PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
497J, 1996-04-30
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                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT C

               PENSION BUILDER -- GROUP VARIABLE ANNUITY CONTRACTS

                      FOR QUALIFIED PLANS FOR SELF-EMPLOYED

                         INDIVIDUALS AND THEIR EMPLOYEES

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


                          Prospectus dated May 1, 1996



     This Prospectus  concisely sets forth  information  about Principal  Mutual
Life  Insurance  Company  Separate  Account C, Pension  Builder - Group Variable
Annuity  Contracts (the "Contract" or the "Contracts") that an investor ought to
know before investing. It should be read and retained for future reference.

     Additional  information  about  the  Contract,  including  a  Statement  of
Additional  Information,  dated May 1, 1996,  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 20 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 Capital Accumulation Fund, Inc.,  Principal Government  Securities
Fund, Inc. and Principal Money Market Fund,  Inc. These  prospectuses  should be
kept for future reference.

                                TABLE OF CONTENTS


                                                                           Page
  Glossary of Special Terms .............................................    3
  Expense Table..........................................................    4
  Example  ..............................................................    5
  Condensed Financial Information .......................................    6
  Summary  ..............................................................    6
  Introduction ..........................................................    7
  Description of Principal Mutual Life Insurance Company ................    8
  Principal Mutual Life Insurance Company Separate Account C ............    8
  Deductions Under the Contracts ........................................    8
      Contingent Deferred Sales Charge  .................................    9
      Administration Charge .............................................    9
      Separate Payment of Administration Charge .........................   10
      Mortality and Expense Risks Charge ................................   10
      Premium Taxes .....................................................   10
  Surplus Distribution at Sole Discretion of the Company ................   10
  The Contract...........................................................   10
      Contract Values and Accounting Before Annuity Commencement Date ...   11
           Participant's Investment Accounts ............................   11
           Unit Value ...................................................   11
           Net Investment Factor ........................................   11
           Hypothetical Example of Calculation of Unit Value for the
             Common Stock Division and Government Securities Division ...   11
           Hypothetical Example of Calculation of Unit Value for
             the Money Market Division ..................................   12
      Annuity Benefits ..................................................   12
           Selecting a Variable Annuity .................................   12
           Forms of Variable Annuities ..................................   12
           Basis of Annuity Conversion Rates ............................   13
           Determining the Amount of the First Monthly Annuity Payment ..   14
           Determining the Amount of the Second and Subsequent
            Monthly Annuity Payments ....................................   14
           Hypothetical Example of Calculation of Annuity Payments ......   14
      Payment on Death of Participant ...................................   14
           Prior to Annuity Commencement Date ...........................   14
           Subsequent to Annuity Commencement Date ......................   15
      Withdrawals and Transfers .........................................   15
           Cash Withdrawals .............................................   15
           Transfers to the Contract ....................................   15
           Transfers Between Divisions ..................................   15
           Transfers to the Associated Fixed Contract ...................   16
           Special Situation Involving Alternate Funding Agents .........   16
           Postponement of Cash Withdrawal or Transfer ..................   16
      Other Contractual Provisions ......................................   16
           Contribution Limits ..........................................   16
           Assignment ...................................................   16
           Cessation of Contributions ...................................   16
           Limitation as to Participants ................................   17
           Substitution of Securities ...................................   17
           Changes in a Contract ........................................   17
           Statement of Values ..........................................   17
           Voting Rights ................................................   17
      Distribution of these Contracts ...................................   17
      Federal Tax Status ................................................   18
      State Regulation ..................................................   18
      Legal Opinions ....................................................   18
      Legal Proceedings .................................................   18
      Registration Statement ............................................   19
      Other Variable Annuity Contracts ..................................   19
      Independent Auditors  .............................................   19
      Financial Statements...............................................   19
      Appendix 1 ........................................................   19
      Appendix 2 ........................................................   19
      Contractholders' Inquiries ........................................   19
      Table of Contents of the Statement of Additional Information ......   20

     This  Prospectus  does not constitute an offer of, or  solicitation  of any
offer  to  acquire,  any  interest  or  participation  in the  Contracts  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 Contracts other than those contained in this Prospectus.

GLOSSARY OF SPECIAL TERMS

     Administration  Charge -- A charge  deducted  once each  Contribution  Year
prior to the  Annuity  Commencement  Date from the  Investment  Accounts of each
Participant,  either  on the last day of the  Contribution  Year or the date the
Investment Accounts are applied or paid in full (a total redemption).

     Annuity  Change  Factor -- The factor used to determine the change in value
of a Variable Annuity in the course of payment.

     Annuity  Commencement  Date -- The first day of any month on which  Annuity
Payments to a Participant begin, as provided by the Retirement Plan.

     Annuity Payments -- Periodic payments made to a Participant pursuant to the
annuity certificate issued to the Participant at the commencement of benefits.

     Annuity  Reserve  Account -- The reserve  held for  Variable  Annuities  in
course of payment in a Division of Separate Account C for these Contracts.

     Associated Fixed Contract -- A fixed-dollar  annuity contract issued by the
Company for use in connection with HR-10 retirement plans.

     Commuted  Value -- The  dollar  value,  as of a given  date,  of  remaining
Annuity  Payments.  It is  determined  by the Company  using the  interest  rate
assumed in  determining  the initial  amount of monthly  income and  assuming no
variation in the amount of monthly payments after the date of determination.

     Contingent  Deferred Sales Charge -- The charge  deducted from certain cash
withdrawals  from  a  Participant's   Investment  Accounts  before  the  Annuity
Commencement Date.

     Contract -- Contract  issued by the Company with the following form number:
GP A 5923.

     Contractholder  -- The entity to which the Contract  will be issued,  which
will normally be an Employer,  an  association,  or a trust  established for the
benefit of Participants and their beneficiaries.

     Contribution -- Amounts  contributed under the Contracts by or on behalf of
Participants which are permitted or required by the Retirement Plan.

     Contribution Year -- The twelve-month  period which coincides with the Plan
Year. The first Contribution Year of a Participant will commence on the date the
Company  receives an initial  Contribution on behalf of the Participant and will
terminate at the end of the Plan Year in which such Contribution is received.

     Division -- The part of Separate Account C which is invested in shares of a
single Mutual Fund.

     Employer -- The sole  proprietorship  or partnership  which  establishes or
adopts a Retirement Plan.

     HR-10 -- The  Self-Employed  Individuals  Tax  Retirement  Act of 1962,  as
amended.

     Internal Revenue Code -- The Internal Revenue Code of 1954, as amended, and
regulations promulgated thereunder. Reference to the Internal Revenue Code means
such Internal  Revenue Code or the  corresponding  provisions of any  subsequent
revenue code and any regulations thereunder.

     Investment  Account  -- An  account  established  under  a  Contract  for a
Participant with respect to a Division of Separate Account C.

     Investment  Account Value -- The value of an Investment Account on any date
is equal to the  number  of  units  then  credited  to such  Investment  Account
multiplied by the Unit Value for that Division for the Valuation Period in which
such date occurs.

     Mutual Funds -- Principal Capital  Accumulation Fund, Inc., Principal Money
Market Fund, Inc., or Principal  Government  Securities Fund, Inc., or shares of
other registered open-end investment companies substituted therefor.

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

     Normal  Income  Form -- The  form of  annuity  option  provided  for in the
Retirement  Plan if the  Participant has not elected one. If the Retirement Plan
does not so provide,  then the Normal  Income Form is Variable Life Annuity with
Monthly  Payments  Certain  for Ten Years for an  unmarried  Participant  and is
Variable Life Annuity with One-Half Survivorship for a married Participant.

     Participant  -- A natural  person for whom  Contributions  have been or are
being made under the Contract.

     Plan Year -- The accounting year of the Retirement  Plan. If the Retirement
Plan  does  not  have  any  accounting   year,  the  Company  will  establish  a
twelve-month period as the Plan Year.

     Retirement Plan -- A pension or profit-sharing "HR-10" plan which qualifies
under the  Self-Employed  Individuals  Tax  Retirement  Act of 1962, as amended,
under  which all or part of the  benefits  are to be  provided  to  Participants
pursuant to a Contract described herein.

     Separate Account C -- A separate  account  established by the Company under
Iowa law to receive Contributions under the Contracts offered by this Prospectus
and other  contracts  issued by the  Company.  It is divided into a Common Stock
Division (invested in Principal Capital Accumulation Fund, Inc.), a Money Market
Division  (invested  in  Principal  Money  Market  Fund,  Inc.) and a Government
Securities  Division (invested in Principal  Government  Securities Fund, Inc.).
Additional Divisions may be added in the future.

     Total and Permanent  Disability -- The condition of a Participant  when, as
the result of sickness or injury,  the participant is prevented from engaging in
any substantial  gainful activity and is eligible for and receiving a disability
benefit under Title II of the Federal Social Security Act.

     Unit  Value -- A measure  used to  determine  the value of a  Participant's
Investment Accounts.

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

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

     Variable  Annuity -- A series of  periodic  payments,  the amounts of which
will increase or decrease to reflect the investment  experience of a Division of
Separate Account C for the Contract.

     Written  Notification  -- Actual delivery to the Company at its home office
in Des  Moines,  Iowa of an  appropriate  writing  from the  person  or  persons
specified by the Retirement Plan, on a form supplied or approved by the Company.

EXPENSE TABLE

     The following tables depict fees and expenses applicable to a Participant's
account  under  the  Contract.  The  purpose  of  the  table  is to  assist  the
contractowner   in   understanding   the  various  costs  and  expenses  that  a
contractowner  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.  The example below should not be considered a representation
of past or future expenses;  actual expenses may be greater or lesser than those
shown. See "Deductions under the Contracts."

   Contractowner Transaction Expenses
     Sales Load Imposed on
       Purchases (as a percentage
       of purchase payments)                None
     Deferred Sales Load (as a
       percentage of amount
       surrendered)             

                     For Withdrawals Occurring During Year:
      1    2      3     4     5      6     7     8      9   10   Thereafter
      -    -      -     -     -      -     -     -      -   --   ----------
     7%   6.3%  5.6%   4.9%  4.2%  3.5%   2.8%  2.1%  1.4%  .7%      0%

     Surrender Fees                         None
     Exchange Fee                           None

   Annual Contract Fee      $25 plus an amount equal to the following:
- ----------------------
                                              .5% of the First
                 Total Value of All      x    $50,000 of the Participant's
                 Investment Accounts          Investment Accounts
                 of Participant              _______________________________ 
                                              Total Value of all Investment
                                              Accounts Under the
                                              Retirement Plan


   Separate Account Annual Expenses
     (as a percentage of average account value)
     Mortality and Expense Risk Fees         1.4965%

     Account Fees and Expenses               None
     Total Separate Account Annual Expenses  1.4965%

   Annual Expenses of Mutual Funds
     (as a percentage of average net
       assets of the following
       mutual funds)
                        Principal Capital  Principal Government  Principal Money
                        Accumulation Fund    Securities Fund       Market Fund
     Management Fees          .49%                  .50%               .50%
     Other Expenses           .02%                  .05%               .08%
     Total Mutual Fund
       Annual Expenses        .51%                  .55%               .58%

<TABLE>
<CAPTION>

                                  EXAMPLE
                                                     1 Year  3 Years   5 Years   10 Years
  ---------------------------------------------------------  -------   -------   --------
<S>                                     <C>           <C>     <C>        <C>        <C> 
If you surrender your contract at the   Common Stock
end of the applicable time period:      Division      $95     $132       $171       $272

  You would pay the following           Government
  expenses on a $1,000 investment,      Securities
  assuming 5% annual return on          Division      $95     $133       $172       $276
  assets:
                                        Money Market
                                        Division      $96     $134       $174       $279

If you annuitize at the end of the      Common Stock
applicable time period or do not        Division      $23      $72       $123       $263
surrender your contract:

  You would pay the following           Government
  expenses on a $1,000 investment,      Securities
  assuming 5% annual return on          Division      $24      $73       $125       $267
  assets:
                                        Money Market
                                        Division      $24      $74       $126       $270
</TABLE>

CONDENSED FINANCIAL INFORMATION

     Selected  data  for  a  Pension  Builder   accumulation   unit  outstanding
throughout the period ended December 31:

<TABLE>
<CAPTION>
                              Common Stock Division



                               1995  1994    1993   1992    1991    1990   1989    1988   1987   1986
- --------------------------------------------------------------------------------------------------------
<S>                         <C>     <C>    <C>     <C>     <C>     <C>    <C>     <C>    <C>     <C>
Accumulation unit value:
  Beginning of period       $2.624  $2.650 $2.495  $2.313  $1.693  $1.907 $1.665  $1.477 $1.409  $1.231
  End of period              3.409   2.624  2.650   2.495   2.313   1.693  1.907   1.665  1.477   1.409

Number of accumulation         696   3,570  4,812   4,485   3,880   3,429  3,006   2,521  2,188   1,107
  units outstanding at end
  of period (in thousands)

</TABLE>
<TABLE>
<CAPTION>
                                     Government Securities Division (1)


                                     1995    1994    1993   1992     1991    1990   1989    1988   1987
     ----------------------------------------------------------------------------   ----    ----   ----
<S>                                  <C>     <C>    <C>     <C>     <C>     <C>    <C>     <C>    <C>
Accumulation unit value:
     Beginning of period             $1.570  $1.669 $1.539  $1.462  $1.269  $1.176 $1.032  $ .967 $1.000
     End of period                    1.841   1.570  1.669   1.539   1.462   1.269  1.176   1.032   .967

Number of accumulation                  453   1,722  2,501   2,178   1,770   1,398  1,072     507    210
     units outstanding at end
     of period (in thousands)

<FN>
(1)  Commenced operations on April 14, 1987.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                           Money Market Division


                                     1995    1994     1993  1992     1991    1990   1989    1988   1987   1986
     ----------------------------------------------------------------------------   ----    ----   ----   ----
<S>                                  <C>     <C>    <C>     <C>     <C>     <C>    <C>     <C>    <C>     <C>
Accumulation unit value:
     Beginning of period             $1.696  $1.659 $1.640  $1.608  $1.541  $1.448 $1.348  $1.276 $1.217  $1.163
     End of period                    1.764   1.696  1.659   1.640   1.608   1.541  1.448   1.348  1.276   1.217

Number of accumulation                  564   1,452  1,694   2,009   2,479   2,626  2,609   1,274    536     172
     units outstanding at end
     of period (in thousands)
</TABLE>


Financial statements are contained in the Statement of Additional Information.

SUMMARY

How can I invest in a Contract?


     The Pension Builder Group variable annuity contracts (the "Contract" or the
"Contracts")  described in this  Prospectus  are designed for use in  connection
with  pension or  profit-sharing  plans which  qualify  under the  Self-Employed
Individuals Retirement Act of 1962 ("HR-10") as amended. These Contracts,  which
are no longer offered, were sold primarily by insurance agents of or brokers for
Principal Mutual Life Insurance Company. In addition, these persons were usually
registered representatives of Princor Financial Services Corporation, which acts
as distributor for the Contract. See "Distribution of these Contracts."

What is the minimum amount that may be invested?

     There is no required minimum. See "Other Contractual Provisions".

Do I get an initial ten-day free look at a newly purchased Contract?

     Yes. A Participant may terminate initial  participation  under the Contract
without penalty by returning the  certificate  issued when the Contract is first
purchased  to  the  home  office  of the  Company  within  ten  days  after  the
Participant's initial receipt of the certificate. See "Introduction."

How can I withdraw my investment?


     Participant  withdrawals are subject to any Retirement Plan  limitations or
any  reduction  for vesting  provided for in the  Retirement  Plan as to amounts
available,  and  will  be  subject  to any  charges  that  may be  applied.  See
"Withdrawals and Transfers."  However,  note that withdrawals  before age 59 1/2
may involve an income tax penalty. See "Federal Tax Status."

INTRODUCTION

     The  Contracts  described  in  this  Prospectus  are  designed  for  use in
connection  with  pension  or  profit-sharing  plans  which  qualify  under  the
Self-Employed  Individuals Tax Retirement Act of 1962, as amended. The Contracts
provide for the  accumulation of values and the payment of annuity benefits on a
variable  basis.  A certificate  is issued to each  Participant  describing  the
benefits under the Contract.  A Participant may terminate initial  participation
under the Contract without penalty by returning the certificate  issued when the
Contract is first  purchased  to the home office of the Company  within ten days
after the Participant's initial receipt of the certificate.

     All  Contributions  for  Participants  are  allocated to one or more of the
Divisions of Separate Account C. Currently there are three Divisions: the Common
Stock  Division,  the  Money  Market  Division  and  the  Government  Securities
Division.  Additional  Divisions  may be added in the future.  Each  Participant
controls the allocation by filing a Written Notification with the Company.

     The Common  Stock  Division  invests  only in shares of  Principal  Capital
Accumulation  Fund,  Inc., the Money Market  Division  invests only in shares of
Principal Money Market Fund, Inc. and the Government Securities Division invests
only in shares  of  Principal  Government  Securities  Fund,  Inc.  These  three
corporations are diversified, open-end investment management companies typically
known as Mutual Funds.  The  Investment  Manager for the Mutual Funds is Princor
Management Corporation.  Principal Capital Accumulation Fund and Principal Money
Market  Fund  are also  used to fund  variable  life  insurance  contracts.  See
"Eligible  Purchasers  and  Purchase of Shares" in the Funds'  prospectus  for a
discussion of the potential risks associated with "mixed funding."

     The investment  objective of Principal Capital  Accumulation  Fund, Inc. is
long-term  capital  appreciation  and growth of future  investment  income.  The
assets of this Mutual Fund consist  principally of a portfolio of common stocks.
The value of the investments  held by this Mutual Fund  fluctuates  daily and is
subject  to the  risks of  changing  economic  conditions  as well as the  risks
inherent in the ability of this Mutual Fund's  management to anticipate  changes
in  such  investments   necessary  to  meet  changes  in  economic   conditions.
Historically,  the value of a  diversified  portfolio  of common  stocks such as
invested in by Principal  Capital  Accumulation  Fund, Inc. held for an extended
period of time has  tended to rise  during  periods  of  inflation.  There  has,
however,  been no exact  correlation,  and for some  periods  the values of such
common stocks declined while the rate of inflation increased.

     Principal Money Market Fund, Inc. has an investment  objective of obtaining
maximum  current income  available from  short-term  securities  consistent with
preservation  of principal and  maintenance of liquidity by investing all of its
assets in a portfolio of money market  instruments.  This Mutual Fund invests in
United States dollar  denominated  instruments  having a maturity of 397 days or
less  that  the  Manager,  subject  to the  oversight  of the  Fund's  board  of
directors,  determines present minimal credit risks and which at the time of the
acquisition  are "eligible  securities"  as that term is defined in  regulations
issued under the Investment  Company Act of 1940. See the Fund's  prospectus for
details.  The value of the  investments  held by this Mutual Fund may fluctuate,
although the net asset value per share is normally  expected to remain at $1.00.
However, its yield will vary with changes in short-term interest rates. Over the
last  two  decades  there  has been a  general  correlation  between  short-term
interest rates and the cost of living,  but there has been no exact  correlation
and for some  periods  such  rates  have  declined  while the cost of living has
risen.

      Principal Government  Securities Fund, Inc. has an investment objective of
a high level of current  income,  liquidity  and safety of  principal.  The Fund
seeks to achieve this objective  through the purchase of  obligations  issued or
guaranteed  by the United States  Government or its agencies,  with up to 55% of
the  Fund's  assets  invested  in  Government   National  Mortgage   Association
Certificates ("GNMA Certificates").  Fund shares, however, are not guaranteed by
the United States Government.  The value of the Fund's investments fluctuates as
interest  rates change.  The value rises when rates decline and falls when rates
increase.  Expected  prepayments of mortgages included in a GNMA certificate can
offset the market value of the  certificate,  and actual  prepayments can effect
the return ultimately received.

     Additional  information  concerning  these Mutual  Funds,  including  their
investment policies and restrictions,  investment  management fees and operating
expenses is given in the  prospectus  for the Funds. A Prospectus for the Mutual
Funds is attached to and follows this Prospectus. It should be read carefully in
conjunction with this Prospectus before investing.

     Each Division  purchases  shares of the Mutual Funds at net asset value. In
addition, all distributions made by a Mutual Fund with respect to shares held by
Divisions of Separate Account C are reinvested in additional  shares of the same
Mutual  Fund.  Contract  benefits are provided and charges are made in effect by
redeeming  Mutual Fund shares at net asset value.  Values  under the  Contracts,
both before and after the  commencement  of Annuity  Payments,  will increase or
decrease  to  reflect  the  investment  performance  of  the  Mutual  Funds  and
Participants assume the risks of such change in values.

     From  time to  time  the  Separate  Account  advertises  its  Money  Market
Division's  "yield"  and  "effective  yield."  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 sales load deducted from purchase  payments which,  if included,  would
reduce the "yield" and "effective 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 contingent deferred sales charge that decreases
from 7% to 0% over a period of 10 years. The Separate Account may also advertise
total return  figures of its Divisions  for a specified  period that do not take
into  account  the  sales  charge  in  order to  illustrate  the  change  in the
Division's  unit value over time.  See  "Deductions  Under the  Contracts" for a
discussion of contingent deferred sales charges.

     See  the  Statement  of  Additional  Information  for  further  information
regarding the computation of yield, effective yield and total return.

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.

     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 sells life,  disability,  and health insurance,
and annuities written both on an individual and a group basis.

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT C

     Separate  Account  C was  established  on  April  12,  1971  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 C are  credited  to or
charged  against  the assets of Separate  Account C without  regard to the other
income,  gains or losses of the  Company.  In  addition,  all  income,  gains or
losses,  whether or not  realized,  and  expenses  with respect to a Division of
Separate  Account C for these  Contracts shall be credited to or charged against
that  Division  without  regard to income,  gains or losses,  or expenses of any
other Division of Separate Account C.  Furthermore,  the assets of each Division
of Separate  Account C for these  Contracts  shall not be charged by the Company
with any liabilities  arising from any other contracts  issued by the Company or
from any other  Division  of  Separate  Account  C.  These  assets are held with
relation to the Contracts  described in this  Prospectus and such other variable
annuity   contracts  as  may  be  issued  by  the  Company  and   designated  as
participating in the various Divisions of Separate Account C. Also, although the
assets  maintained in Separate  Account C attributable to the Contracts 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
Contracts, including the promise to make Annuity Payments, are general corporate
obligations of the Company.

     Pursuant to  amendments  enacted in 1970 to the  Investment  Company Act of
1940,  Separate  Account C is not an investment  company for purposes of the Act
and hence certain provisions of the Act do not apply to it.


     The Company is taxed as an insurance  company  under the  Internal  Revenue
Code. The operations of Separate  Account C 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 C 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 C are not
taxed.  The Company reserves the right to charge Separate Account C with, and to
create a reserve for, any tax liability which the Company  determines may result
from maintenance of Separate Account C. To the best of the Company's  knowledge,
there is no current prospect of any such liability.

DEDUCTIONS UNDER THE CONTRACTS


     An  Administration  Charge,  a mortality  and expense  risks charge and, in
certain  circumstances,  state  premium  taxes are deducted  under the Contract.
Also,  in certain  circumstances,  a  Contingent  Deferred  Sales  Charge may be
deducted  from  certain  cash  withdrawals   from  a  Participant's   Investment
Account(s)  before  the  Annuity   Commencement  Date.  Total  expenses  of  the
Registrant for the fiscal year ended December 31, 1995 were 1.78% of the average
net assets.

     There  are also  deductions  from and  expenses  paid out of the  assets of
Principal Money Market Fund, Inc., Principal Capital Accumulation Fund, Inc. and
Principal   Government   Securities  Fund,  Inc.  These  are  described  in  the
prospectus.

A.   Contingent Deferred Sales Charge

     There is no initial sales charge.  However,  any cash withdrawal before the
     Annuity  Commencement  Date on behalf of a Participant  may be subject to a
     Contingent  Deferred Sales Charge equal to a percentage of the amount being
     withdrawn.  The  percentage  will be determined  according to the following
     table:

            Number of Contribution
         Years A Participant Has Been             Contingent Deferred
          Covered Under the Contract            Sales Charge Percentage
          --------------------------            -----------------------
                     Less than 1                          7.0%
              1 but less than  2                          6.3
              2 but less than  3                          5.6
              3 but less than  4                          4.9
              4 but less than  5                          4.2
              5 but less than  6                          3.5
              6 but less than  7                          2.8
              7 but less than  8                          2.1
              8 but less than  9                          1.4
              9 but less than 10                          0.7
                      10 or more                          0.0

     The charge will be made by reducing the Investment Account Value from which
     the  withdrawal  is  made by an  amount  equal  to the  charge  (see  "Cash
     Withdrawals").

     The Contingent  Deferred Sales Charge does not apply to withdrawals made as
     a result of the Participant's death or Total and Permanent Disability.  The
     charge  also does not apply to  transfers  between  Investment  Accounts or
     transfers to an Associated  Fixed Contract or to amounts applied to provide
     Variable Annuity payments.  The charge may apply to amounts  transferred to
     an Alternate Funding Agent or Alternate  Funding Vehicle,  except transfers
     to an  Alternate  Funding  Vehicle  that is an annuity  contract  issued by
     Principal Mutual Life Insurance Company.


     The  Contingent  Deferred  Sales  Charge  will be waived by the Company for
     withdrawals  of the entire  value of a  Participant's  Investment  Accounts
     under the Contract.  This waiver will not apply to withdrawals of less than
     the entire value of a Participant's Investment Accounts under the Contract.

     The amount of any Contingent  Deferred Sales Charge will never exceed 9% of
     the  purchase  payments  to which the  charge  relates.  For this  purpose,
     withdrawals will be related to purchase  payments on a first-in,  first-out
     basis and "purchase payments" will include purchase payments made under any
     Associated  Fixed  Contract  from  which  transfers  have  been  made.  See
     "Transfers to the Contract."

     The Contingent Deferred Sales Charge,  when applicable,  will be applied by
     the Company to unamortized  expenses  relating to the sale of the Contracts
     including but not limited to commissions paid to sales personnel, the costs
     of  preparation  of sales  literature and other  promotional  activity.  If
     revenues from the  Contingent  Deferred  Sales Charge are not sufficient to
     cover sales expenses,  the short fall could be viewed as being provided for
     out  of  other  revenues  or  the  Company's  surplus,  including  revenues
     attributable to the mortality and expense risks charge.

B.   Administration Charge

     An  Administration  Charge will be  deducted  once each  Contribution  Year
     proportionately  from the Investment  Accounts of each Participant and will
     be equal to the sum of 1. and 2.:

     1.  $25.

     2.  The  Participant's   proportionate  share  of  an  amount  equal  to  a
         percentage  of the total  value of all  Investment  Accounts  under the
         Retirement Plan under the Contract.  This  percentage  shall be 0.5% of
         the first $50,000 in such  accounts  divided by the total value of such
         accounts.  (See Appendix 2 for example of computation of Administration
         Charge.)

     The  Administration  Charge applicable to each Participant will be deducted
     from the Participant's  Investment  Accounts on the earlier of (i) the date
     such accounts are paid or applied in full (a total  redemption) or (ii) the
     last day of the  Contribution  Year.  Such  deduction  will be  effected by
     cancelling  a  number  of the  units  in  each  Investment  Account  of the
     Participant equal to its proportionate  share of the Administration  Charge
     divided by the Unit Value for the Contract for the applicable  Division for
     the Valuation Period in which the charge is made.

     A pro rata Administration  Charge will be made for any fractional part of a
     Contribution Year of a Participant.  The Company does not expect to recover
     from the charge any amount above its accumulated  expenses  associated with
     the Contracts. However, since a portion of the charge is based on a percent
     of a Participant's  Investment Account Values,  amounts derived from larger
     Investment Accounts may to an extent cover expenses associated with smaller
     Investment  Accounts  depending  upon the  relative  degree  of  Investment
     Account activity.

C.   Separate Payment of Administration Charge

     An Employer may, by a revocable written  agreement with the Company,  agree
     to  pay  separately  all or a  portion  of the  Administration  Charge  for
     Participants who are employees of the Employer.

D.   Mortality and Expense Risks Charge

     Variable  Annuity  Payments  will  not be  affected  by  adverse  mortality
     experience or by any excess in the actual sales and administrative expenses
     over the charges  provided  for in the  Contract.  The Company  assumes the
     risks that (i) Annuity  Payments  will  continue  for a longer  period than
     anticipated   and  (ii)  the   deductions   under  the  Contracts  will  be
     insufficient  to cover the actual  costs.  For assuming  these  risks,  the
     Company, in determining Unit Values and Variable Annuity Payments,  makes a
     charge  as of the  end of each  Valuation  Period  against  the  assets  of
     Separate  Account  C held  with  respect  to the  Contract.  The  charge is
     equivalent to a simple annual rate of 1.4965%. The Company does not believe
     that it is possible to  specifically  identify  that portion of the 1.4965%
     deduction  applicable to the separate risks involved,  but estimates that a
     reasonable  approximate  allocation would be .2490% for the mortality risks
     and 1.2475% for the expense  risks.  The mortality and expense risks charge
     may be  changed  by the  Company  at any time at least  one year  after the
     Contract  has been  issued by giving  not less than 60 days  prior  written
     notice to the Contractholder,  Employer and Participants.  However,  during
     the first five years  following  issuance of the Contracts,  the charge may
     not exceed  2.00% on an annual  basis,  and further  only one change may be
     made in any one year period.  Any change in the mortality and expense risks
     charge will not affect Variable Annuities in the course of payment.  If the
     charge is  insufficient  to cover the  actual  costs of the  mortality  and
     expense  risks  assumed,  the  financial  loss  will  fall on the  Company;
     conversely, if the charge proves more than sufficient, the excess will be a
     gain to the Company.

E.   Premium Taxes

     Certain  state and local  governments  impose a  premium  tax upon  annuity
     considerations  received by  insurance  companies.  The Company will charge
     against  the  Participant's  Investment  Account  Values  the amount of any
     premium  taxes levied by a state or any other  government  entity.  Premium
     taxes currently imposed by states range from 0% (in more than 40 states) to
     2.25%. (See Appendix 1 for premium tax rates.) Unless otherwise required by
     law, the deduction will be made at the time  Investment  Account Values are
     applied to effect the form of variable annuity selected by the Participant.

     The applicable rates imposed by the states and other governmental  entities
     which impose premium taxes on annuity  considerations  are subject to being
     changed or amended by the respective  legislative body or by administrative
     interpretations  or by  judicial  acts.  IT IS  NOT  POSSIBLE  TO  DESCRIBE
     PRECISELY  THE AMOUNT OF PREMIUM TAX PAYABLE ON ANY  TRANSACTION  INVOLVING
     THE CONTRACTS.  Such premium taxes will depend,  among other things, on the
     state of residence of the  Participant  and the  insurance tax laws of such
     states.

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 Participants'
Investment Accounts in the form of additional units.

THE CONTRACT

     The Contract  will  normally be issued to an Employer or  association  or a
trust established for the benefit of Participants and their  beneficiaries.  The
Company  will  also  issue a  pre-retirement  certificate  to  each  Participant
describing  the benefits  under the Contract.  If the Company Home Office in Des
Moines, Iowa receives and accepts a completed application for a Contract with or
before the initial purchase  payment,  it will,  within two days after receiving
that  payment,  invest the entire  amount in the Division or Divisions  that are
chosen.  (If no Division is chosen on the completed  application for a Contract,
the Company will invest the entire amount in the Money Market  Division.) If the
application  for the purchase of a Contract is not received and accepted  within
five business days after the Company receives the initial purchase payment,  the
Company will return the  payment.  If the  application  is received and accepted
within the  five-day  period,  that  payment will be invested in the Division or
Divisions  of  choice  at the Unit  Value or Values  next  calculated  after the
application has been accepted.

A.   Contract Values and Accounting Before Annuity Commencement Date

     1.  Participant's Investment Accounts

         During the period of time before the commencement of Annuity  Payments,
         an Investment Account will be established for each Participant for each
         type of Contribution  permitted under the Contract for each Division of
         Separate  Account C. The types of Contributions  are:  Contributions by
         the Employer pursuant to the Retirement Plan, voluntary  non-deductible
         Participant  Contributions,  Contributions  which  represent a transfer
         from a prior  funding  arrangement,  or  other  Contributions  that the
         Company agrees to accept.

         Investment  Accounts will be maintained  until the  Investment  Account
         Values are either (a) applied to effect Variable  Annuity  benefits for
         the   Participant,   (b)  paid  to  the  Participant  or  Participant's
         beneficiary or (c) transferred in accordance with the provisions of the
         Contract.

         Each  Contribution  for a Participant will be allocated to the Division
         or Divisions of Separate  Account C designated by Written  Notification
         and will  result  in a credit  of units to the  appropriate  Investment
         Account. The number of units so credited will be determined by dividing
         the portion of the  Contributions  allocated  to a Division by the Unit
         Value for that  Division  for the  Valuation  Period  within  which the
         Contribution  was  received  by the  Company at its home  office in Des
         Moines, Iowa.

     2.  Unit Value

         The Unit  Value for a Contract  which  participates  in a  Division  of
         Separate  Account  C  determines  a  Participant's  Investment  Account
         Values. The Unit Value for each Contract in each Division is determined
         on each day on which the net asset value of its underlying  Mutual Fund
         is determined.  The Unit Value for a Valuation  Period is determined as
         of the end of the period. The investment  performance of the underlying
         Mutual Fund and deducted expenses affect the Unit Value.

         For these  Contracts,  the Unit  Value for each  Division  was fixed at
         $1.00 for the  Valuation  Period in which the first amount of money was
         credited  to the  Division.  A  Division's  Unit  Value  for any  later
         Valuation  Period  is  equal  to its  Unit  Value  for the  immediately
         preceding Valuation Period multiplied by the Net Investment Factor (see
         below) for that Division for the later Valuation Period.

     3.  Net Investment Factor

         Each  Net  Investment  Factor  is  the  quantitative   measure  of  the
         investment performance of each Division of Separate Account C.

         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 of a number equal to a simple
              interest rate for the number of days within the  Valuation  Period
              at an annual rate of 1.4965%.

         The amounts  derived from applying the rate  specified in  subparagraph
         (b) above and the amount of any taxes referred to in  subparagraph  (a)
         above  will be  accrued  daily and will be  transferred  from  Separate
         Account C at the discretion of the Company.

     4.  Hypothetical Example of Calculation of Unit Value for the Common Stock
         Division and Government Securities Division

         The  computation  of the Unit Value may be illustrated by the following
         hypothetical  example.  Assume  that the  current  net asset value of a
         Mutual Fund share is  $14.8000;  that there were no  dividends or other
         distributions made by the Mutual Fund and no adjustment for taxes since
         the last determination; that the net asset value of a Mutual Fund share
         last determined was $14.7800;  that the last Unit Value was $1.0185363;
         and that the Valuation Period was one day. To determine the current Net
         Investment Factor, divide $14.8000 by $14.7800 which produces 1.0013532
         and deduct from this amount the  mortality  and expense risks charge of
         0.0000410, which is the rate for one day that is equivalent to a simple
         annual  rate of  1.4965%.  The  result,  1.0013122,  is the current Net
         Investment  Factor. The last Unit Value ($1.0185363) is then multiplied
         by the current  Net  Investment  Factor  (1.0013122)  which  produces a
         current Unit Value of $1.0198728.

     5.  Hypothetical Example of Calculation of Unit Value for the Money Market
         Division

         The  computation  of the Unit Value may be illustrated by the following
         hypothetical  example.  Assume  that the  current  net asset value of a
         Mutual  Fund share is $1.0000;  that a dividend  of .0328767  cents per
         share was declared by the Mutual Fund prior to  calculation  of the net
         asset  value of the Mutual  Fund share and that no other  distributions
         and no  adjustment  for taxes were made  since the last  determination;
         that the net asset  value of a Mutual  Fund share last  determined  was
         $1.0000;  that  the  last  Unit  Value  was  $1.0162734;  and  that the
         Valuation Period was one day.

         To determine  the current Net  Investment  Factor,  add the current net
         asset value ($1.0000) to the amount of the dividend  ($.000328767)  and
         divide by the last net asset  value  ($1.0000),  which when  rounded to
         seven places  equals  1.0003288.  Deduct from this amount the mortality
         and expense  risks charge of .0000410 (the  proportionate  rate for one
         day based on a simple annual rate of 1.4965%).  The result  (1.0002878)
         is the current Net Investment  Factor. The last Unit Value ($1.0162734)
         is then  multiplied by the current Net Investment  Factor  (1.0002878),
         resulting in a current Unit Value of $1.0165659.

B.  Annuity Benefits

     1.  Selecting a Variable Annuity

         Variable  Annuity  Payments will be made to a Participant  beginning on
         the Annuity  Commencement  Date and continuing  thereafter on the first
         day of each month.  A  Participant  may select an Annuity  Commencement
         Date by Written  Notification to the Company.  The date selected may be
         the first day of any month the Retirement Plan allows which is at least
         one month after the Written Notification.

         The Annuity Commencement Date for all Participants cannot be later than
         April 1 following the end of the taxable year in which the  Participant
         attains age 70 1/2. There are certain  exceptions for employees who are
         not 5% owners and who attain age 70 1/2 by January 1, 1988.

         The Annuity  Commencement Date cannot be earlier than age 59 1/2 except
         in the event of Total and Permanent Disability.  Early distribution for
         any  other  reason  prior  to age 59 1/2  may  be  subject  to  certain
         penalties (see "Federal Tax Status").

         At any time not less  than one  month  preceding  the  desired  Annuity
         Commencement Date, a Participant may, by Written  Notification,  select
         one of the  annuity  options  described  below (see  "Forms of Variable
         Annuities").  If no annuity option has been selected at least one month
         before the Annuity  Commencement  Date,  the Normal Income Form will be
         provided.

     2.  Forms of Variable Annuities

         Because of certain restrictions  contained in the Internal Revenue Code
         and regulations  thereunder,  an annuity option is not available unless
         (i) no  benefits  are  provided  which  extend  beyond  the life of the
         Participant  or the  lives  of the  Participant  and the  Participant's
         spouse or (ii) no  benefits  are  provided  which  extend over a period
         longer  than  the  life  expectancy  of the  Participant  or  the  life
         expectancy of the Participant and spouse.

         A Participant may elect to have Investment Account Values applied under
         one of the following annuity options.  However,  if the monthly Annuity
         Payment  would be less than $20,  the Company  may, at its sole option,
         pay the Investment  Account  Values in full  settlement of all benefits
         otherwise available.

         Variable  Life Annuity with Monthly  Payments  Certain for Zero,  Five,
         Ten, Fifteen or Twenty Years or Installment Refund Period -- a Variable
         Annuity which provides monthly  payments to the Participant  during the
         Participant's  lifetime,  and further provides that if, at the death of
         the  Participant,  monthly  payments  have  been  made for less  than a
         minimum period selected by the Participant,  any remaining payments for
         the balance of such period  shall be paid to a  designated  beneficiary
         unless the  beneficiary  requests in writing that the Commuted Value of
         the   remaining   payments  be  paid  in  a  single  sum.   (Designated
         beneficiaries  entitled to take the remaining  payments or the Commuted
         Value thereof rather than  continuing  monthly  payments should consult
         with  their tax  advisor  to be made  aware of the  differences  in tax
         treatment.)

         The minimum  period may be either zero,  five,  ten,  fifteen or twenty
         years or the period (called  "installment refund period") consisting of
         the number of months  determined  by dividing the amount  applied under
         the option by the initial payment.  If, for example,  a Participant had
         $14,400 to apply under a life option with an installment refund period,
         and if the first monthly payment provided by that amount, as determined
         from the  applicable  annuity  conversion  rates,  would  be $100,  the
         minimum period would be 144 months ($14,400  divided by $100 per month)
         or 12 years. A variable life annuity with an installment  refund period
         guarantees  a minimum  number of  payments,  but not the  amount of any
         monthly payment or the amount of aggregate monthly payments.

         Under the Variable Life Annuity with Zero Years Certain, which provides
         monthly payments to the Participant during the Participant's  lifetime,
         it would be possible  for the  Participant  to receive only one Annuity
         Payment  if the  Participant  died  prior to the due date of the second
         payment  since  payment  is  made  only  during  the  lifetime  of  the
         Participant.

         Joint and Survivor  Variable Life Annuity with Monthly Payments Certain
         for Ten Years -- a Variable Annuity which provides monthly payments for
         a minimum period of ten years and thereafter during the joint lifetimes
         of that  participant  and the  joint  annuitant  named at the time this
         option is elected,  and continuing  after the death of either payee for
         the  amount  that would have been  payable to them  jointly  during the
         remaining  lifetime of the survivor.  In the event the  Participant and
         the joint  annuitant do not survive beyond the minimum ten year period,
         any remaining payments for the balance of such period will be paid to a
         designated  beneficiary unless the beneficiary requests in writing that
         the Commuted  Value of the remaining  payments be paid in a single sum.
         (Designated  beneficiaries  entitled to take the remaining  payments or
         the Commuted  Value thereof  rather than  continuing  monthly  payments
         should  consult  with  their  tax  advisor  to be  made  aware  of  the
         differences in tax treatment.)

         Joint and  Two-Thirds  Survivor  Variable  Life  Annuity  -- a Variable
         Annuity which provides  monthly  payments during the joint lives of the
         Participant  and the  person  designated  by the  Participant  as joint
         annuitant with two-thirds of the amount that would have been payable to
         them jointly continuing to the survivor upon the death of either.

         Variable Life Annuity with One-Half  Survivorship -- a Variable Annuity
         which provides monthly payments during the life of the Participant with
         one-half of the amount otherwise  payable  continuing to the contingent
         annuitant  designated  by the  Participant  so long  as the  contingent
         annuitant lives.

         Under the Joint and Two-Thirds Survivor Variable Life Annuity and under
         the  Variable  Life  Annuity with  One-Half  Survivorship,  it would be
         possible for the  Participant  and/or  contingent or joint annuitant to
         receive only one annuity  payment if both died prior to the due date of
         the second payment since payment is made only during their lifetimes.

         Other Options -- Other Variable  Annuity  options  permitted  under the
         applicable  Retirement Plan may be arranged by mutual  agreement of the
         Participant and the Company.

     3.  Basis of Annuity Conversion Rates

         Because  women as a class live longer than men, it has been common that
         retirement  annuities  of equal  cost for women and men of the same age
         will provide  women less  periodic  income at  retirement.  The Supreme
         Court of the United  States ruled in Arizona  Governing  Committee  vs.
         Norris that sex distinct  annuity  tables  under an  employer-sponsored
         benefit plan result in  discrimination  that is prohibited by Title VII
         of the Federal  Civil Rights Act of 1964.  The Court further rules that
         sex distinct  annuity  tables will be deemed  discriminatory  only when
         used with values  accumulated  from employer  contributions  made after
         August 1, 1983, the date of the ruling.

         Title VII applies only to employers with 15 or more employees. However,
         certain State Fair  Employment Laws and Equal Payment Laws may apply to
         employers with less than 15 employees.

         The Variable Annuity Contracts  described in this Prospectus offer both
         sex  distinct  and  (effective  August  1,  1983) sex  neutral  annuity
         conversion rates. The annuity rates are used to convert a Participant's
         pre-retirement   account  value  to  a  monthly   lifetime   income  at
         retirement.  Usage of either sex distinct or sex neutral  annuity rates
         will be determined by the Employer.

         For  each  form of  Variable  Annuity,  the  annuity  conversion  rates
         determine how much the first monthly  Annuity  Payment will be for each
         $1,000 of the Participant's  Investment Account Value applied to effect
         the  Variable  Annuity.  The  conversion  rates  vary  with the form of
         annuity, date of birth, and (unless sex neutral rates are used) the sex
         of the Participant and the joint or contingent  annuitant,  if any. The
         sex distinct  guaranteed annuity conversion rates are based upon (i) an
         interest  rate of 2.5% per annum and (ii)  mortality  according  to the
         "1983 Table A for Individual Annuity Valuation"  projected with Scale G
         to the year 2020,  females  set back six years in age.  The sex neutral
         rates are  determined  for all  Participants  in the same way as female
         rates, as described above. The guaranteed  annuity conversion rates may
         be changed,  but no change which would  provide  less  initial  monthly
         Annuity Payment will take effect for a current Participant.

         The Contract  provides  that an interest rate of not less than 2.5% per
         annum will  represent  the assumed  investment  return.  Currently  the
         assumed  investment  return used in determining the amount of the first
         monthly  payment  is 4%  per  annum.  This  rate  may be  increased  or
         decreased  by the Company in the future but in no event will it be less
         than 2.5% per annum.  If,  under the  Contract,  the actual  investment
         return (as measured by an Annuity Change Factor,  defined below) should
         always equal the assumed investment  return,  Variable Annuity Payments
         would remain  level.  If the actual  investment  return  should  always
         exceed the assumed investment  return,  Variable Annuity Payments would
         increase;  conversely,  if it should  always  be less than the  assumed
         investment return, Variable Annuity Payments would decrease.

         The  current  4%  assumed  investment  return is  higher  than the 2.5%
         interest rate reflected in the annuity  conversion  rates  contained in
         the Contract.  With a 4%  assumption,  Variable  Annuity  Payments will
         commence at a higher  level,  will  increase  less  rapidly when actual
         investment  return  exceeds 4%, and will  decrease  more  rapidly  when
         actual investment return is less than 4%, than would occur with a lower
         assumption.

     4.  Determining the Amount of the First Monthly Annuity Payment

         For each  Investment  Account  the  initial  amount of monthly  annuity
         income  provided  by each $1,000  applied to effect a Variable  Annuity
         shall be based on the option selected and the Investment Account Value,
         after  reduction  for any premium tax,  determined as of the end of the
         Valuation  Period one month before the Annuity  Commencement  Date. The
         initial  monthly  income payment will be determined on the basis of the
         annuity  conversion  rates  applicable on such date to such conversions
         under all contracts of this class issued by the Company.  However,  the
         basis for the annuity  conversion  rates will not produce  less initial
         monthly income than the annuity conversion rate basis described above.

     5.  Determining  the Amount of the Second and Subsequent  Monthly  Annuity
         Payments

         The second and  subsequent  monthly  Annuity  Payments will be computed
         separately  for each  Division  of  Separate  Account C selected by the
         Participant and will increase or decrease in response to the investment
         experience of the Mutual Fund  underlying  the Division.  The amount of
         each  payment  will be  determined  by  multiplying  the  amount of the
         monthly Annuity Payment due in the immediately preceding calendar month
         by the Annuity  Change Factor for the Division for the Contract for the
         calendar month in which the Annuity Payment is due.

         Each Annuity  Change Factor for a Division for a calendar  month is the
         quotient of (a) divided by (b), below:

         (a)  The number which  results from  dividing (i) the  Contract's  Unit
              Value  for  the  Division  for  the  first  Valuation  Date in the
              calendar month beginning one month before the given calendar month
              by (ii) the  Contract's  Unit Value for the Division for the first
              Valuation Date in the calendar  month  beginning two months before
              the given calendar month.

         (b)  An amount equal to one plus the  effective  interest  rate for the
              number  of days  between  the two  Valuation  Dates  specified  in
              subparagraph  (a) above at the interest  rate assumed to determine
              the initial payment of variable benefits to the Participant.

      6. Hypothetical Example of Calculation of Annuity Payments

         Assume that on the date one month before the Annuity  Commencement Date
         the Participant has an Investment  Account Value of $37,592.  Using the
         appropriate  annuity  conversion  factor  (assuming  $5.88  per  $1,000
         applied) the Investment  Account Value provides a first monthly Annuity
         Payment of $221.04. To determine the amount of the Participant's second
         monthly  payment  assume that the Unit Value as of the first  Valuation
         Date in the preceding  calendar month was $1.3712044 and the Unit Value
         as of the first Valuation Date in the second  preceding  calendar month
         was  $1.3273110.  The Annuity  Change  Factor is determined by dividing
         $1.3712044  by  $1.3273110,  which equals  1.0330694,  and dividing the
         result by an amount  corresponding to the amount of one increased by an
         assumed  investment  return of 4%  (which  for a thirty  day  period is
         1.0032288). 1.0330694 divided by 1.0032288 results in an Annuity Change
         Factor for the month of  1.0297446.  Applying this factor to the amount
         of Annuity  Payment for the previous month results in a current monthly
         payment of $227.61 ($221.04 multiplied by 1.0297446 equals $227.61).

C.   Payment on Death of Participant

     1.  Prior to Annuity Commencement Date

         If a  Participant  dies prior to the  Annuity  Commencement  Date,  the
         Company,  upon receipt of due proof of death,  will, in accordance with
         prior   instructions   from  the  Participant,   either  (i)  establish
         Investment  Accounts for the beneficiary to hold the Investment Account
         Values of the  Participant or (ii) if an Associated  Fixed Contract has
         been  issued,  cancel all  Investment  Account  units as of the date of
         receipt of proof of death and transfer the  Investment  Account  Values
         (determined  as of the end of the  Valuation  Period in which  proof of
         death was received) to the Associated  Fixed  Contract.  In lieu of the
         foregoing,  the Company may pay all or part of the  Investment  Account
         values  to the  beneficiary  in a  single  sum,  provided  that  if the
         Participant   had  elected  that  the  Investment   Account  Values  be
         transferred to an Associated Fixed Contract,  the beneficiary's written
         request for the payment  must be given  before the date the transfer is
         to be effective.

         A beneficiary  of a Participant  may elect to have all or a part of the
         amount  available  under any Associated  Fixed Contract  transferred to
         this Contract to establish  Investment  Accounts for the beneficiary or
         to have  all or a part of the  amount  available  under  this  Contract
         transferred  to any  Associated  Fixed  Contract.  If the  value of the
         Investment  Accounts is less than $3,500, the Company may at its option
         pay the  beneficiary  the value of such  accounts  in lieu of all other
         benefits. A spouse beneficiary may elect to have the Investment Account
         Values applied to provide  Annuity  Payments or paid in a single sum. A
         beneficiary  other  than  the  Participant's   spouse  must  receive  a
         distribution  of all  values  within  five  years of the  Participant's
         death.  An election to receive  Annuity  Payments must be made prior to
         the  single sum  payment to the  beneficiary.  Annuity  income  must be
         payable  as  lifetime  annuity  income  with  no  benefits  beyond  the
         beneficiary's life or life expectancy.  In addition,  the amount of the
         monthly  Annuity  Payments  must be at least $20, or the Company may at
         its option pay the beneficiary the value of the Investment  Accounts in
         lieu of all other  benefits.  The first Annuity Payment will be made on
         the first day of the calendar month  specified in the election,  but in
         no event  prior  to the date one  month  after  any  transfer  from any
         Associated  Fixed Contract is effective.  The amount to be applied will
         be  determined  as of one  month  prior to the date the  first  monthly
         payment is due. The  beneficiary  must be a natural  person in order to
         elect Annuity Payments.  The election must be by Written  Notification.
         The annuity  conversion rates applicable to a beneficiary  shall be the
         annuity   conversion   rates  the  Company   makes   available  to  all
         beneficiaries  under  contracts  of this class.  The  beneficiary  will
         receive a written description of the options available.

     2.  Subsequent to Annuity Commencement Date

         Upon the death of a Participant  receiving monthly Annuity Payments, no
         benefits will be available  except as may be provided under the form of
         annuity  selected.  If  provided  for under such form of  annuity,  the
         beneficiary will continue  receiving any remaining  payments unless the
         beneficiary  requests  in  writing  that  the  Commuted  Value  of  the
         remaining payments be paid in a single sum.

D.   Withdrawals and Transfers

     1.  Cash Withdrawals

         The  Contracts  are  designed  for  and  intended  to be  used  to fund
         Retirement Plans.  However,  subject to any Retirement Plan limitations
         or any reduction for vesting  provided for in the Retirement Plan as to
         amounts   available,   the  Participant  may  withdraw  cash  from  the
         Investment Accounts at any time prior to the Annuity  Commencement Date
         subject to any charges that may be applied.

         The procedure with respect to cash withdrawals is as follows:

         (a)  The Participant's  Investment Account Values will be determined at
              the end of the Valuation Period in which the withdrawal request is
              received  and will be paid to the  Participant  within  seven days
              thereafter.   The  Company   may  require   that  any  request  be
              accompanied by the certificate issued to the Participant.

         (b)  No  more  than  two  partial  cash  withdrawals  can be  made in a
              twelve-month period without the Company's express consent.

         (c)  The amount  available  may be subject to the  Contingent  Deferred
              Sales  Charge  and,  in the  case of a total  withdrawal,  will be
              subject to the Administration Charge.

         (d)  The amount  available is also subject to any  restriction  in the
              Participant's Retirement Plan.

         Any cash withdrawal made will result in the cancellation of a number of
         units in each Investment  Account of the Participant  from which values
         have been withdrawn.  The number of units cancelled from the Investment
         Account will be equal to the amount withdrawn divided by the Unit Value
         for its  Division of  Separate  Account C for the  Valuation  Period in
         which the  cancellation  is effective.  Units will also be cancelled to
         cover any charges assessed under (c) above.

     2.  Transfers to the Contract

         If an  Associated  Fixed  Contract has been issued by the Company,  and
         except as  otherwise  provided by the  applicable  Retirement  Plan,  a
         Participant may, by Written Notification,  transfer all or a portion of
         the  proceeds  available  under the  Associated  Fixed  Contract to the
         Investment Account(s) under the Contract at any time at least one month
         before  Annuity   Commencement  Date,  subject  to  the  terms  of  the
         Associated Fixed Contract.

     3.  Transfers Between Divisions

         Upon  Written  Notification,  all  or a  portion  of  the  value  of an
         Investment  Account in one Division may be transferred to an Investment
         Account in another Division available under the Contract. Transfers may
         be made at any time at least one month before the Annuity  Commencement
         Date.  However,  only two transfers from any Investment  Account may be
         made in a  twelve-month  period  without  the  express  consent  of the
         Company.

         A transfer will be effective as of the end of the  Valuation  Period in
         which the request is received.  Any amount  transferred  will result in
         the  cancellation  of units in the  Investment  Account  from which the
         transfer is made.  The number of units  cancelled  will be equal to the
         amount  transferred  from that account divided by the Unit Value of the
         Division for the  Valuation  Period in which the transfer is effective.
         The  transferred  amount will result in the  crediting  of units in the
         Investment  Account to which the transfer is made.  The number of units
         credited  will be  equal  to the  amount  transferred  to that  account
         divided by the Unit Value of the Division for the  Valuation  Period in
         which the transfer is effective.

     4.  Transfers to the Associated Fixed Contract

         Except as  otherwise  provided by the  applicable  Retirement  Plan,  a
         Participant  may by Written  Notification  transfer all or a portion of
         available Investment Account Values to the Associated Fixed Contract at
         any time at least one month  before  Annuity  Commencement  Date.  Such
         transfers  are subject to the same  provisions  regarding  frequency of
         transfer,  effective  date of  transfer  and  cancellation  of units as
         described above in "Transfers Between Divisions".

     5.  Special Situation Involving Alternate Funding Agents

         The Contracts are subject to  provisions of the  Retirement  Plan which
         allow  the  Investment  Account  Values  of  all  Participants  of  the
         Retirement Plan to be transferred to an Alternate Funding Agent with or
         without  the consent of the  Participants.  Transfers  to an  Alternate
         Funding Agent require Written  Notification  from the person or persons
         specified by the Retirement Plan.

         The amount to be transferred  will be equal to the  Investment  Account
         Values  determined as of the end of the  Valuation  Period in which the
         Written Notification is received.  Such transfers may be subject to the
         Contingent Deferred Sales Charge.

         Alternate  Funding  Agent  means  an  insurance  company  or  custodian
         designated by Written Notification and authorized to receive any amount
         or  amounts  transferred  from  the  Contract  as to a  Participant  or
         Participants  and to apply  such  amount or amounts  for the  exclusive
         benefit of the  Participant  or  Participants  under a retirement  plan
         which continues to meet the  requirements of the Internal Revenue Code,
         without  any  obligation  on the part of the  Company  in regard to the
         application.

     6.  Postponement of Cash Withdrawal or Transfer

         Any cash withdrawal or transfer to be made from the Contract or between
         Divisions in  accordance  with the  preceding  paragraphs  will be made
         within  seven  days  after  Written  Notification  for such  payment or
         transfer  is received  by the  Company.  However,  such  withdrawal  or
         transfer  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 fairly to
         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
         transfer  or  withdrawal  is in effect  and has not been  cancelled  by
         Written Notification to the Company within the period of deferment, the
         amount to be  transferred  or withdrawn  shall be  determined as of the
         first Valuation Date following  expiration of the permitted  deferment,
         and transfer or withdrawal will be made within seven days thereafter.

E.   Other Contractual Provisions

     1.  Contribution Limits

         The Contract  prescribes no limits on the minimum  Contributions  which
         may be made on  behalf  of a  Participant.  Maximum  Contributions  are
         limited to amounts permitted by the Retirement Plan.

      2. Assignment

         No rights  available  or  benefits  payable  under the  Contract to any
         Participant,   beneficiary   or  contingent  or  joint   annuitant  are
         assignable,  transferable or subject to pledge, and all such rights and
         benefits  shall be exempt from the claims of  creditors  to the maximum
         extent permitted by law.

         A  Participant's   Investment   Account  Values  are   non-forfeitable;
         provided,  however, if the Retirement Plan specifically so provides,  a
         Participant's  Investment Account Values shall be reduced to the extent
         required by the vesting  provisions  of the  Retirement  Plan as of the
         date the Company receives  Written  Notification of the event requiring
         the reduction.

     3.  Cessation of Contributions

         A cessation of Contributions  with respect to all Participants  under a
         Retirement  Plan  shall  occur at the  election  of the  Employer  upon
         Written  Notification  to the  Company  or as of the  date on  which no
         Investment  Accounts  subject to the  Retirement  Plan remain under the
         Contract.  Following  a  cessation  of  Contributions  all terms of the
         Contract  will  continue to apply except that no further  Contributions
         may be made.

     4.  Limitation as to Participants

         If at any time Princor  Management  Corporation  is not the  investment
         manager of the Mutual Funds, the Company may give written notice to the
         Contractholder  that no  additional  persons  may be covered  under the
         Contract as Participants.

     5.  Substitution of Securities

         If  shares  of a Mutual  Fund  are not  available  at some  time in the
         future, or if in the judgment of the Company further investment in such
         shares  would  be no  longer  appropriate,  there  may  be  substituted
         therefor,  or  Contributions  received  after a date  specified  by the
         Company  may be applied to  purchase  (i) shares of another  registered
         open-end investment company or (ii) securities or other property as the
         Company should in its discretion select.

     6.  Changes in a Contract

         The terms of a Contract may be changed at any time by written agreement
         between the Company and the  Contractholder  without the consent of any
         Participant,  beneficiary,  or joint or contingent annuitant.  However,
         except as required by law or regulation,  no such change shall apply to
         Variable  Annuities  which were in the  course of payment  prior to the
         effective date of the change.  If the  Contractholder is the trustee of
         the  trust   established   to  hold  a  Contract  for  the  benefit  of
         participating  units, the Contractholder may be limited in its exercise
         of this amendment  right. A majority of the  participating  units which
         are  Employers  under the  Contract  may have to agree to the  proposed
         change in the Contract  before the change can be made. The Company will
         notify any Participant affected by any change under this paragraph.

         The Company may  unilaterally  change the Contract at any time in order
         to  meet  the  requirements  of any  law or  regulation  issued  by any
         governmental agency to which the Company is subject.  In addition,  the
         Company  may,  on 60  days  prior  notice  to the  Contractholder,  the
         Employer,  and each  Participant,  unilaterally  change  the  basis for
         determining  Investment  Account Values,  the Net Investment Factor and
         the Annuity Change Factor; the guaranteed annuity conversion rates; and
         the provisions with respect to transfers to or from an Associated Fixed
         Contract or between  Divisions.  However,  no change in the  guaranteed
         annuity  conversion  rates will take  effect for a current  Participant
         which  would  reduce the amount of the  Participant's  minimum  initial
         monthly payment.

         Furthermore,  the Company may, on 60 days notice to the Contractholder,
         the Employer and each Participant affected by the change,  unilaterally
         change the mortality and expense risks charge.  However,  such a change
         can only be made after the Contract has been in effect for at least one
         year and  provided  that (a) the charge  shall in no event exceed 2.00%
         within the period of five years from the issuance of the Contract,  (b)
         the charge  shall not be changed more  frequently  than once in any one
         year period and (c) no change  shall apply to  annuities  which were in
         the  course  of  payment  prior to the  effective  date of the  change.
         Finally,  the  Company  reserves  the right to limit or refuse  further
         Contributions   under  the   Contract   upon  60  days  notice  to  the
         Contractholder, the Employer, and each Participant.

     7.  Statement of Values

         The Company  will furnish  each  Participant  at least once during each
         year  a  statement   showing  the  number  of  units  credited  to  the
         Participant's Investment Accounts, Unit Values for the accounts and the
         resulting Investment Account Values.

     8.  Voting Rights

         Each  Contractholder  has one  vote in the  election  of the  Board  of
         Directors at annual meetings and upon other corporate matters,  if any,
         where  a  policyowner's  vote  is  taken.  An  individual   Participant
         (certificate-holder) does not have a vote.

DISTRIBUTION OF THESE CONTRACTS

     These  Contracts,  which are no longer  offered,  were  sold  primarily  by
persons who were  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 were usually registered representatives of
Princor  Financial  Services  Corporation,  A Member of 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 received from the Company
an  overwriting  and  expense  fee of 1% of  Contributions  received  under  the
Contracts.  These Contracts were also sold through other selected broker-dealers
registered under the Securities Exchange Act of 1934. Princor Financial Services
Corporation  is the  principal  underwriter  for various  registered  investment
companies organized by the Company.  Princor Financial Services Corporation is a
wholly-owned  subsidiary of Principal  Financial Group, Inc. Principal Financial
Group, Inc. is a holding company and a wholly-owned subsidiary of the Company.

FEDERAL TAX STATUS

     Investment gains of the Mutual Funds credited to Separate Account C are not
taxable to a Participant until received in the form of a cash withdrawal from an
Investment Account or in the form of Variable Annuity Payments. Cash withdrawals
will  generally  be taxed as ordinary  income in the year  received,  but may be
eligible for the income averaging  provisions of the Internal Revenue Code. Each
Variable  Annuity  Payment will be taxed as ordinary  income in accordance  with
Section  72 of  the  Internal  Revenue  Code.  As a  general  rule,  however,  a
Participant  receiving  Variable Annuity Payments at the time of retirement will
be in a lower  income tax bracket due to reduced  income and larger  exemptions.
Adjustments  in the tax  base are  allowed  where a  portion  of the cost of the
benefit being  distributed has been paid for by the Participant out of funds not
excludable from the Participant's gross income tax in the year made, rather than
having been paid for by the Employer out of funds that were  excludable from the
Participant's gross income tax in the year made.

     The  Self-Employed  Individuals  Tax  Retirement  Act of 1962,  as amended,
allows   self-employed   individuals   to   establish   qualified   pension  and
profit-sharing  plans and  annuity  plans.  The  employees  of such  persons are
treated as described for employees under a qualified pension plan.

     The Tax Reform Act of 1986 made certain  distributions from qualified plans
subject to special tax treatment.  As a general rule, if a taxpayer  receives an
early plan  distribution,  a 10% tax will be assessed  against the  distribution
unless it is in the form of a life  annuity.  Early plan  distributions  are any
plan distributions prior to age 59 1/2 unless the distribution was on account of
death, disability or separation from service after age 55.

     The Tax Reform Act also requires  distributions  for all plan  Participants
(with limited exceptions) to begin by April 1 of the calendar year following the
year the  Participant  turns 70 1/2.  The sanction for failure to make a minimum
required  distribution  is a 50%  nondeductible  excise tax on the amount  which
should have been distributed. This tax is imposed on the Participant.

     Another  excise tax of 15% is imposed on  distributions  from the plan that
are greater than $150,000 per year. If a lump sum  distribution is made, the tax
is imposed on amounts greater than $750,000.

     Special tax  treatment,  including  special  income  averaging  and limited
capital gains treatment may be available to  Participants  who receive all their
benefits in a single calendar year, if the distribution is made after age 59 1/2
or because of termination of employment, death, or disability. The tax treatment
available depends on the Participant's  age, years of plan participation and the
year the distribution is made.

     It should be recognized  that the  descriptions  of the federal  income tax
status of amounts  received  under the Contracts are not  exhaustive  and do not
purport to cover all situations.

     A qualified tax advisor should be consulted for complete information.  (For
the federal tax status of the Company  and  Separate  Account C, see  "Principal
Mutual Life Insurance Company Separate Account C")

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 laws 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 C is a
party or which would materially affect Separate Account C.

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 C. In the future, additional group or individual
variable annuity  contracts may be designated by the Company as participating in
Separate  Account C. All such contracts will initially meet the  requirements of
Section 401 or 403(a) of the Internal Revenue Code.

INDEPENDENT AUDITORS

     The  financial  statements  of  Principal  Mutual  Life  Insurance  Company
Separate  Account  C 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 Policy.  They should not be considered as bearing
on the investment performance of the assets held in the Separate Account.

APPENDIX 1

     Premium taxes applicable to Contracts described in this Prospectus:

         Alabama                                          1.00%
         California                                       0.50
         District of Columbia                             2.25
         Kentucky                                         2.00
         West Virginia                                    1.00
         All other states                                 ----

APPENDIX 2

     Set forth  below is an example  of the  manner in which the  Administration
Charge is computed.

     The  Administration  Charge has two components -- a fixed charge of $25 and
the  Participant's  proportionate  share of an amount equal to 0.5% of the first
$50,000  of the  value of all  Investment  Accounts  under the  Contract  of all
Participants under the Retirement Plan. The Participant's proportionate share of
the charge is determined  by  multiplying  the total value of the  Participant's
Investment  Accounts by a percentage the numerator of which is 0.5% of the first
$50,000  of  the  Investment  Account  Values  of  all  Participants  under  the
Retirement  Plan and the  denominator  of which is all such  Investment  Account
Values.  Assume that the total value of a Participant's  Investment  Accounts is
$40,000 and that the  Investment  Account  Values of all Accounts,  $40,000,  is
multiplied  by a percentage  the numerator of which is $250 (0.5% x $50,000) and
the denominator of which is $200,000,  or 0.125%. The  Administration  Charge to
which the Participant is subject is $75, $25 plus $50 (0.125% x $40,000).

CONTRACTHOLDERS' INQUIRIES

     Contractholders' inquiries should be directed to Princor Financial Services
Corporation,  A Member  of The  Principal  Financial  Group,  Des  Moines,  Iowa
50392-0200,   (515)  247-5711.   Separate   Account  C  is  subject  to  certain
informational  requirements  of  the  Securities  Exchange  Act of  1934  and in
accordance  therewith files reports with the Securities and Exchange Commission.
Reports  filed by Separate  Account C with the  Commission  can be inspected and
copied at the public reference facilities  maintained by the Commission at 450 -
5th Street, N. W., Washington,  D.C. Copies of such reports can be obtained from
the  Public  Reference  Section of the  Commission,  Washington,  D.C.  20549 at
prescribed rates.  

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
General Information and History    ................................   3
Independent Auditors    ...........................................   3
Underwriting Commissions    .......................................   3
Calculation of Yield and Total Return    ..........................   3
Financial Statements:
     Principal Mutual Life Insurance Company Separate Account C       4
              Report of Independent Auditors    ...................  10
     Principal Mutual Life Insurance Company    ...................  11
Report of Independent Auditors    .................................  33


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

<PAGE>

                                     PART B

           PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT C

               PENSION BUILDER - GROUP VARIABLE ANNUITY CONTRACTS

                ISSUED BY PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                       Statement of Additional Information

                                dated May 1, 1996


     This  Statement  of  Additional   Information  provides  information  about
Principal  Mutual Life Insurance  Company  Separate  Account C Pension Builder -
Group Variable Annuity Contracts (the "Contract" or the "Contracts") in addition
to the information that is contained in the Contract's Prospectus,  dated May 1,
1996.

     This Statement of Additional Information is not a prospectus.  It should be
read in conjunction with the Prospectus, a copy of which can be obtained free of
charge by writing or telephoning:



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

<PAGE>

                                TABLE OF CONTENTS




General Information and History....................................   3
Independent Auditors   ............................................   3
Underwriting Commissions...........................................   3
Calculation of Yield and Total Return..............................   3
Financial Statements
     Principal Mutual Life Insurance Company Separate Account C....   4
         Report of Independent Auditors............................  10
     Principal Mutual Life Insurance Company.......................  11
         Report of Independent Auditors............................  33

GENERAL INFORMATION AND HISTORY

Principal  Mutual Life  Insurance  Company was  formerly  known as Bankers  Life
Company.  The  Company's  name was changed to  Principal  Mutual Life  Insurance
Company effective July 1, 1986.


INDEPENDENT AUDITORS

Ernst & Young LLP, Des Moines, Iowa, serve as independent auditors for Principal
Mutual Life  Insurance  Company  Separate  Account C and  Principal  Mutual Life
Insurance Company and perform audit and accounting services for Separate Account
C and The Company.

UNDERWRITING COMMISSIONS

Aggregate  dollar  amount of  underwriting  commissions  paid to and retained by
Princor Financial Services Corporation:

        Year                Paid To                      Retained by
        ----               ----------                    -----------      
        1995               $17,336.43                      $6,431.18
        1994               $79,118.96                     $16,968.36
        1993               $98,839.03                     $21,771.32

CALCULATION OF YIELD AND TOTAL RETURN

From time to time the Account advertises its Money Market Division's "yield" and
"effective  yield." 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 sales load deducted from purchase
payments which, if included, would reduce the "yield" and "effective yield." For
the period ending December 31, 1995, the 7-day  annualized and effective  yields
were 3.64% and 3.70%, respectively.

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 contingent  deferred sales charge that decreases from 7% to 0% over
a period of 10 years.  The  average  annual  total  returns of the Common  Stock
Division for the one-year,  five-year and ten-year  periods ending  December 31,
1995 were 20.63%,  13.78%,  and 10.31%,  respectively.  The average annual total
return of the  Government  Securities  Division for the  one-year and  five-year
periods  ending  December 31, 1995 and for the period  beginning  April 14, 1987
(inception  of Division)  and ending  December 31, 1995 were,  8.88%,  6.55% and
7.54%,  respectively.  The  Separate  Account may also  advertise  total  return
figures of its Divisions for a specified  period that does not take into account
the sales charge in order to illustrate the change in the Division's  unit value
over time. See  "Deductions  Under the Contracts" for a discussion of contingent
deferred sales charges.
<PAGE>

<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account C

                             Statement of Net Assets

                                December 31, 1995






Assets
Investments (Note 1):
   Common Stock Division:
     Principal Capital Accumulation Fund, Inc. - 146,582 shares at net asset value of
<S>                                                                                          <C>       
       $27.80 per share (cost - $3,431,031)                                                  $4,074,988
   Government Securities Division:
     Principal Government Securities Fund, Inc. - 79,117 shares at net asset value of
       $10.55 per share (cost - $809,151)                                                       834,687
   Money Market Division:
     Principal Money Market Fund, Inc. - 993,483 shares at net asset value (cost) of
       $1.00 per share                                                                          993,483
                                                                                        ==================
Net assets                                                                                   $5,903,158
</TABLE>
<TABLE>
<CAPTION>
                                                                                        ==================

                                                                                Unit
                                                                 Units         Value
                                                            ----------------------------
                                                            ----------------------------
Net assets are represented by:
   Common Stock Division:
     Currently payable annuity contracts:
<S>                                                                 <C>        <C>          <C>        
       Bankers Flexible Annuity                                     11,970     $16.73       $   200,283
       Pension Builder Plus                                          4,658       3.41            15,880
     Contracts in accumulation period:
       Bankers Flexible Annuity                                     88,735      16.73         1,484,660
       Pension Builder Plus                                        696,310       3.41         2,374,165
                                                                                        ------------------
                                                                                        ------------------
                                                                                              4,074,988
   Government Securities Division:
     Contracts in accumulation period - Pension Builder
       Plus                                                        453,405       1.84           834,687

   Money Market Division:
     Contracts in accumulation period - Pension Builder
       Plus                                                        563,649       1.76           993,483
                                                                                        ==================
Net assets                                                                                   $5,903,158
                                                                                        ==================



See accompanying notes.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                         Principal Mutual Life Insurance
                           Company Separate Account C

                             Statement of Operations

                          Year ended December 31, 1995




                                                                     Common       Government        Money
                                                                     Stock        Securities        Market
                                                     Combined       Division       Division        Division
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Investment income
Income:
<S>                                                 <C>          <C>               <C>              <C>    
   Dividends (Note 1)                               $   239,554  $     86,599      $  64,710        $88,245
   Capital gains distributions                          437,283       437,283              -              -
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
                                                        676,837       523,882         64,710         88,245

Expenses (Note 2):
   Mortality and expense risks                          129,071        81,313         23,831         23,927
   Administration charges                                26,151        17,915          3,942          4,294
   Contingent sales charges                               2,714         1,215            276          1,223
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
                                                        157,936       100,443         28,049         29,444
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Net investment income                                   518,901       423,439         36,661         58,801

Realized and unrealized gains (losses) on
   investments (Note 4)
Net realized gains (losses) on investments              566,777       619,160        (52,383)             -
Change in net unrealized appreciation/
   depreciation of investments                          955,515       665,019        290,496              -
                                                  -------------------------------------------------------------
                                                  =============================================================
Net increase in net assets resulting from
   operations                                        $2,041,193    $1,707,618       $274,774        $58,801
                                                  =============================================================



See accompanying notes.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                         Principal Mutual Life Insurance
                           Company Separate Account C

                       Statements of Changes in Net Assets

                     Years ended December 31, 1995 and 1994




                                                                     Common       Government        Money
                                                                     Stock        Securities        Market
                                                     Combined       Division       Division        Division
                                                  -------------------------------------------------------------
                                                                                              
<S>                                                <C>            <C>             <C>             <C>       
Net assets at January 1, 1994                      $21,703,996    $14,721,884     $4,173,176      $2,808,936

Increase (decrease) in net assets
Operations:
   Net investment income                               595,116        414,809        126,297          54,010
   Net realized gains (losses) on investments           84,364        133,140        (48,776)              -
   Change in net unrealized appreciation/
     depreciation of investments                    (1,044,355)      (685,613)      (358,742)              -
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                    (364,875)      (137,664)      (281,221)         54,010
Changes from principal transactions:
   Purchase payments, less sales charges, per
     payment fees and applicable premium taxes       4,965,171      2,906,809      1,131,004         927,358
   Contract terminations                            (3,146,785)    (2,313,443)      (563,441)       (269,901)
   Transfer payments to other contracts             (6,921,308)    (4,103,994)    (1,757,872)     (1,059,442)
   Annuity payments                                    (21,562)       (21,562)             -               -
   Mortality guarantee transfer                         11,692         11,692              -               -
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Decrease in net assets from principal               (5,112,792)    (3,520,498)    (1,190,309)       (401,985)
   transactions
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Total decrease                                      (5,477,667)    (3,658,162)    (1,471,530)       (347,975)
                                                  -------------------------------------------------------------
Net assets at December 31, 1994                     16,226,329     11,063,722      2,701,646       2,460,961

Increase (decrease) in net assets
Operations:
   Net investment income                               518,901        423,439         36,661          58,801
   Net realized gains (losses) on investments          566,777        619,160        (52,383)              -
   Change in net unrealized appreciation/
     depreciation of investments                       955,515        665,019        290,496               -
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Net increase in net assets resulting from            2,041,193      1,707,618        274,774          58,801
   operations
Changes from principal transactions:
   Purchase payments, less sales charges, per
     payment fees and applicable premium taxes       3,592,629      1,872,882        801,970         917,777
   Contract terminations                            (5,907,945)    (4,319,096)      (800,094)       (788,755)
   Transfer payments to other contracts            (10,028,790)    (6,229,880)    (2,143,609)     (1,655,301)
   Annuity payments                                    (20,258)       (20,258)             -               -
                                                  -------------------------------------------------------------
Decrease in net assets from principal              (12,364,364)    (8,696,352)    (2,141,733)     (1,526,279)
   transactions
                                                  -------------------------------------------------------------
                                                  -------------------------------------------------------------
Total decrease                                     (10,323,171)    (6,988,734)    (1,866,959)     (1,467,478)
                                                  -------------------------------------------------------------
                                                  =============================================================
Net assets at December 31, 1995                   $  5,903,158   $  4,074,988    $   834,687     $   993,483
                                                  =============================================================

See accompanying notes.
</TABLE>


<PAGE>


                         Principal Mutual Life Insurance
                           Company Separate Account C

                          Notes to Financial Statements

                                December 31, 1995



1.  Investment and Accounting Policies

Principal  Mutual Life  Insurance  Company  Separate  Account C was organized by
Principal Mutual Life Insurance  Company  (Principal  Mutual) in accordance with
the provisions of the Iowa Insurance Laws and is a part of the total  operations
of  Principal  Mutual.  The assets and  liabilities  of  Separate  Account C are
clearly  identified and  distinguished  from the other assets and liabilities of
Principal  Mutual,  with the remaining  aggregate value of units registered with
the Securities and Exchange Commission under the current registration  statement
(but not the authorized  number of units) limited to $11.1 million.  As directed
by  eligible  contractholders,  Separate  Account C invests  solely in shares of
Principal Capital Accumulation Fund, Inc., Principal Government Securities Fund,
Inc. and Principal  Money Market Fund,  Inc.,  diversified  open-end  management
investment  companies  organized by Principal Mutual.  Investments are stated at
the closing net asset values per share on December 31, 1995.

The  average  cost  method is used to  determine  realized  gains and  losses on
investments.  Dividends  are taken  into  income on an  accrual  basis as of the
ex-dividend date.

After September 30, 1995, Principal Mutual no longer accepted  contributions for
Pension  Builder  Plus  contracts.  Contractholders  were  given the  options of
withdrawing  their funds or transferring to another  contract.  Contingent sales
charges  were  waived for  contracts  transferred  prior to November  30,  1995.
Contributions   for  Bankers   Flexible   Annuity   contracts  were   previously
discontinued.


2.  Expenses

Principal Mutual is compensated for the following expenses:

   Bankers Flexible  Annuity  Contracts - Mortality and expense risks assumed by
   Principal Mutual are compensated for by a charge equivalent to an annual rate
   of 0.48% of the asset value of each contract. An annual administration charge
   of $7  for  each  participant's  account  is  deducted  as  compensation  for
   administrative   expenses.   The   mortality  and  expense  risk  and  annual
   administration charges amounted to $9,346 and $224, respectively,  during the
   year 1995.  A sales charge of up to 7% was  deducted  from each  contribution
   made on behalf of each  participant.  The sales charge was deducted  from the
   contributions by Principal Mutual prior to their transfer to Separate Account
   C.



<PAGE>


                         Principal Mutual Life Insurance
                           Company Separate Account C

                    Notes to Financial Statements (continued)




2.  Expenses (continued)

   Pension  Builder  Plus  Contracts - Mortality  and expense  risks  assumed by
   Principal Mutual are compensated for by a charge equivalent to an annual rate
   of 1.4965% of the asset value of each contract.  A contingent sales charge of
   up to 7% may be deducted from withdrawals made during the first 10 years of a
   contract,  except for death or permanent disability. An annual administration
   charge  will be deducted  ranging  from a minimum of $25 to a maximum of $275
   depending upon a  participant's  investment  account values and the number of
   participants  under  the  retirement  plan and their  participant  investment
   account value. The charges for mortality and expense risks,  contingent sales
   and  annual  administration  amounted  to  $119,725,   $2,714,  and  $25,927,
   respectively, during the year 1995.


3.  Federal Income Taxes

Operations  of  Separate  Account C are a part of the  operations  of  Principal
Mutual.  Under  current  practice,  no federal  income  taxes are  allocated  by
Principal  Mutual to the operations of Principal  Mutual Life Insurance  Company
Separate Account C.


4.  Purchases and Sales of Investment Securities

<TABLE>
<CAPTION>
The aggregate units and cost of purchases and proceeds from sales of investments
were as follows:

                                                          For the year ended December 31, 1995
                                            ------------------------------------------------------------------
                                            Units Purchased Amount Purchased Units Redeemed  Amount Redeemed
                                            ------------------------------------------------------------------
                                            ------------------------------------------------------------------
   Common Stock Division:
<S>                                                <C>          <C>               <C>           <C>          
     Bankers Flexible Annuity                            -      $   167,512          31,593     $     441,825
     Pension Builder Plus                          650,439        2,229,252       3,524,489        10,227,852
                                            ------------------------------------------------------------------
                                            ------------------------------------------------------------------
                                                   650,439        2,396,764       3,556,082        10,669,677

   Government Securities Division:
     Pension Builder Plus                          494,421          866,680       1,762,773         2,971,752

   Money Market Division:
     Pension Builder Plus                          535,936        1,006,023       1,424,097         2,473,501
                                            ------------------------------------------------------------------
                                            ==================================================================
                                                 1,680,796       $4,269,467       6,742,952       $16,114,930
                                            ==================================================================
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                         Principal Mutual Life Insurance
                           Company Separate Account C

                    Notes to Financial Statements (continued)




4.  Purchases and Sales of Investment Securities (continued)

                                                          For the year ended December 31, 1994
                                            ------------------------------------------------------------------
                                            Units Purchased Amount Purchased Units Redeemed  Amount Redeemed
                                            ------------------------------------------------------------------
                                            ------------------------------------------------------------------
   Common Stock Division:
<S>                                              <C>            <C>             <C>            <C>          
     Bankers Flexible Annuity                          917      $   105,888        21,976      $     287,677
     Pension Builder Plus                        1,103,649        3,461,092     2,346,403          6,384,992
                                            ------------------------------------------------------------------
                                            ------------------------------------------------------------------
                                                 1,104,566        3,566,980     2,368,379          6,672,669

   Government Securities Division:
     Pension Builder Plus                          694,572        1,331,843     1,473,324          2,395,855

   Money Market Division:
     Pension Builder Plus                          554,953        1,032,529       796,873          1,380,504
                                            ------------------------------------------------------------------
                                            ==================================================================
                                                 2,354,091       $5,931,352     4,638,576        $10,449,028
                                            ==================================================================
</TABLE>

Purchases include reinvested dividends and capital gains.

Money Market purchases include transactions where investment allocations are not
known at the time of the deposit.  Redemptions reflect subsequent allocations to
directed investment divisions.


5.  Net Assets

<TABLE>
<CAPTION>
Net assets at December 31, 1995 consisted of the following:

                                                                                          Net Unrealized
                                                                         Accumulated       Appreciation
                                                           Unit         Net Investment    of Investments
                                          Combined     Transactions         Income
                                       -------------------------------------------------------------------
                                       -------------------------------------------------------------------
   Common Stock Division:
<S>                                      <C>             <C>             <C>                 <C>     
     Bankers Flexible Annuity            $1,684,943      $   295,274     $   969,242         $420,427
     Pension Builder Plus                 2,390,045        1,824,492         342,023          223,530
                                       -------------------------------------------------------------------
                                       -------------------------------------------------------------------
                                          4,074,988        2,119,766       1,311,265          643,957
   Government Securities Division:
     Pension Builder Plus                   834,687          723,461          85,690           25,536
   Money Market Division:
     Pension Builder Plus                   993,483          927,106          66,377                -
                                       -------------------------------------------------------------------
                                       ===================================================================
                                         $5,903,158       $3,770,333      $1,463,332         $669,493
                                       ===================================================================
</TABLE>

<PAGE>

                         Report of Independent Auditors


Board of Directors and Participants
Principal Mutual Life Insurance Company


We have audited the  accompanying  statement  of net assets of Principal  Mutual
Life Insurance Company Separate Account C (comprising,  respectively, the Common
Stock,  Government  Securities,  and Money Market  Divisions) as of December 31,
1995,  and the related  statements  of operations  for the year then ended,  and
changes in net assets for each of the two years in the period then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995, by correspondence with
the transfer agent. An audit also includes  assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Principal Mutual Life Insurance
Company  Separate  Account  C at  December  31,  1995,  and the  results  of its
operations  for the year then ended,  and the changes in its net assets for each
of the two years in the period then ended, in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

February 7, 1996
<PAGE>


                     Principal Mutual Life Insurance Company

                        Statements of Financial Position




                                                       December 31
                                                    1995         1994
                                                ---------------------------
                                                       (In Millions)

Assets
Bonds                                              $21,798      $20,626
Preferred stocks                                        93           69
Common stocks                                        1,330          914
Investment in subsidiaries                             546          501
Commercial mortgage loans                            9,794        8,901
Residential mortgage loans                             234          287
Investment real estate                               1,313        1,155
Properties held for Company use                        204          159
Policy loans                                           711          683
Cash and short-term investments                        913          485
Accrued investment income                              467          468
Separate account assets                             12,957        9,197
Other assets                                           908          672
                                                ---------------------------
Total assets                                       $51,268      $44,117
                                                ===========================
                                             
Liabilities
Insurance reserves                                $  6,297     $  6,007
Annuity reserves                                    25,770       24,311
Reserves for policy dividends                          578          583
Other policy liabilities                               748          618
Investment valuation reserves                        1,041          792
Tax liabilities                                        241          189
Separate account liabilities                        12,891        9,099
Other liabilities                                    1,494          591
                                                ---------------------------
Total liabilities                                   49,060       42,190

Surplus
Surplus notes                                          298          298
Unassigned and other surplus funds                   1,910        1,629
                                                ---------------------------
Total surplus                                        2,208        1,927
                                                ---------------------------
                                                
Total liabilities and surplus                      $51,268      $44,117
                                                ===========================



See accompanying notes.



<PAGE>


<TABLE>
<CAPTION>
                     Principal Mutual Life Insurance Company

                      Statements of Operations and Surplus




                                                                         Year ended December 31
                                                                    1995           1994          1993
                                                                ------------------------------------------
                                                                              (In Millions)
Income
<S>                                                                <C>           <C>           <C>     
Premiums and annuity and other considerations                      $11,940       $10,718       $  9,983
Net income from investments                                          2,651         2,520          2,369
Other income                                                            25           505             18
                                                                ------------------------------------------
Total income                                                        14,616        13,743         12,370

Benefits and expenses
Benefit payments other than dividends                                9,268         8,211          6,729
Dividends to policyowners                                              309           317            410
Additions to policyowner reserves                                    3,439         3,756          3,890
Insurance expenses and taxes                                         1,199         1,145          1,029
                                                                ------------------------------------------
Total benefits and expenses                                         14,215        13,429         12,058
                                                                ------------------------------------------

Income before federal income taxes and realized capital gains
   (losses)                                                            401           314            312

Federal income taxes                                                   140           130             48
                                                                ------------------------------------------
                                                                
Net gain from operations before realized capital gains (losses)
                                                                       261           184            264

Realized capital gains (losses)                                          2           (32)           (52)
                                                                ------------------------------------------
Net income                                                       $     263     $     152      $     212
                                                                ==========================================
                                                               
Surplus
Surplus at beginning of year                                      $  1,927      $  1,641       $  1,440
Net income                                                             263           152            212
Issuance of surplus notes                                                -           298              -
Increase in investment valuation reserves                             (249)         (131)           (43)
Increase in non-admitted assets and related items                      (45)          (51)           (59)
Net unrealized capital gains                                           326            47             57
Adjustment for prior years' federal income taxes                         -           (63)             -
Net policyowner reserve adjustments                                      1            31             18
Other adjustments - net                                                (15)            3             16
                                                                ------------------------------------------
Surplus at end of year                                            $  2,208      $  1,927       $  1,641
                                                                ==========================================

See accompanying notes.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                     Principal Mutual Life Insurance Company

                            Statements of Cash Flows



                                                                               Year ended December 31
                                                                          1995          1994          1993
                                                                      ------------------------------------------
                                                                                     (In Millions)
CASH PROVIDED
Proceeds from operating activities
<S>                                                                       <C>           <C>          <C>     
   Premiums and annuity and other considerations received                 $11,923       $10,711      $  9,967
   Net investment income received                                           2,723         2,509         2,421
   Benefit payments other than dividends                                   (9,277)       (8,186)       (6,700)
   Dividends paid to policyowners                                            (317)         (293)         (396)
   Insurance expenses and taxes paid                                       (1,198)       (1,159)       (1,007)
   Federal income taxes paid                                                 (125)          (67)         (119)
   Transfers for separate account operations                               (1,549)       (1,396)       (1,120)
   Other                                                                       (3)            7            (5)
                                                                      ------------------------------------------
   Net cash provided from operations                                        2,177         2,126         3,041

Proceeds from investments sold, matured or repaid
   Bonds and stocks                                                        12,028        10,951        20,072
   Mortgage loans                                                           1,276         2,043         6,852
   Real estate and other invested assets                                       70           168            37
   Tax on capital gains                                                       (22)          (25)          (29)
                                                                      ------------------------------------------
   Total cash provided from investments                                    13,352        13,137        26,932

Issuance of surplus notes                                                       -           298             -
Other cash provided                                                           793             -            85
                                                                      ------------------------------------------
Total cash provided                                                        16,322        15,561        30,058

CASH APPLIED
Cost of investments acquired
   Bonds and stocks acquired                                              (13,234)      (13,709)      (22,434)
   Mortgage loans acquired or originated                                   (2,265)       (1,611)       (7,253)
   Real estate and other invested assets acquired                            (195)          (91)         (132)
                                                                      ------------------------------------------
   Total cash applied to investments                                      (15,694)      (15,411)      (29,819)

Other cash applied                                                           (200)         (135)          (72)
                                                                      ------------------------------------------
Total cash applied                                                        (15,894)      (15,546)      (29,891)

SHORT-TERM BORROWINGS
   Proceeds of short-term borrowings                                          990         3,152         1,743
   Repayment of short-term borrowings                                        (990)       (3,152)       (1,743)
                                                                      ------------------------------------------
   Net cash provided by short-term borrowings                                  -             -             -
                                                                      ------------------------------------------
   Net increase in cash and short-term investments                            428            15           167

Cash and short-term investments at beginning of year                          485           470           303
                                                                      ------------------------------------------
Cash and short-term investments at end of year                          $     913     $     485     $     470
                                                                      ==========================================

See accompanying notes.
</TABLE>


<PAGE>


                     Principal Mutual Life Insurance Company

                          Notes to Financial Statements

                                December 31, 1995


1.  Nature of Operations and Significant Accounting Policies

Description of Business

Principal  Mutual Life Insurance  Company (the Company) is primarily  engaged in
the marketing  and  management of life  insurance,  annuity,  health and pension
products.  In addition,  the Company provides  various other financial  services
through its subsidiaries.

Use of Estimates in the Preparation of Financial Statements

The preparation of the Company's  financial  statements and  accompanying  notes
requires  management to make estimates and  assumptions  that affect the amounts
reported and  disclosed.  These  estimates and  assumptions  could change in the
future as more  information  becomes  known,  which  could  impact  the  amounts
reported and disclosed in the financial statements and accompanying notes.

Basis of Presentation

The Company's financial statements have been prepared on the basis of accounting
practices prescribed or permitted by the Insurance Division of the Department of
Commerce of the State of Iowa (statutory accounting practices),  which practices
are currently  regarded as generally accepted  accounting  principles (GAAP) for
mutual life insurance companies.

Beginning in 1996,  however,  under the  requirements  of  Financial  Accounting
Standards  Board  (FASB)  Interpretation  No. 40,  "Applicability  of  Generally
Accepted Accounting  Principles to Mutual Life Insurance and Other Enterprises,"
as amended,  financial  statements prepared on the basis of statutory accounting
practices will no longer be described as prepared "in conformity with GAAP." The
Accounting  Standards Executive Committee of the American Institute of Certified
Public  Accountants and the FASB issued  authoritative  accounting and reporting
pronouncements in January 1995, effective for calendar year 1996, addressing how
mutual life insurance companies should account for certain insurance activities.
Applying  the  provisions  of  these  authoritative   accounting  and  reporting
pronouncements may result in surplus and net income that differ from the amounts
reported under existing statutory accounting practices.  The Company has not yet
determined the impact of these pronouncements on its financial  statements.  The
Company plans to issue  general-purpose  financial  statements for calendar year
1996 that follow  these  authoritative  pronouncements  and will be described as
prepared in conformity with GAAP. These  statutory-basis  financial  statements,
however, will continue to be required by insurance regulatory authorities.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




1.  Nature of Operations and Significant Accounting Policies (continued)

The National  Association of Insurance  Commissioners (NAIC) currently is in the
process of recodifying  statutory accounting  practices,  the result of which is
expected to  constitute  the only source of  "prescribed"  statutory  accounting
practices.  Accordingly,  that  project,  which is not  expected to be completed
before 1997, will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the Company
uses to prepare its statutory-basis financial statements.

Subsidiaries

Investment in subsidiaries  is reported at equity in net assets  determined on a
statutory  basis  for  insurance  subsidiaries  and on the  basis of  prescribed
valuation  alternatives for  non-insurance  subsidiaries,  resulting in carrying
values  periodically  approved by the Securities  Valuation  Office of the NAIC.
Total assets of these  unconsolidated  subsidiaries  amounted to $2.6 billion at
December 31, 1995 and $2.1 billion at December 31, 1994, and total revenues were
$1,190  million in 1995,  $911 million in 1994 and $669 million in 1993.  During
1995, 1994 and 1993, the Company included $(48) million,  $(2) million and $(37)
million,  respectively,  in net income from investments representing the current
year net losses of its subsidiaries.

Investments

Investments in bonds,  short-term  investments,  and commercial and  residential
mortgage  loans are reported  principally  at cost (unpaid  principal  balance),
adjusted for  amortization  of premiums and accrual of discounts,  both computed
using the interest  method;  policy loans and  investments  in preferred  stocks
primarily  at cost;  common  stocks at market  value based on the latest  quoted
market prices;  and  investments in real estate and properties  held for Company
use generally at cost less  encumbrances and accumulated  depreciation.  For the
loan-backed  and  structured  securities  included  in the bond  portfolio,  the
Company  recognizes  income using the prospective  method which results in a new
constant  effective  yield  based  on  currently   anticipated   prepayments  as
determined by broker-dealer  surveys or internal estimates.  Properties acquired
through loan  foreclosures  with  cumulative  carrying values of $946 million at
December  31, 1995,  and $830 million at December 31, 1994,  are recorded at the
lower of cost  (principal  balance of the former  mortgage  loan) or fair market
value at the time of foreclosure or receipt of deed in lieu of foreclosure. This
becomes  the new  cost  basis of the  real  estate  and is  subject  to  further
potential  carrying value  reductions as a result of depreciation  and quarterly
valuation  determinations.  Depreciation  expense is computed  primarily  on the
basis of accelerated and  straight-line  methods over the estimated useful lives
of the  assets.  Other  admitted  assets  are valued as  prescribed  by the Iowa
Insurance  laws.  Net  realized  capital  gains and  losses on  investments  are
determined using the specific identification basis.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




1.  Nature of Operations and Significant Accounting Policies (continued)

The Asset Valuation Reserve (AVR) provides a reserve for losses from investments
in bonds,  preferred and common stocks,  mortgage loans, real estate,  and other
invested assets,  with related increases or decreases being recorded directly to
surplus.  At  December  31, 1995 and 1994,  the AVR was $1,041  million and $792
million,  respectively.  At both December 31, 1995 and 1994,  other  liabilities
include  additional   investment  reserves  of  $36  million  and  $51  million,
respectively,  of which $9 million is required by statutory accounting practices
as a provision for potential losses on specific mortgages in default. Unrealized
capital  gains and losses on  investments,  including  changes in  mortgage  and
security reserves, are recorded directly in surplus.  Comparable adjustments are
also made to the AVR.

The Interest Maintenance Reserve (IMR) primarily defers certain interest-related
gains and losses (net of tax) on fixed  income  securities  which are  amortized
into net income  from  investments  over the  estimated  remaining  lives of the
investments  sold. At December 31, 1995 and 1994,  the IMR, which is included in
other liabilities, was $109 million and $52 million, respectively.

In  connection  with  preparation  of its  statement of cash flows,  the Company
considers all highly liquid investments with a maturity of one year or less when
purchased to be short-term investments.

Fair Values of Financial Instruments

The Company has  accumulated  information to disclose the fair values of certain
financial  instruments,  whether or not recognized in the statement of financial
position,  as  required  by  the  FASB.  The  FASB  excludes  certain  financial
instruments and all nonfinancial  instruments from its disclosure  requirements.
The  aggregate  fair value asset  amounts for  investments  (including  cash and
short-term investments, policy loans and accrued investment income and excluding
investment in  subsidiaries  and investment real estate) are presented in Note 2
(carrying value: 1995 - $35.3 billion,  1994 - $32.4 billion; fair value: 1995 -
$37.5 billion,  1994 - $31.9  billion).  Fair value  information for derivatives
held  or  issued  for  purposes  other  than  trading  is  presented  in Note 3.
Information  for certain of the  Company's  reserves  and  liabilities  that are
investment-type contracts (insurance, annuity and other policy contracts that do
not involve  significant  mortality  or  morbidity  risk) is presented in Note 4
(carrying value: 1995 - $21.4 billion,  1994 - $20.0 billion; fair value: 1995 -
$22.0 billion,  1994 - $19.5 billion).  Those referenced notes also describe the
methods and  assumptions  utilized by the Company in  estimating  its fair value
disclosures for financial  instruments.  Those techniques utilized in estimating
the fair values of financial  instruments are affected by the assumptions  used,
including  discount  rates and estimates of the amount and timing of future cash
flows.  Care should be exercised  in deriving  conclusions  about the  Company's
business, its value or financial position based on the fair value information of
certain financial instruments presented in the referenced notes.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




1.  Nature of Operations and Significant Accounting Policies (continued)

Futures and Forward Contracts and Interest Rate and Equity Swaps

The Company uses financial futures contracts,  forward purchase  commitments and
interest rate swaps to hedge risks  associated  with interest rate  fluctuations
and uses equity  swaps to hedge risks  associated  with market  fluctuations  of
certain  unaffiliated common stocks.  Realized capital gains and losses on those
contracts  which hedge risks  associated  with  interest rate  fluctuations  are
amortized  over the  remaining  lives of the  underlying  assets,  primarily  by
including them in the IMR. Realized capital gains and losses on equity swaps are
recognized in the period incurred.

Reserves for Insurance, Annuity and Accident and Health Policies

The reserves for life, health and annuity  policies,  all developed by actuarial
methods,  are established and maintained on the basis of mortality and morbidity
tables using assumed interest rates and valuation methods that will provide,  in
the aggregate,  reserves that are greater than the minimum valuation required by
law or  guaranteed  policy cash  values.  The  cumulative  effects of changes in
valuation  bases  at  the  beginning  of the  year  for  previously  established
policyowner  reserves  are  included  as  adjustments  to  surplus.  Significant
decreases  in  valuation  bases are  approved by the  Insurance  Division of the
Department of Commerce of the State of Iowa.

The  liability  for  unpaid  accident  and  health  claims is  determined  using
statistical  analyses and case basis evaluations.  This liability is an estimate
of the ultimate net cost of all reported and unreported  losses that are unpaid.
This liability is determined using estimates of future trends in claim severity,
frequency,  and other factors that could vary as claims are ultimately  settled.
Although  considerable  variability is inherent in such  estimates,  the Company
believes that the liability for unpaid claims is adequate.  These  estimates are
continually  reviewed and, as adjustments to this  liability  become  necessary,
such adjustments are reflected in current operations.

Recognition of Premium Revenues and Costs

For life and annuity  contracts,  premiums are  recognized  as revenues over the
premium-paying  period,  whereas  commissions and other costs  applicable to the
acquisition of new business are charged to operations as incurred.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




1.  Nature of Operations and Significant Accounting Policies (continued)

Reinsurance

The Company reinsures certain of its risks. Reinsurance premiums,  expenses, and
reserves  related to reinsured  business are accounted  for on bases  consistent
with those used in accounting for the original  policies issued and the terms of
the  reinsurance  contracts.  Premiums  ceded  to  other  companies  (1995 - $27
million,  1994 - $21 million and 1993 - $19 million) are reported as a reduction
of premium income, and insurance  reserves  applicable to reinsurance ceded have
also been  reported as  reductions of these items (1995 - $33 million and 1994 -
$24 million).  The Company is  contingently  liable with respect to  reinsurance
ceded to other  companies  in the  event  the  reinsurer  is  unable to meet the
obligations that it has assumed.

Separate Accounts

The separate accounts presented in the financial  statements  represent the fair
market  value of funds  that are  separately  administered  by the  Company  for
contracts with equity,  real estate and fixed-income  investments.  The separate
account  contract owner,  rather than the Company,  bears the investment risk of
these  funds.  The  Company  receives a fee for  administrative  and  investment
advisory services.

Separate  account assets and  liabilities  are disclosed in the aggregate in the
statements of financial  position.  The  statements  of  operations  include the
premiums,  increases in  reserves,  benefits,  and other items  arising from the
operations of the separate  accounts of the Company.  The  statements of surplus
reflect the gain from operations and surplus of the separate accounts. Such gain
from  operations and surplus arises from the transfer by the Company of funds to
the separate accounts to facilitate their operations.

Reclassifications

Certain  reclassifications  have  been  made  to the  1994  and  1993  financial
statements to conform to the 1995 presentation.


2.  Investments

Investments  in debt  securities,  preferred  stocks,  and other fixed  maturity
instruments  are  generally  held for  investment  purposes  to  maturity,  and,
therefore,  are carried in the  financial  statements  at  amortized  cost.  The
Company's  liabilities,  to which such fixed  maturity  investments  are closely
matched,  are  long-term in nature so the Company does not expect to be required
to sell such securities prior to maturity.


<PAGE>


<TABLE>
<CAPTION>

                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




2.  Investments (continued)

The carrying  values and  estimated  market values of  investments  in bonds and
preferred stocks as of December 31, 1995 and 1994, are as follows (in millions):

                                                                   Gross           Gross        Estimated
                                              Carrying Value    Unrealized      Unrealized        Market
                                                                   Gains          Losses          Value
                                              ---------------------------------------------------------------
   December 31, 1995
   Bonds:
<S>                                              <C>           <C>                  <C>          <C>      
     United States Government and agencies       $     232     $       4            $  -         $     236
     States and political subdivisions                 230            21               -               251
     Corporate - public                              4,374           328              16             4,686
     Corporate - private                            13,877         1,332              15            15,194
     Mortgage-backed securities                      3,085           134               4             3,215
                                              ---------------------------------------------------------------
                                                    21,798         1,819              35            23,582
   Preferred stocks                                     93            12               -               105
                                              ---------------------------------------------------------------
                                                   $21,891        $1,831             $35           $23,687
                                              ===============================================================
   December 31, 1994
   Bonds:
     United States Government and agencies       $     111        $    1          $    4         $     108
     States and political subdivisions                 198             2              12               188
     Corporate - public                              3,986            74             142             3,918
     Corporate - private                            13,678           365             391            13,652
     Mortgage-backed securities                      2,653             2             166             2,489
                                              ---------------------------------------------------------------
                                                    20,626           444             715            20,355
   Preferred stocks                                     69             4               2                71
                                              ---------------------------------------------------------------
                                                   $20,695          $448            $717           $20,426
                                              ===============================================================
</TABLE>

Market values of public bonds and preferred  stocks have been  determined by the
Company from public  quotations,  when available,  or bonds have been assigned a
market rate by the Securities  Valuation Office of the NAIC.  Private  placement
securities are valued by discounting the expected total cash flows. Market rates
used are applicable to the yield,  credit  quality and average  maturity of each
security.



<PAGE>


<TABLE>
<CAPTION>
                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




2.  Investments (continued)

The carrying  values and estimated  market values of bonds at December 31, 1995,
by expected maturity, are as follows (in millions):

                                                                      Carrying Value   Estimated Market
                                                                                            Value
                                                                      ------------------------------------
                                                                      
<S>                                                                     <C>               <C>      
   Due in one year or less                                              $     747         $     768
   Due after one year through five years                                    6,878             7,271
   Due after five years through ten years                                   6,189             6,695
   Due after ten years                                                      3,176             3,657
                                                                      ------------------------------------
                                                                           16,990            18,391
   Mortgage-backed and other securities without
     a single maturity date                                                 4,808             5,191
                                                                      ------------------------------------
   Total                                                                  $21,798           $23,582
                                                                      ====================================
</TABLE>

<TABLE>
<CAPTION>
The carrying value and estimated  market value of mortgage loans at December 31,
1995 and 1994, are as follows (in millions):

                                                       1995                             1994
                                                -----------------                 -----------------
                                                             Estimated                    Estimated Market
                                          Carrying Value      Market      Carrying Value       Value
                                                               Value
                                          -----------------------------------------------------------------

<S>                                            <C>            <C>              <C>             <C>   
   Commercial mortgage loans                   $9,794         $10,129          $8,901          $8,580
   Residential mortgage loans                     234             262             287             299
</TABLE>

Market  values of  commercial  mortgage  loans are  valued  by  discounting  the
expected  total cash flows using market rates that are  applicable to the yield,
credit quality, and maturity of each loan. Market values of residential mortgage
loans are valued by a pricing and  servicing  model using  market rates that are
applicable to the yield, rate structure,  credit quality,  size, and maturity of
each loan. The carrying value for policy loans approximates the fair value.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




2.  Investments (continued)

Major  categories  of income  from  investments  are  summarized  as follows (in
millions):

                                             Year ended December 31
                                        1995          1994          1993
                                    ------------------------------------------

   Bonds                                $1,761        $1,622        $1,549
   Preferred stocks                          6             3             2
   Common stocks                            35            22            26
   Investment in subsidiaries              (48)           (2)          (37)
   Mortgage loans                          808           766           811
   Investment real estate                  211           179           129
   Policy loans                             48            44            44
   Cash and short-term investments          29            20             6
   Other                                    18            48             1
                                    ------------------------------------------
                                         2,868         2,702         2,531

   Less investment expenses                217           182           162
                                    ------------------------------------------
   Net income from investments          $2,651        $2,520        $2,369
                                    ==========================================

<TABLE>
<CAPTION>
The major components of realized capital gains (losses) on investments reflected
in operations,  and unrealized  capital gains (losses) on investments  reflected
directly in surplus, are summarized as follows (in millions):

                                                     Realized                         Unrealized
                                             1995      1994      1993         1995      1994      1993
                                          ---------------------------------   -----------------------------
                                                    
<S>                                           <C>      <C>        <C>         <C>        <C>      <C>  
   Bonds                                      $101     $(133)     $150        $ (17)     $32      $(32)
   Preferred stocks                             (1)        -       (11)           1       (7)       11
   Common stocks                                32         6        29          398        7        23
   Mortgage loans                              (24)      (34)      (81)           9        3        41
   Investment real estate                        7         3         1            5        6        (1)
   Investment in subsidiaries                    1        32         -           (6)       6        (5)
   Other                                         4        45       (44)          (1)       -        20
                                           ------------------------------   -----------------------------
   Net capital gains (losses)                  120       (81)       44          389       47        57

   Related federal income taxes                (41)        6       (26)         (63)       -         -
   Transferred (to) from interest
     maintenance reserve                       (77)       43       (70)           -        -         -
                                           ==============================   =============================
   Total capital gains (losses)             $    2    $  (32)     $(52)        $326      $47       $57
                                           ==============================   =============================
</TABLE>

<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




2.  Investments (continued)

Proceeds  from  sales  of  investments  (excluding  maturity  proceeds)  in debt
securities  were $6.5 billion in both 1995 and 1994,  and $11.9 billion in 1993.
Gross gains of $93 million, $53 million and $173 million and gross losses of $54
million, $213 million and $65 million in 1995, 1994 and 1993, respectively, were
realized on those sales. Of the 1995, 1994 and 1993 proceeds, $6.1 billion, $5.7
billion and $11.5  billion,  respectively,  relates to sales of  mortgage-backed
securities.   The  Company  actively  manages  its  mortgage-backed   securities
portfolio to control  prepayment risk.  Gross gains of $66 million,  $19 million
and $152 million and gross  losses of $17 million,  $139 million and $29 million
in 1995, 1994 and 1993, respectively,  were realized on sales of mortgage-backed
securities.  At December 31, 1995,  the Company had security  purchases  payable
totaling $426 million relating to the purchases of mortgage-backed securities at
forward dates.

The  Company  has  a  revolving  credit  agreement  with  Principal  Residential
Mortgage,  Inc., a wholly-owned subsidiary which conducts the Company's mortgage
banking operations,  of up to $800 million,  which had a balance of $458 million
outstanding at December 31, 1995.

Commercial  mortgage loans and corporate  private  placement bonds originated or
acquired by the Company represent its primary areas of credit risk exposure.  At
December 31, 1995 and 1994, the commercial  mortgage portfolio is diversified by
geographic region and specific collateral property type as follows:

<TABLE>
<CAPTION>
               Geographic Distribution                             Property Type Distribution
         ----------------------------------                   --------------------------------------
                                    December 31                                   December 31
                                  1995        1994                              1995       1994
                               -----------------------                       -----------------------
                               
<S>                                <C>         <C>       <C>                    <C>        <C>
   South Atlantic                  22%         21%       Industrial              43%        47%
   Pacific                         34          38        Office                  26         24
   Mid Atlantic                    17          17        Retail                  26         24
   North Central                   14          13        Other                    5          5
   South Central                    7           6
   New England                      4           3
   Mountain                         2           2
</TABLE>

The corporate  private  placement  bond  portfolio is  diversified by issuer and
industry.  Restrictive  bond  covenants are monitored by the Company to regulate
the activities of issuers and control their leveraging  capabilities.  Under the
NAIC bond classification system, 99.8% and 99.7% of the Company's bond portfolio
were carried at amortized cost at December 31, 1995 and 1994, respectively, with
the remainder carried at the lower of amortized cost or market value.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




2.  Investments (continued)

Effective  December 29, 1995, the Company  entered into  short-term  equity swap
agreements  to mitigate its exposure to declines in the value of about  one-half
of its marketable  common stock portfolio.  Under the agreements,  the return on
that portion of the Company's  marketable common stock portfolio was swapped for
a fixed short-term interest rate. At December 31, 1995, there was no realized or
unrealized  gains  or  losses  recorded  on  the  equity  swap  agreements  and,
accordingly,  there was no credit  exposure.  The  unrealized  appreciation  and
depreciation of marketable common stocks  recognized in the Company's  statement
of  financial  position  were $814  million and $85  million,  respectively,  at
December 31, 1995.

Investment  real estate  includes  properties  directly owned by the Company and
investments  in  subsidiaries  include  properties  owned  jointly  with venture
partners and operated by the partners.  Joint  ventures in which the Company has
an  interest  have  mortgage  loans  with the  Company  of $2.2  billion at both
December 31, 1995 and  December  31,  1994.  The Company is committed to provide
additional  mortgage financing for such joint ventures  aggregating $304 million
at December 31, 1995.


3.  Derivatives Held or Issued for Purposes Other Than Trading

The Company uses exchange-traded  interest rate futures and forward contracts to
hedge against  interest rate risks.  The Company attempts to match the timing of
when interest rates are committed on insurance  products and on new investments.
However,  timing  differences do occur and can expose the Company to fluctuating
interest rates. Interest rate futures and forward contracts are used to minimize
these  risks.  In these  contracts,  the Company is subject to the risk that the
counterparties  will fail to perform and to the risks associated with changes in
the value of the underlying securities; however, such changes in value generally
are  offset by  opposite  changes  in the  value of the  hedged  items.  Futures
contracts  are  marked  to  market  and  settled  daily,   which  minimizes  the
counterparty  risk. The notional amounts of futures and forward  contracts ($303
million at December  31, 1995,  and $80 million at December 31, 1994)  represent
the extent of the Company's involvement but not the risk of loss.

The  Company  enters  into  interest  rate swaps to  minimize  its  exposure  to
fluctuations  in interest  rates and to correct  duration  mismatches.  The most
common use is to modify the duration of an asset or portfolio, a less common use
is to convert a  floating  rate asset  into a fixed  rate  asset.  The  notional
principal  amounts of the swaps  outstanding at December 31, 1995 and 1994, were
$599 million and $586 million, respectively, and the credit exposure at December
31, 1995 and  December 31, 1994 was $8 million.  The  Company's  current  credit
exposure  on swaps is  limited  to the value of  interest  rate  swaps that have
become favorable to the Company.  The average  unexpired terms of the swaps were
approximately three years at both December 31, 1995 and 1994, respectively.  The
net  amount  payable or  receivable  from  interest  rate swaps is accrued as an
adjustment  to interest  income.  The Company's  interest  rate swap  agreements
include  cross-default  provisions  when two or more swaps are transacted with a
given counterparty.


<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




3.  Derivatives Held or Issued for Purposes Other Than Trading (continued)

The Company  enters into currency  exchange swap  agreements to convert  certain
foreign  denominated fixed rate assets into dollar denominated fixed rate assets
and eliminate the exposure to future currency volatility on those securities. At
December 31, 1995, the Company had various foreign currency exchange  agreements
with  maturities  ranging from 1995 to 2002,  with an aggregate  notional amount
involved of  approximately  $312 million and the credit exposure was $4 million.
The average unexpired term of the swaps was approximately five years at December
31, 1995.


4.  Insurance, Annuity and Accident and Health Reserves

The carrying  values and fair values of the Company's  reserves and  liabilities

for  investment-type  insurance  contracts  (which  are  only a  portion  of the
insurance reserves,  annuity reserves, and other policy liabilities appearing in
the  statement  of  financial  position)  at  December  31,  1995 and 1994,  are
summarized as follows (in millions):

<TABLE>
<CAPTION>
                                                    1995                               1994
                                     ----------------------------------------------------------------------
                                      Carrying Value        Fair         Carrying Value        Fair
                                                            Value                              Value
                                     ----------------------------------------------------------------------

<S>                                    <C>              <C>               <C>              <C>       
   Insurance reserves                  $       30       $       33        $       30       $       30
   Annuity reserves                        20,989           21,524            19,714           19,168
   Other policy liabilities                   398              403               270              270
                                     ----------------------------------------------------------------------
   Total                                  $21,417          $21,960           $20,014          $19,468
                                     ======================================================================
</TABLE>

The fair values for the Company's reserves and liabilities under investment-type
contracts  (insurance,  annuity and other policy  contracts  that do not involve
significant  mortality or morbidity  risk) are estimated  using  discounted cash
flow  analyses  (based on current  interest  rates  being  offered  for  similar
contracts   with   maturities   consistent   with   those   remaining   for  the
investment-type contracts being valued) or surrender values.

The fair values for the Company's  insurance contracts  (insurance,  annuity and
other policy contracts that do involve significant mortality or morbidity risk),
other than  investment-type  contracts,  are not required to be  disclosed.  The
Company does consider,  however,  the various  insurance and investment risks in
choosing investments for both insurance and investment-type contracts.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




4.  Insurance, Annuity and Accident and Health Reserves (continued)

Activity  in the  liability  for unpaid  accident  and health  claims,  which is
included  with  insurance  reserves in the statement of financial  position,  is
summarized as follows (in millions):

                                          Year ended December 31
                                     1995          1994          1993
                                 ------------------------------------------

   Balance at beginning of year     $   844       $   723       $   657

   Incurred:
     Current year                     2,665         2,735         2,307
     Prior years                        (24)         (105)          (37)
                                 ------------------------------------------
     Total incurred                     2,641         2,630         2,270

   Payments:
     Current year                     2,196         2,065         1,814
     Prior years                        481           444           390
                                 ------------------------------------------
   Total payments                     2,677         2,509         2,204
                                 ------------------------------------------

   Balance at end of year:
     Current year                       469           670           493
     Prior years                        339           174           230
                                 ------------------------------------------
     Total balance at end of year   $   808       $   844       $   723
                                 ==========================================


5.  Federal Income Taxes

The Company  files a  consolidated  income tax return that  includes  all of its
qualifying subsidiaries,  and has a policy of allocating income tax expenses and
benefits to companies in the group based upon pro rata  contribution  of taxable
income or operating  losses.  The Company is taxed at corporate rates on taxable
income  based on existing  tax laws.  Due to the  inherent  differences  between
income  for  financial  reporting  purposes  and income  for tax  purposes,  the
Company's  provision  for  federal  income  taxes  may not  have  the  customary
relationship of taxes to income.

Deferred  income  taxes are  generally  not  recognized  for the tax  effects of
temporary differences between income for financial reporting purposes and income
for tax purposes.  In 1993,  1994 and 1995,  however,  the Company  recognized a
deferred  tax asset and  operating  benefit  for the tax  effect of  unamortized
deferred  acquisition  costs required for tax purposes.  This deferred tax asset
was non-admitted in accordance with statutory accounting practices. In 1995, the
Company also  recognized a deferred tax liability and surplus charge for the tax
effect of unrealized gains for common stocks identified for sale in 1996.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




5.  Federal Income Taxes (continued)

In December  1994, a U. S. Court of Appeals with  jurisdiction  over the Company
ruled that federal law did not permit mutual life  insurance  companies to use a
negative  recomputed  differential  earnings  rate to compute  their  equity tax
liability  for the  preceding  year.  Accordingly,  the  Company  increased  its
liability for federal income taxes attributable to its equity for years prior to
1994 and  made a  corresponding  adjustment  to  surplus  in the  amount  of $63
million.


6.  Short-Term Borrowings

The Company  issues  commercial  paper to meet its short-term  financing  needs.
There were no  outstanding  borrowings at December 31, 1995 or 1994. The Company
also maintains  credit  facilities  with various banks for short-term  borrowing
purposes.


7.  Employee and Agent Benefits

The Company has defined benefit pension plans covering  substantially all of its
employees and certain  agents.  The  employees  and agents are  generally  first
eligible for the pension plans when they reach age 21. The pension  benefits are
based on the years of service and  generally the  employee's or agent's  average
annual  compensation  during the last five years of employment.  Partial benefit
accrual  of  pension  benefits  is  recognized  from  first   eligibility  until
retirement based on attained service divided by potential service to age 65 with
a minimum of 35 years of potential service.

During 1995, the Company adopted Statement of Financial Standards (SFAS) No. 87,
"Employers'  Accounting  for Pensions,"  and  accordingly  changed its method of
accounting for the costs of defined  benefit pension plans to an accrual method.
Prior  to  this  change,   the  cost  of  pension  benefits  was  recognized  as
contributions  were made to the pension trusts.  The Company's policy is to fund
the cost of  providing  pension  benefits  in the years that the  employees  and
agents are providing service to the Company.  The Company's funding policy is to
deposit the actuarial normal cost and any change in unfunded  accrued  liability
over a 30-year period as a percentage of compensation.

The pension plans' combined funded status,  reconciled to amounts  recognized in
the statements of financial position and statements of operations and surplus as
of and for the years  ended  December  31,  1995 and  1994,  is as  follows  (in
millions):



<PAGE>


<TABLE>
<CAPTION>
                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




7.  Employee and Agent Benefits (continued)

                                                                                      December 31
                                                                                 1995           1994
                                                                             ------------------------------
<S>                                                                               <C>           <C>   
      Actuarial present value of benefit obligations:

      Vested benefit obligation                                                   $437          $324
                                                                             ==============================
      Accumulated benefit obligation                                              $457          $338
                                                                             ==============================
                                                                             
   Plan assets at fair value, primarily affiliated mutual funds
      and investment contracts of the Company                                     $719          $581
   Projected benefit obligation                                                    661           462
                                                                             ------------------------------
   Plan assets in excess of projected benefit obligation                            58           119

   Unrecognized net (gains) losses and funding different from that assumed
      and from changes in assumptions                                               42           (23)
   Unrecognized net transition asset as of January 1, 1994                         (72)          (83)
                                                                             ------------------------------
   Prepaid pension asset (non-admitted)                                          $  28         $  13
                                                                             ==============================

Net periodic pension income included the following components (in millions):

                                                                                Year ended December 31
                                                                                 1995           1994
                                                                             ------------------------------
   Service cost                                                                    $22           $26
   Interest cost on projected benefit obligation                                    39            37
   Actual return on plan assets                                                   (144)            6
   Net amortization and deferral                                                    79           (72)
                                                                             ------------------------------
   Total net periodic pension income                                              $ (4)         $ (3)
                                                                             ==============================
</TABLE>

During 1994 and 1993, $10 million and $8 million,  respectively,  was charged to
expense and  contributed  to the trusts  previously  established  to provide for
future costs of pension  benefits.  During 1995, $12 million was  contributed to
these pension trusts. In addition,  to adjust the pension  accounting to the new
method required by SFAS No. 87 and to make the change effective as of January 1,
1994, surplus as of January 1, 1995 has been increased by $13 million. According
to the requirements of statutory accounting practices,  pension expense for 1994
has  not  been  restated  and the  1994  pension  amounts  shown  above  are for
comparative  purposes  only.  The pension asset at January 1, 1995 ($13 million)
and December 31, 1995 ($28 million) was  non-admitted as prescribed by statutory
accounting practices.



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




7.  Employee and Agent Benefits (continued)

The  weighted-average  assumed  discount rate used in determining  the projected
benefit obligation was 7% and 8.5% at December 31, 1995 and 1994,  respectively.
Some of the trusts  holding the plan assets are subject to federal  income taxes
at a 35% tax rate while others are not subject to federal income taxes. For both
1995 and 1994,  the  expected  long-term  rates of return  on plan  assets  were
approximately  6% (after  estimated  income  taxes) for those trusts  subject to
federal  income  taxes and  approximately  10% for those  trusts not  subject to
federal income taxes. The assumed rate of increase in future compensation levels
varies by age for both the qualified and non-qualified pension plans.

In  addition,  the  Company has defined  contribution  plans that are  generally
available to all employees and agents who are age 21 or older and have completed
one year of service.  Eligible  participants  may  contribute up to 15% of their
compensation  or  $9,240  annually  to  the  plans.   The  Company  matches  the
participant's  contribution with a 50% contribution up to a maximum contribution
of 2% of the participant's compensation.  During both 1995 and 1994, the Company
contributed  $7 million to the defined  contribution  plans.  During 1993,  such
contributions totaled $6 million.

The Company also provides  certain health care,  life  insurance,  and long-term
care  benefits for retired  employees.  Substantially  all  employees  are first
eligible  for these  postretirement  benefits  when  they  reach age 57 and have
completed  ten years of service with the  Company.  Partial  benefit  accrual of
these  health,  life,  and  long-term  care  benefits is  recognized  from first
eligibility  until  retirement  based on attained  service  divided by potential
service to age 65 with a minimum of 35 years of potential service. The Company's
policy is to fund the cost of providing  retiree  benefits in the years that the
employees are providing service to the Company.  The Company's funding policy is
to deposit the  actuarial  normal cost and an accrued  liability  over a 30-year
period as a percentage of compensation.

The  postretirement  plans'  combined  funded  status,   reconciled  to  amounts
recognized  in the  statement of financial  position and statement of operations
and surplus as of and for the years  ended  December  31,  1995 and 1994,  is as
follows (in millions):



<PAGE>


<TABLE>
<CAPTION>
                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)



7.  Employee and Agent Benefits (continued)

                                                                                     December 31
                                                                                 1995            1994
<S>                                                                             <C>              <C>  
                                                                            -------------------------------
   Plan assets at fair value, primarily affiliated mutual funds and
     investment contracts of the Company                                         $208            $155
   Accumulated postretirement benefit obligation:
     Retirees                                                                     (83)            (71)
     Eligible employees                                                           (40)            (31)
                                                                            --------------------------------
  Total accumulated postretirement benefit obligation                            (123)           (102)
                                                                            -------------------------------
  Plan assets in excess of accumulated postretirement benefit obligation
                                                                                   85              53

   Unrecognized net losses and funding different from that assumed and
     from changes in assumptions                                                    3              29
                                                                            -------------------------------
   Postretirement benefit asset (non-admitted)                                  $  88           $  82
                                                                            ===============================
</TABLE>
<TABLE>
<CAPTION>

The net periodic  postretirement  benefit cost included the following components
(in millions):

                                                                                    Year ended
                                                                                    December 31
                                                                             1995       1994      1993
                                                                          --------------------------------
                                                                          
<S>                                                                         <C>       <C>          <C>
   Service cost                                                             $   5     $    4       $ 3
   Interest cost on accumulated postretirement benefit cost                     9          7         6
   Expected return on plan assets                                             (10)       (10)       (6)
   Net amortization of gains and losses                                         1          -         -
                                                                          ================================
   Total net periodic postretirement benefit cost                           $   5     $    1       $ 3
                                                                          ================================
</TABLE>

The  weighted-average  assumed discount rate used in determining the accumulated
postretirement benefit obligation was 7% and 8.5% at December 31, 1995 and 1994,
respectively.  Some of the trusts holding the plan assets are subject to federal
income  taxes at a 35% tax rate while  others are not subject to federal  income
taxes.  For both 1995 and 1994, the expected  long-term  rates of return on plan
assets were  approximately  6% (after  estimated  income taxes) for those trusts
subject  to  federal  income  taxes and  approximately  9% for those  trusts not
subject to federal  income  taxes.  These rates of return on plan assets vary by
benefit type and employee group.

The  assumed  health  care cost trend  rate used in  measuring  the  accumulated
postretirement  benefit obligations starts at 11.5% in 1995, declines to 9.5% in
2001,  and then declines to an ultimate rate of 6.5% in 2036. If the health care
cost trend rate  assumptions  were increased by 1% in each year, the accumulated
postretirement  benefits  obligation  for health  plans as of December  31, 1995
would increase by 11.8% ($10 million). The effect of this 1% increase would also
increase the aggregate of the service cost and interest  cost  components of the
net  periodic  postretirement  benefit  cost of health  plans for the year ended
December 31, 1995 by 13.5% ($1 million).


<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




7.  Employee and Agent Benefits (continued)

These  statutory  accounting  provisions  are similar to  Statement of Financial
Accounting Standards (SFAS) No. 106,  "Employers'  Accounting for Postretirement
Benefits  Other  Than  Pensions,"  issued by the FASB  except  that SFAS No. 106
includes  ineligible  employees  in  the  accumulated   postretirement   benefit
obligation calculations.  The accumulated  postretirement benefit obligation for
ineligible  employees  was $77 million and $48 million at December  31, 1995 and
1994, respectively.


8.  Surplus Notes

On March 10, 1994, the Company  issued $300 million of surplus notes,  including
$200  million  due  March  1,  2024 at a  7.875%  annual  interest  rate and the
remaining  $100  million  due March 1, 2044 at an 8% annual  interest  rate.  No
affiliates  of the Company hold any portion of the surplus  notes.  The discount
and direct costs  associated with issuing these surplus notes is being amortized
to expense over their respective terms using the interest method.  For statutory
accounting  purposes,  these notes are considered a part of total surplus of the
Company. Each payment of interest and principal on the surplus notes may be made
only with the prior  approval of the  Commissioner  of Insurance of the State of
Iowa (the  Commissioner)  and only to the extent that the Company has sufficient
surplus  earnings to make such  payments.  For the years ended December 31, 1995
and 1994, interest of $24 million and $11 million, respectively, was approved by
the  Commissioner,  paid and charged to expense.  Had the accrual of interest on
surplus notes not been subject to approval of the Commissioner, accrued interest
payable on surplus  notes at both  December 31, 1995 and 1994 would have been $8
million.

Subject to  Commissioner  approval,  the surplus  notes due March 1, 2024 may be
redeemed at the Company's election on or after March 1, 2004 in whole or in part
at a  redemption  price of  approximately  103.6% of par. The  approximate  3.6%
premium is scheduled to gradually  diminish over the following ten years.  These
surplus  notes may then be redeemed on or after March 1, 2014,  at a  redemption
price of 100% of the  principal  amount  plus  interest  accrued  to the date of
redemption.  Non-insurance companies individually held over 10% of these surplus
notes  (approximately $50 million and $73 million at December 31, 1995 and 1994,
respectively).

In addition,  subject to Commissioner  approval,  the surplus notes due March 1,
2044 may be redeemed  at the  Company's  election on or after March 1, 2014,  in
whole or in part at a  redemption  price of  approximately  102.3%  of par.  The
approximate  2.3% premium is scheduled to gradually  diminish over the following
ten years.  These  surplus notes may be redeemed on or after March 1, 2024, at a
redemption  price of 100% of the principal  amount plus interest  accrued to the
date of redemption.  Non-insurance companies individually held over 10% of these
surplus  notes  (approximately  $43 million and $62 million at December 31, 1995
and 1994, respectively).



<PAGE>


                     Principal Mutual Life Insurance Company

                    Notes to Financial Statements (continued)




9.  Other Commitments and Contingencies

The Company  leases  office space and  furniture  and  equipment  under  various
operating leases. Rental expense for all operating leases totaled $48 million in
1995, $43 million in 1994 and $44 million in 1993. At December 31, 1995,  future
minimum rental commitments under noncancelable operating leases for office space
and electronic data processing equipment totaled approximately $97 million.

The Company is a defendant in various legal actions arising in the normal course
of its investment and insurance  operations.  In the opinion of management,  any
losses  resulting  from such  actions  would not have a  material  effect on the
financial statements.

The Company is also subject to insurance  guarantee  laws in the states in which
it writes  business.  These  laws  provide  for  assessments  against  insurance
companies  for the  benefit  of  policyholders  and  claimants  in the  event of
insolvency  of other  insurance  companies.  At  December  31,  1995  and  1994,
approximately  $18  million  and  $15  million,   respectively,  of  surplus  is
appropriated for possible  guarantee fund assessments for which notices have not
been received.

In 1995, the Company sold its wholly-owned  subsidiary,  Principal National Life
Insurance Company (Principal  National),  at a gain of approximately $1 million.
At December 31, 1994,  substantially all the assets ($513 million),  liabilities
($470 million),  and equity ($43 million) of Principal National were transferred
to and assumed by the Company.  This  resulted in increases in both other income
and additions to policyowner reserves of $470 million in 1994.

<PAGE>

                         Report of Independent Auditors







The Board of Directors
Principal Mutual Life Insurance Company


We have audited the accompanying  statements of financial  position of Principal
Mutual Life  Insurance  Company (the  Company) as of December 31, 1995 and 1994,
and the related  statements of operations and surplus and cash flows for each of
the  three  years  in the  period  ended  December  31,  1995.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Principal Mutual Life Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995, in
conformity  with  generally  accepted  accounting  principles and with reporting
practices prescribed or permitted by the Insurance Division of the Department of
Commerce of the State of Iowa.

Ernst & Young LLP

Des Moines, Iowa
January 31, 1996





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