatement  occurred.  The  refunded  amount will be allocated
initially among the Divisions of the reinstated Pension Builder Plus Contract in
the same  proportion  that the value in each  Division  bore to the  transferred
Accumulated Value on the date of the exchange of the PVA Contract.  For purposes
of calculating any contingent deferred sales charge under the reinstated Pension
Builder  Plus  Contract,  the  reinstated  Contract  will be deemed to have been
issued  and to have  received  past  Purchase  Payments  as if there had been no
exchange.


                                   APPENDIX B

                              "Free Look" Periods

                 States in Which Purchase Payments are Returned

                                                         Free Look Period
                 State                                    Number of Days

   Connecticut*, Georgia,                                     10 days
   Hawaii, Indiana,
   Kentucky, Louisiana,
   Maryland, Michigan,
   Missouri, Nebraska,
   North Carolina, Oklahoma,
   Rhode Island, South Carolina,
   Utah, Washington

   Idaho                                                      20 days

  * Purchase  Payments are  refunded if the  Contract is cancelled  prior to its
delivery, otherwise the account value is refunded.



                   States in Which Account Value is Returned

                                                        Free Look Period
                 State                                   Number of Days

   Alabama, Alaska,                                           10 days
   Arizona, Arkansas,
   Delaware,  District of Columbia,  Florida,  Illinois,  Iowa,  Kansas,  Maine,
   Massachusetts,  Minnesota,  Mississippi,  Montana, Nevada, New Hampshire, New
   Jersey,  New Mexico,  New York,  Ohio,  Oregon,  Pennsylvania,  South Dakota,
   Tennessee, Texas, Vermont, Virginia, West Virginia, Wisconsin, Wyoming

   California                               Owner's age 60 + 230 days
                                            Owners less than 60 = 10 days

   Colorado                                 15 days

   North Dakota                             20 days





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