PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
485BPOS, 1997-04-15
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                                                       Registration No. 02-78001


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM N-4


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     Pre-Effective Amendment No.  ______ _____

                     Post-Effective Amendment No. __17__ __X__

                                     and/or


         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                             Amendment No. __13__ _____

                        (Check appropriate box or boxes)

           Principal Mutual Life Insurance Company Separate Account B
- --------------------------------------------------------------------------------
                           (Exact Name of Registrant)

                     Principal Mutual Life Insurance Company
- --------------------------------------------------------------------------------
                               (Name of Depositor)

              The Principal Financial Group, Des Moines, Iowa          50392
- --------------------------------------------------------------------------------
        (Address of Depositor's Principal Executive Offices)          (Zip Code)

Depositor's Telephone Number, including Area Code   (515) 248-3842

         M. D. Roughton, The Principal Financial Group Des Moines, Iowa  50392
- --------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

Registrant  has  heretofore  registered  an  indefinite  amount of such Separate
Account B Variable  Annuity  Contracts under the Securities Act of 1933 pursuant
to Rule  24f-2;  Registrant  filed a 24f-2  notice  for the fiscal  year  ending
December 31, 1996 on February 27, 1997.

It is proposed that this filing will become effective (check appropriate box)

        ___   immediately upon filing pursuant to paragraph (b) of Rule 485

        _X_   on May 1, 1997 pursuant to paragraph (b) of Rule 485

        ___   60 days after filing pursuant to paragraph (a)(1) of Rule 485

        ___   on (date) pursuant to paragraph (a)(1) of Rule 485

        ___   75 days after filing pursuant to paragraph (a)(2) of Rule 485

        ___   on (date) pursuant to paragraph (a)(2) of Rule 485

              If appropriate, check the following box:

        ___   This post-effective  amendment designates a new effective date for
              a previously filed post- effective amendment.
<PAGE>

           PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
               PENSION BUILDER - GROUP VARIABLE ANNUITY CONTRACTS
                       FOR TAX-DEFERRED RETIREMENT PLANS

                       Registration Statement on Form N-4
                              Cross Reference Sheet

Form N-4 Item                              Caption in Prospectus

Part A

 1. Cover Page                          Principal Mutual Life Insurance
                                          Company Separate Account B
                                          Pension Builder - Group
                                          Variable Annuity Contracts
                                          For Tax-Deferred Retirement Plans
 2. Definitions                         Glossary of Special Terms
 3. Synopsis                            Summary, Expense Table, Example
 4. Condensed Financial Information     Condensed Financial Information
 5. General Description of Registrant,  Summary, Introduction, Description of
    Depositor, and Portfolio Companies    Principal Mutual Life Insurance
                                          Company, Principal Mutual Life
                                          Insurance Company Separate Account
                                          B, Voting Rights
 6. Deductions                          Summary, Deductions Under the Contracts,
                                          Contingent Deferred Sales Charge,
                                          Administration Charge, Separate
                                          Payment of Administration Charge,
                                          Mortality and Expense Risks Charge,
                                          Premium Taxes, Distribution of These
                                          Contracts
 7. General Description of Variable     Summary, The Contract, Contract Values
    Annuity Contracts                     and Accounting Before Annuity
                                          Commencement Date, Annuity Benefits,
                                          Payment on Death of Participant,
                                          Withdrawals and Transfers, Other
                                          Contractual Provisions, 
                                          Contractowners' Inquiries
 8. Annuity Period                      Annuity Benefits
 9. Death Benefit                       Payment on Death of Participant,
                                          Federal Tax Status
10. Purchases and Contract Value        Summary, Introduction, The Contract,
                                          Contract Values and Accounting Before
                                          Annuity Commencement Date, Other
                                          Contractual Provisions, Distribution
                                          of These Contracts
11. Redemptions                         Summary, Introduction, Annuity Benefits,
                                          Withdrawals and Transfers
12. Taxes                               Summary, Introduction, Annuity Benefits,
                                          Federal Tax Status
13. Legal Proceedings                   Legal Proceedings
14. Table of Contents of the State-     Table of Contents of the Statement
    ment of Additional Information        of Additional Information

Part B                                  Statement of Additional Information
                                        Caption**

15. Cover Page                          Principal Mutual Life Insurance
                                          Company Separate Account B
                                          Pension Builder-Group Variable Annuity
                                          Contracts Issued By Principal Mutual
                                          Life Insurance Company
16. Table of Contents                   Table of Contents
17. General Information and History     General Information and History
18. Services                            Independent Auditors
19. Purchase of Securities Being        Deductions Under the Contracts**,
    Offered                               Summary**, Withdrawals and
                                          Transfers**, Distribution of These 
                                          Contracts**
20. Underwriters                        Summary**, Distribution of These
                                          Contracts**, Underwriting Commissions
21. Calculation of Performance Data     Calculation of Yield and Total Return
22. Annuity Payments                    Annuity Benefits**
23. Financial Statements                Financial Statements

** Prospectus caption given where appropriate.


                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT B

               PENSION BUILDER -- GROUP VARIABLE ANNUITY CONTRACTS

                        FOR TAX-DEFERRED RETIREMENT PLANS


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

   
                          Prospectus dated May 1, 1997
    

     This Prospectus  concisely sets forth  information  about Principal  Mutual
Life  Insurance  Company  Separate  Account B, 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  Contracts,  including  a  Statement  of
Additional  Information,  dated May 1, 1997,  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 24 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   ..........................................................   5
Example  .................................................................   6
Condensed Financial Information ..........................................   6
Summary    ...............................................................   8
Introduction .............................................................   8
Description of Principal Mutual Life Insurance Company ...................   9
Principal Mutual Life Insurance Company Separate Account B ...............  10
Deductions under the Contracts ...........................................  10
     Contingent Deferred Sales Charge.....................................  10
     Administration Charge ...............................................  11
     Separate Payment of Administration Charge ...........................  11
     Mortality and Expense Risks Charge ..................................  12
     Premium Taxes .......................................................  12
Surplus Distribution at Sole Discretion of the Company ...................  12
The Contract  ............................................................  12
     Contract Values and Accounting Before Annuity Commencement Date .....  12
         Participant's Investment Accounts ...............................  12
         Unit Value ......................................................  13
         Net Investment Factor ...........................................  13
         Hypothetical Example of Calculation of Unit Value for the
              Capital Accumulation Division and Government 
              Securities Division.........................................  13
         Hypothetical Example of Calculation of Unit Value for
               the Money Market Division..................................  14
      Annuity Benefits ...................................................  14
         Selecting a Variable Annuity ....................................  14
         Forms of Variable Annuities .....................................  14
         Basis of Annuity Conversion Rates ...............................  15
         Determining the Amount of the First Monthly Annuity Payment .....  16
         Determining the Amount of the Second and Subsequent
              Monthly Annuity Payments .................................    16
         Hypothetical Example of Calculation of Annuity Payments .......    16
     Payment on Death of Participant ...................................    17
         Prior to Annuity Commencement Date ............................    17
         Subsequent to Annuity Commencement Date .......................    17
     Withdrawals and Transfers .........................................    17
         Cash Withdrawals ..............................................    17
         Transfers to the Contract .....................................    18
         Transfers Between Divisions ...................................    18
         Transfers to the Associated Fixed Contract ....................    18
         Special Situation Involving Alternate Funding Agents ..........    18
         Postponement of Cash Withdrawal or Transfer ...................    19
     Other Contractual Provisions ......................................    19
         Contribution Limits ...........................................    19
         Assignment ....................................................    19
         Cessation of Contributions ....................................    19
         Limitation as to Participants..................................    19
         Substitution of Securities.....................................    19
         Changes in a Contract .........................................    20
         Statement of Values............................................    20
Distribution of these Contracts.........................................    20
Voting Rights     ......................................................    20
Federal Tax Status......................................................    21
State Regulation .......................................................    22
                                                                           Page
Legal Opinions  ........................................................    22
Legal Proceedings ......................................................    22
Registration Statement..................................................    22
Other Variable Annuity Contracts........................................    22
Independent Auditors ...................................................    22
Financial Statements....................................................    22
Appendix 1  ............................................................    23
Appendix 2  ............................................................    23
Contractholders' Inquiries..............................................    23
Table of Contents of the Statement of Additional Information............    24
                                                                 
     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 B for these Contracts.

Associated  Fixed  Contract -- A  fixed-dollar  annuity  contract  issued by the
Company for use in connection with tax-deferred retirement plans or programs.

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.

Compensation -- The amount derived from personal services which is includable in
the gross income of the Participant for the taxable year.

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

Contract--  Each contract  issued by the Company with any of the following  form
numbers: GP A 5921, GP A 5925 and GP A 5927.

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 subject to Sections  403(b),  408 or 219 of the Internal
Revenue Code.

Contribution Year --

(a)  For  Individual   Retirement  Annuities  designed  for  ongoing  deductible
     Contributions -- the taxable year of a Participant.  The first Contribution
     Year of a  Participant  will  commence  the date the  Company  receives  an
     initial Contribution and terminate at the end of that taxable year.

(b)  For Rollover  Individual  Retirement  Annuities -- the twelve-month  period
     commencing on the date the Participant's first Contribution is received and
     each twelve-month period thereafter.

(c)  For Tax Deferred Annuities -- the twelve-month  period which coincides with
     the Plan Year.

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

Employer -- The person or entity which employs a Participant.  For an unemployed
Participant for whom Contributions are made by a spouse, the term Employer means
the person or entity which employs that spouse.  For a Participant  covered by a
Tax Deferred  Annuity  arrangement,  the term Employer means such  Participant's
employer which is either an organization  described in Section  501(c)(3) of the
Internal  Revenue  Code  or  which  is  a  public  school  or  other  agency  or
instrumentality  of a state or  political  subdivision  of a state  described in
Internal Revenue Code Sections 403(b) or 170(b)(1)(A)(ii) and which has made the
Tax Deferred Annuity arrangement available to its employees.

Individual  Retirement  Annuity--  A plan or program  adopted by or on behalf of
individuals pursuant to Section 408 of the Internal Revenue Code.

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 B.

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 Fund -- Principal Capital  Accumulation Fund, Inc.,  Principal Government
Securities  Fund,  Inc.,  Principal Money Market 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.

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

Plan Year -- For Tax Deferred  Annuities 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 retirement  plan or program under which benefits are to be
provided to Participants pursuant to a Contract described herein.

Rollover  Individual  Retirement  Annuity -- An  Individual  Retirement  Annuity
designed for single premium rollover  Contributions pursuant to Internal Revenue
Code  Sections  402(a)(5),   402(a)(7),   403(a)(4),   403(b)(8),  408(d)(3)  or
409(b)(3)(c).

Separate Account B -- 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 Capital Accumulation
Division  (formerly  known as 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.

Tax Deferred  Annuity-- A plan or program  adopted by public  school  systems or
other Employers pursuant to Section 403(b) of the Internal Revenue Code.

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 an Investment Account.

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 B for the Contract.

Written Notification -- Actual delivery to the Company at its home office in Des
Moines,  Iowa of an  appropriate  writing 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
                                                   of Participant (1)
Separate Account Annual Expenses
  (as a percentage of average account
    value)
  Mortality and Expense Risk Fees    1.4965%   (1.0001% for Rollover Individual
                                               Retirement Annuity)
  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          .48%                  .50%                .50%
  Other Expenses           .01%                  .02%                .06%
  Total Mutual Fund
    Annual Expenses        .49%                  .52%                .56% .
    

 (1) If Contributions for a Participant are made under the Contract as part of a
     Retirement   Plan  sponsored  by,  or  program  of,  the  Employer  of  the
     Participant   and  the  Company   receives  all  of  that  portion  of  the
     contributions  under such a plan or program  directed to annuity  contracts
     for  all  employees   participating  in  the  plan  or  program,  then  the
     denominator  will be the  aggregate  value of all the  accounts  of all the
     Participants of the Employer.

<TABLE>
<CAPTION>
   
                                                EXAMPLE
                                                              1 Year    3 Years   5 Years   10 Years
   ---------------------------------------------------------- ------    -------   -------   --------
   If you surrender your contract at the  Capital Accumulation
<S>                                                           <C>        <C>        <C>        <C> 
   end of the applicable time period:     Division            $101       $149       $199       $330

     You would pay the following          Government
     expenses on a $1,000 investment,     Securities
     assuming 5% annual return on         Division            $101       $150       $200       $333
     assets:
                                          Money Market
                                          Division            $101       $151       $202       $337

   If you annuitize at the end of the     Capital Accumulation
   applicable time period or do not       Division             $29        $89       $152       $321
   surrender your contract:

     You would pay the following          Government
     expenses on a $1,000 investment,     Securities
     assuming 5% annual return on         Division             $30        $90       $154       $324
     assets:
                                          Money Market
                                          Division             $30        $92       $156       $328
</TABLE>
    
CONDENSED FINANCIAL INFORMATION

     Selected  data  for  a  Pension  Builder   accumulation   unit  outstanding
throughout the period ended December 31:
<TABLE>
<CAPTION>
                          Capital Accumulation Division

                               Pension Builder --
                                     IRA/TSA

   
                              1996     1995     1994     1993     1992     1991     1990    1989     1988     1987
Accumulation unit value:
<S>                          <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>       <C>   
   Beginning of period       $3.409   $2.624   $2.650   $2.495   $2.313   $1.693   $1.907   $1.665  $1.477    $1.409
   End of period              4.148    3.409    2.624    2.650    2.495    2.313    1.693    1.907   1.665     1.477

Number of accumulation        3,538    9,967   16,649   21,269   20,148   18,477   18,109   16,256   14,236   12,703
   units outstanding at end
   of period (in thousands)
</TABLE>
    
<TABLE>
<CAPTION>
                               Pension Builder --
                                  Rollover IRA

   
                              1996     1995     1994     1993     1992     1991     1990    1989     1988     1987
                              ----------------------------------------------------------    ----     ----     ----
Accumulation unit value:
<S>                          <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>       <C>   
   Beginning of period       $3.715   $2.845   $2.859   $2.679   $2.471   $1.800   $2.017   $1.753  $1.547    $1.468
   End of period              4.543    3.715    2.845    2.859    2.679    2.471    1.800    2.017   1.753     1.547

Number of accumulation          513    2,115    5,598    8,602    8,207    7,535    6,750    6,111    5,328    4,824
   units outstanding at end
   of period (in thousands)
</TABLE>
    
<TABLE>
<CAPTION>
                                     Government Securities Division

                                            Pension Builder--
                                               IRA/TSA(1)

   
                              1996     1995     1994     1993     1992     1991     1990    1989     1988     1987
                              ----------------------------------------------------------    ----     ----     ----
Accumulation unit value:
<S>                          <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>       <C>   
   Beginning of period       $1.841   $1.570   $1.669   $1.539   $1.462   $1.269   $1.176   $1.032  $ .967    $1.000
   End of period              1.875    1.841    1.570    1.669    1.539    1.462    1.269    1.176   1.032      .967

Number of accumulation        1,178    3,738    5,947    7,432    6,200    4,912    3,732    2,782    2,115    1,001
units outstanding at end
   of period (in thousands)
</TABLE>
    
<TABLE>
<CAPTION>
                                            Pension Builder--
                                             Rollover IRA(1)

   
                              1996     1995     1994     1993     1992     1991     1990    1989     1988     1987
                              ----------------------------------------------------------    ----     ----     ----
Accumulation unit value:
<S>                          <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>       <C>   
   Beginning of period       $1.923   $1.631   $1.726   $1.584   $1.497   $1.293   $1.192   $1.041  $ .971    $1.000
   End of period              1.968    1.923    1.631    1.726    1.584    1.497    1.293    1.192  1.041       .971

Number of accumulation          399    1,772    4,117    7,878    5,933    4,602    3,356    2,086    1,369      886
   units outstanding at end
   of period (in thousands)
    
(1)  Commenced operations on April 14, 1987.
</TABLE>
<TABLE>
<CAPTION>
                              Money Market Division

                               Pension Builder --
                                     IRA/TSA

   
                              1996     1995     1994     1993     1992     1991     1990    1989     1988     1987
                              ----------------------------------------------------------    ----     ----     ----
Accumulation unit value:
<S>                          <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>       <C>   
   Beginning of period       $1.764   $1.696   $1.659   $1.640   $1.608   $1.541   $1.448   $1.348  $ .276    $1.217
   End of period              1.826    1.764    1.696    1.659    1.640    1.608    1.541    1.448   1.348     1.276

Number of accumulation          590    1,327    1,997    2,905    3,841    4,639    5,366    5,302    3,142    2,070
   units outstanding at end
   of period (in thousands)
</TABLE>
    
<TABLE>
<CAPTION>
                                Pension Builder--
                                  Rollover IRA

   
                              1996     1995     1994     1993     1992     1991     1990    1989     1988     1987
                              ----------------------------------------------------------    ----     ----     ----
Accumulation unit value:
<S>                          <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>       <C>   
   Beginning of period       $1.817   $1.739   $1.692   $1.664   $1.624   $1.548   $1.447   $1.341  $ .263    $1.199
   End of period              1.890    1.817    1.739    1.692    1.664    1.624    1.548    1.447  1.341      1.263

Number of accumulation           27      440    2,227    2,894    3,699    3,999    3,300    3,865    1,509      747
   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 tax-deferred Retirement Plans in the form of (1) Tax Deferred Annuity plans
or programs adopted by public school systems or other agencies of a state or its
subdivisions or certain tax exempt  organizations  pursuant to Section 403(b) of
the Internal Revenue Code of 1954, and (2) Individual  Retirement  Annuity plans
or programs  adopted pursuant to Section 408 of the Internal Revenue Code. These
Contracts  will be sold  primarily  by persons  who are  insurance  agents of or
brokers for Principal Mutual Life Insurance Company. In addition,  these persons
will  usually  be  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?

     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.  For tax years
beginning after December 31, 1988, distributions from Tax Deferred Annuities may
begin only after the  Participant  attains age 59 1/2,  separates  from service,
dies or becomes disabled, or incurs a hardship. See "Withdrawals and Transfers."
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  tax-deferred  Retirement  Plans in the form of (1) Tax Deferred
Annuity plans or programs  adopted by public school systems or other agencies of
a state or its  subdivisions  or certain  tax exempt  organizations  pursuant to
Section  403(b)  of the  Internal  Revenue  Code and (2)  Individual  Retirement
Annuity  plans or  programs  adopted  pursuant  to Section  408 of the  Internal
Revenue  Code.  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 B.  Currently  there are three  Divisions:  the
Capital Accumulation Division (formerly known as 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  Capital  Accumulation  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 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
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
affect the market value of the  certificate,  and actual  prepayments can affect
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 B 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 50392,
telephone number 515-247-5111.  It was originally incorporated under the laws of
the  State of Iowa in 1879 as  Bankers  Life  Association,  changed  its name to
Bankers  Life  Company in 1911 and  changed  its name to  Principal  Mutual Life
Insurance  Company in 1986. It is a member of The Principal  Financial  Group, a
diversified family of insurance and financial services corporations.
   
     Principal Mutual Life Insurance Company is authorized to do business in the
50 states of the United States,  the District of Columbia,  the  Commonwealth of
Puerto Rico, and the Canadian Provinces of Alberta, British Columbia,  Manitoba,
Ontario and Quebec. The Company offers a full range of products and services for
businesses, groups and individuals including individual insurance, pension plans
and group/employee  benefits. The Company has ranked in the upper one percent of
life  insurers  in assets  and  premium  income  and has  consistently  received
excellent  ratings from the major rating firms based upon the  Company's  claims
paying  ability.  The Company has $56.8 billion in assets under  management  and
serves more than 9.7 million individuals and their families.
    
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B

     Separate  Account B was  established  on January  12,  1970  pursuant  to a
resolution (as amended) of the Executive  Committee of the Board of Directors of
the Company.  Under Iowa insurance  laws and  regulations  the income,  gains or
losses,  whether or not  realized,  of  Separate  Account B are  credited  to or
charged  against  the assets of Separate  Account B without  regard to the other
income,  gains or losses of the  Company.  In  addition,  all  income,  gains or
losses,  whether or not  realized,  and  expenses  with respect to a Division of
Separate  Account B 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 B.  Furthermore,  the assets of each Division
of Separate  Account B 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  B.  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 B. Also, although the
assets  maintained in Separate  Account B 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.

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

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

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, 1996 were 2.40% of the average
net assets.
    
     There  are also  deductions  from and  expenses  paid out of the  assets of
Principal Capital  Accumulation Fund, Principal Money Market Fund, and Principal
Government Securities Fund. 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 Sales
             Covered Under the Contract              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 or an Alternate  Funding  Vehicle
     that  participates  in an  exchange  offer  for which an SEC order has been
     obtained.

     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.  An amount  equal to a percentage  of the total value of all  Investment
         Accounts of the Participant  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.)

     Individual Retirement Annuities established under the Contract by a working
     and a  nonworking  spouse  Participant  will be  combined  for  purposes of
     calculating the Administration Charge.

     If Contributions for a Participant are made under the Contract as part of a
     Retirement   Plan  sponsored  by,  or  program  of,  the  Employer  of  the
     Participant   and  the  Company   receives  all  of  that  portion  of  the
     contributions  under such a plan or program  directed to annuity  contracts
     for all employees participating in the plan or program, then the percentage
     determined  in 2. above will be based on the value of the  aggregate of all
     accounts of all the Participants of the Employer. By this means, the charge
     determined by 2. will be deducted pro rata from the Investment  Accounts of
     all the Participants based on their proportionate value of the aggregate of
     the accounts.  The portion of the charge  determined by 1. will be deducted
     from Participant's Investment Accounts on a per capita basis.

     The  Administration  Charge applicable to each Participant will be deducted
     from the Participant's  Investment  Accounts on the earlier of (i) the date
     the accounts are paid or applied in full (a total  redemption)  or (ii) the
     last day of the  Contribution  Year.  The  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.  A  Participant  in an
     Individual  Retirement  Annuity (but not a Rollover  Individual  Retirement
     Annuity) may similarly  agree,  by a revocable  written  agreement with the
     Company, to pay separately all or a portion of the Administration Charge.

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  B held  with  respect  to the  Contract.  The  charge is
     equivalent  to a simple  annual  rate of  1.4965%  (1.0001%  for a Rollover
     Individual  Retirement  Annuity).  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%
     (0.7511%  for a Rollover  Individual  Retirement  Annuity)  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,  the charge may not exceed  2.00% on an annual
     basis, and only one change may be made in any one year period.  Further, no
     increase  in the  charge in excess of 1.75% on an annual  basis may be made
     without the prior approval of the Securities and Exchange  Commission.  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  B.  For  Tax  Deferred   Annuities   the  types  of
         Contributions  are  Contributions by the Employer  pursuant to a salary
         modification   agreement,   other  Employer   Contributions   or  other
         Contributions that the Company agrees to accept.

         For Individual  Retirement  Annuities,  the types of Contributions  are
         generally Employer Contributions, Participant Contributions or rollover
         Contributions   arising  from  amounts   previously   deducted  by  the
         Participant  and  accumulated  under  an  account,  annuity  or bond as
         provided for in Internal Revenue Code Sections 408 or 409.

         For Rollover Individual Retirement  Annuities,  generally the only type
         of Contribution is a rollover Contribution pursuant to Internal Revenue
         Code Sections 402(a)(5),  402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3) or
         409(b)(3)(C).

         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 B 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  B  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 that 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 B.

         For any specified  Valuation  period the Net  Investment  Factor for a
         Division for a Contract is equal to

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

                             reduced by

         (b)  a mortality and expense risks charge 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%  (1.0001%  for a Rollover  Individual
              Retirement Annuity).

         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 B at the discretion of the Company.

     4.  Hypothetical  Example of  Calculation  of Unit  Value for the  Capital
         Accumulation  Division and Government  Securities  Division (excluding
         Rollover Individual Retirement Annuity)

         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 (excluding Rollover Individual Retirement Annuity)

         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 Plan allows  which is at least one month
         after the Written  Notification.  For  Participants  in a Tax  Deferred
         Annuity,  after 1988, the annuity commencement date cannot begin before
         the  participant is age 59 1/2,  separated from service,  or is totally
         disabled.

         As a general rule the annuity  commencement  for Individual  Retirement
         Annuities  and Tax Deferred  Annuities  cannot be later than April 1 of
         the calendar year following the calendar year in which the  Participant
         attains age 70 1/2. Participants in Individual Retirement Annuities may
         delay  the  commencement  date if they  notify us in  writing  that the
         distribution  requirements  are being met by  distributions  from other
         individual retirement arrangements.  Until 1989, a Tax Deferred Annuity
         Participant  may delay the Annuity  Commencement  Date until April 1 of
         the calendar year following the calendar year in which the  Participant
         terminated employment. In addition, Tax Deferred Annuity benefits which
         accrued before January 1, 1987 do not have to be distributed  until age
         75 or the first day of the month after termination of employment.

         Beginning   January  1,  1989,   amounts  which  were  required  to  be
         distributed  under the rules of the Internal Revenue Code, but were not
         distributed, are subject to a 50% excise tax.

         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, and if the Retirement Plan does
         not provide  one,  payments to an  unmarried  Participant  will be made
         under the annuity option  providing  Variable Life Annuity with Monthly
         Payments  Certain for Ten Years,  i.e.  providing  monthly payments for
         life with the provision that if the Participant dies prior to receiving
         all payments due in the first ten years, any remaining  payments due in
         that  period  will be paid to the  designated  beneficiary  unless  the
         beneficiary  requests  in  writing  that  the  Commuted  Value  of  the
         remaining  payments  be paid in a single  sum.  Payments  to a  married
         Participant  will be made under the annuity option providing a Variable
         Life Annuity  with  One-Half  Survivorship,  i.e.  payments  during the
         Participant's  lifetime  and  providing  further  that  one-half of the
         amount  otherwise  payable to the Participant  will be continued to the
         Participant's  spouse as  contingent  annuitant  so long as the  spouse
         survives the Participant.

     2.  Forms of Variable Annuities

         Because of certain restrictions  contained in the Internal Revenue Code
         and regulations thereunder,  an annuity option is not available under a
         Tax Deferred  Annuity  unless (i) the joint or contingent  annuitant is
         the  Participant's   spouse  or  (ii)  on  the  Participant's   Annuity
         Commencement  Date,  the present  value of the amount to be paid to the
         Participant  while living is greater  than 50% of the present  value of
         the total benefit to the Participant and the Participant's  beneficiary
         (or joint or contingent annuitant, if applicable).

         Similarly,  for Individual Retirement Annuities and Rollover Individual
         Retirement Annuities,  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 ruled 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.

         It is unclear at this time what  degree of  employer  involvement  will
         result in an  Individual  Retirement  Annuity or Tax  Deferred  Annuity
         being  considered a benefit of employment and therefore  subject to the
         Court's ruling.

         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 B 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 (excluding 
         Individual Rollover Retirement Annuity)

         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 $1,750, 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.

         If a Participant  under a Contract  funding a Tax Deferred Annuity dies
         prior to Annuity  Commencement  Date, the Company,  upon receipt of due
         proof of death,  will, in accordance with prior  instructions  from the
         Participant,  either (i) pay the value of the Participant's  Investment
         Accounts to the  beneficiary  in a single sum or (ii) if an  Associated
         Fixed Contract has been issued,  cancel all Investment Account units as
         of the  date  of  receipt  of the  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.  Prior  to  any  payment  or  transfer  by the  Company,  the
         beneficiary  may  change  the  election  made  by the  Participant  or,
         alternatively,  elect  to have  the  Participant's  Investment  Account
         Values  applied to purchase a  supplementary  contract from the Company
         for annuity benefits.  Such a purchase must conform to the requirements
         of the supplementary contract.

         Under all  Contracts,  a  beneficiary  must  begin to  receive  Annuity
         Payments  or  receive a single  sum  payment  not later than five years
         after 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 the 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,
         any restrictions  imposed by provisions of the Internal Revenue Code 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.  Distributions  from Tax
         Deferred Annuities may begin only after the Participant  attains age 59
         1/2, separates from service,  dies or becomes disabled,  or in the case
         of hardship.

         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 B for the  Valuation  Period in
         which the  cancellation  is effective.  Units will also be cancelled to
         cover any charges assessed under (c) above.

         (Special  Note:  Under the Texas  Education  Code,  Participants  under
         contracts  issued in connection with Optional  Retirement  Programs for
         certain  employees  of  Texas  institutions  of  higher  education  are
         prohibited from making  withdrawals  except in the event of termination
         of employment, retirement or death of the Participant.)

     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  may be subject to  provisions  of an Employer  sponsored
         Retirement  Plan which  allows  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 for Tax
         Deferred  Annuities  are limited to (a) amounts  excludable  from gross
         income of Participants pursuant to the exclusion allowance provision of
         Section 403(b) of the Internal  Revenue Code, and (b) the  contribution
         limitation as specified in Section 415(c) of the Internal  Revenue Code
         unless  otherwise  allowed by the Company.  Maximum  Contributions  for
         Individual  Retirement  Annuities are limited to (a) amounts deductible
         by a Participant under Internal Revenue Code Section 219 or (b) amounts
         previously  deducted by the  Participant  under  Internal  Revenue Code
         Section  219  and  accumulated  in  another  funding  vehicle,   unless
         otherwise  allowed by the Company.  Maximum  Contributions for Rollover
         Individual  Retirement Annuities are limited to amounts the Participant
         is  entitled  to  roll  over  under  Internal   Revenue  Code  Sections
         402(a)(5), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3), or 409(b)(3)(C).

     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. Any necessary approval of the
         Securities  and  Exchange  Commission  or of owners of or  participants
         under contracts  participating  in Separate Account B shall be obtained
         before any substitution is made.

      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.

DISTRIBUTION OF THESE CONTRACTS

     These Contracts,  which are continuously offered, will be sold primarily by
persons who are  insurance  agents of or brokers for the Company  authorized  by
applicable  law to sell life and other forms of personal  insurance and variable
annuities. In addition, these persons will usually be registered representatives
of Princor Financial Services  Corporation,  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 receives from the Company
an  overwriting  and  expense  fee of 1% of  Contributions  received  under  the
Contracts.   These   Contracts   may  also  be  sold  through   other   selected
broker-dealers  registered  under the Securities  Exchange Act of 1934.  Princor
Financial  Services  Corporation is also the principal  underwriter  for various
registered  investment  companies  organized by the Company.  Princor  Financial
Services Corporation is a wholly-owned  subsidiary of Principal Holding Company.
Principal Holding Company is a holding company and a wholly-owned  subsidiary of
the Company.

VOTING RIGHTS

     The Company  shall vote  Mutual  Fund shares held in Separate  Account B at
regular  and special  meetings of  shareholders  of each Mutual  Fund,  but will
follow voting  instructions  received from persons having the voting interest in
the Mutual Fund shares.

     The  number  of Mutual  Fund  shares  as to which a person  has the  voting
interest  will be  determined by the Company as of a date which will not be more
than  ninety  days  prior  to  the  meeting  of  the  Mutual  Fund,  and  voting
instructions will be solicited by written  communication at least ten days prior
to the meeting.

     During the  accumulation  period,  the Participant is the person having the
voting  interest  in the Mutual  Fund  shares  attributable  to each  Investment
Account.  The number of Mutual Fund shares held in Separate  Account B which are
attributable to each Investment Account is determined by dividing the Investment
Account Value by the net asset value of one Mutual Fund share.

     During the annuity period, the person then entitled to Annuity Payments has
the voting  interest  in the Mutual  Fund shares  attributable  to the  Variable
Annuity.  The number of Mutual Fund shares held in Separate  Account B which are
attributable to each Variable  Annuity is determined by dividing the reserve for
the  Variable  Annuity by the net asset  value of one  Mutual  Fund  share.  The
Participant's  voting  interest in the Mutual Fund  shares  attributable  to the
Variable  Annuity will  ordinarily  decrease during the annuity period since the
reserve for the Variable Annuity  decreases due to the reduction in the expected
payment period.

     Mutual Fund shares for which  participants or payees of variable  annuities
are entitled to give voting instructions,  but for which none are received,  and
shares of the Fund owned by the Company will be voted in the same  proportion as
the aggregate shares for which voting instructions have been received.

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

     If the  Company  determines  pursuant  to  applicable  law that Mutual Fund
shares held in  Separate  Account B need not be voted  pursuant to  instructions
received from persons  otherwise  having the voting  interest as provided above,
then the Company  may vote Mutual Fund shares held in Separate  Account B in its
own right.

FEDERAL TAX STATUS

     Investment gains of the Mutual Funds credited to Separate Account B 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 Annuity Payments at the
time of retirement  will be in a lower income tax bracket due to reduced  income
and larger exemptions.

     Under  Section  403(b) of the  Internal  Revenue  Code,  contributions  for
employees made under a Tax Deferred Annuity by a public school or other Employer
are  excludable  from the gross income of the  employees in the year made to the
extent  that the  aggregate  contributions  per year for such  employees  do not
exceed the exclusion  allowance  set forth in Section  403(b)(2) of the Internal
Revenue Code. (In addition,  contributions  are limited by the  restrictions  of
Section 415(c) of the Internal  Revenue  Code.)  Adjustments in the tax base are
allowed  where a portion of the cost of the benefit being  distributed  has been
paid by the Participant out of funds not excludable from the Participant's gross
income tax in the year made,  rather than having been paid by the  Participant's
Employer out of funds that were excludable from the  Participant's  gross income
tax in the year made.

     Distributions  from  a Tax  Deferred  Annuity  may  begin  only  after  the
participant  attains  age 59  1/2,  separates  from  service,  dies  or  becomes
disabled, or in the case of hardship.

     Under Sections 219 and 408 of the Internal  Revenue Code, an individual who
has earned income may establish an Individual Retirement Annuity plan or program
for the  accumulation  of retirement  savings on a  tax-deferred  basis for such
individual  and  such  individual's   nonemployed  spouse.  The  individual  may
establish  and make  contributions  into  such a plan or this may be done by the
individual's  employer or union.  These  contributions may be invested in, among
other things,  annuity contracts including the variable annuity contract offered
by this Prospectus. The law provides that such contributions will be deductible,
though only to the extent allowed by the Internal  Revenue Code. No deduction is
allowed for contributions  made during or after the year in which the individual
attains  age 70 1/2,  and  contributions  during or after that year,  as well as
contributions in excess of the limits,  are excess  contributions and may result
in certain adverse tax consequences.

     All distributions  under Individual  Retirement  Annuities and Tax Deferred
Annuities will be taxed as ordinary income.  Thus, these  distributions will not
be  eligible  for  capital  gains  treatment  or  the  special  averaging  rules
applicable to lump sum  distributions  from some types of qualifying plans. As a
general rule, any distribution  that is not in the form of a life annuity,  made
before  the  participant  attains  age 59 1/2  (except  in the event of death or
disability)  will be a premature  distribution  and be subject to a 10% penalty.
There is an  exception to this rule for Tax  Deferred  Annuities.  Distributions
from Tax Deferred  Annuities  which are due to separation from service after age
55 or  which  are used for  certain  medical  expenses  are not  subject  to the
penalty.

     Distributions  from  Individual   Retirement  Annuities  and  Tax  Deferred
Annuities  must begin before April 1 of the calendar year following the calendar
year in which the participant  attains age 70 1/2. There is an exception to this
rule for Tax Deferred  Annuities.  Tax Deferred  Annuity  benefits which accrued
prior  to  January  1,  1987  do not  have  to be  distributed  until  age 75 or
termination of employment.

     If a participant fails to make a required distribution a 50% excise tax may
be assessed on the amount required to be distributed.  In addition, as a general
rule,  distributions  over $150,000 a year, and lump sum  distributions  greater
than $750,000 are subject to a 15% excise tax.

     When a Participant under an Individual  Retirement  Annuity or Tax Deferred
Annuity  dies  before  the  Annuity   Commencement  Date,  all  values  must  be
distributed  to the  Participant's  beneficiary  within five  years.  The 5-year
payout rule does not apply to benefits paid to a surviving  spouse under a joint
and survivor  annuity  option,  nor to benefits paid to a surviving  beneficiary
under a permitted term certain period. If the surviving spouse is the designated
beneficiary, distribution of benefits need not begin until the date on which the
Participant  would have  attained  age 70 1/2 years,  and the  benefits  must be
distributed over the life of the surviving spouse or over a period not exceeding
the life  expectancy of the spouse.  A similar rule applies to other  designated
beneficiaries,  except that the distribution of benefits must commence not later
than one year after the date of death of the participant.

     It should be  recognized  that the  description  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 B, see  "Principal
Mutual Life Insurance Company Separate Account B".)

STATE REGULATION

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

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

LEGAL OPINIONS

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

LEGAL PROCEEDINGS

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

REGISTRATION STATEMENT

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

OTHER VARIABLE ANNUITY CONTRACTS

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

INDEPENDENT AUDITORS
   
     The  financial  statements  of  Principal  Mutual  Life  Insurance  Company
Separate  Account B and the consolidated  financial  statements of The Principal
Financial Group(R) (comprised of Principal Mutual Life Insurance Company and its
subsidiaries) 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 consolidated  financial  statements of The Principal Financial Group(R)
(comprised  of the  Company  and its  subsidiaries)  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:
   
                                         403(b)             408 Individual
                                      Tax Deferred            Retirement
                                        Annuities              Accounts
     California                            0.50%                 0.50%
     District of Columbia                  2.25                  2.25
     Kentucky                              2.00                  2.00
     West Virginia                         1.00                  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 a
charge equal to 0.5% of the first $50,000 of a Participant's  Investment Account
Values.  The amount of the percentage  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 and the  denominator of which is
the  total  value  of the  Investment  Accounts.  Assume  that  a  Participant's
Investment Account Value based on the Capital  Accumulation  Division is $40,000
and the Investment  Account Value based on the Money Market Division is $60,000.
In this case,  the total  Investment  Account Value of $100,000 is multiplied by
0.25% ($250/$100,000) resulting in a charge of $250. The combined charge of $275
($25 plus $250) is deducted  proportionately from the Investment Accounts of the
Participant,  $110 (40% of $275) from the Investment  Account Value based on the
Capital Accumulation Division and $165 (60% of $275) from the Investment Account
Value based on the Money Market Division.

     Assume that in the example above all of the annuity contributions under the
Retirement  Plan of the Employer are payable to the  Company.  As a result,  the
percentage used to determine the second  component of the charge is based on the
aggregate  Investment  Account Values of all  Participants of the Employer.  For
example,  assume  that there is one other  Participant  with a total  Investment
Account  Value  of  $200,000.   The  total  Investment  Account  Value  of  each
Participant is multiplied by a percentage the numerator of which is $250 (0.5% x
$50,000) and the denominator of which is $300,000, or 0.08333%.  The Participant
with  a  total   Investment   Account   Value  of  $100,000  is  subject  to  an
Administration  Charge of $108.33,  $25 plus $83.33 (0.0008333 x $100,000),  and
the Participant with a total Investment  Account Value of $200,000 is subject to
an Administration Charge of $191.67, $25 plus $166.67 (0.0008333 x $200,000). In
effect, the $250 charge based on the Participants'  aggregate Investment Account
Values has been allocated proportionately between them.

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.

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:

   
    Report of Independent Auditors    ...............................   5

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

    Report of Independent Auditors   ................................  23

    The Principal Financial Group(R)  ...............................  24
    

     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 B

               PENSION BUILDER - GROUP VARIABLE ANNUITY CONTRACTS

                ISSUED BY PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                       Statement of Additional Information

                                dated May 1, 1997

   
         This Statement of Additional  Information  provides  information  about
Principal  Mutual Life Insurance  Company  Separate  Account B 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,
1997.
    

         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

                                TABLE OF CONTENTS

                                                                         Page

General Information and History  .......................................   3

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

Underwriting Commissions ...............................................   3

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

Financial Statements:
   
     Report of Independent Auditors.....................................   5

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

     Report of Independent Auditors.....................................  23

     The Principal Financial Group(R)...................................  24
    

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 B and  Principal  Mutual Life
Insurance Company and perform audit and accounting services for Separate Account
B 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
   1996                      $11,090,837.12                       $14,528.47
   1995                       $5,326,848.77                       $26,014.78
   1994                       $2,347,858.73                       $60,600.11
    
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." The
7-day yields of the Money Market  Division  for the period  ending  December 31,
1996 are:
    
                                Annualized Yield           Effective Yield

   
         TSA/IRA                     3.22%                      3.27%
         Rollover IRA                3.66%                      3.73%
    

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 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.
   
The average annual total returns for the period ending December 31, 1996 are:
    
<TABLE>
<CAPTION>
                                                       With Contingent                   Without Contingent
                                                    Deferred Sales Charge               Deferred Sales Charge
                                             ---------------------------------   ---------------------------------
                                             One Year     Five Year   Ten Year   One Year     Five Year   Ten Year

   
   Capital Accumulation Division
<S>                                           <C>          <C>         <C>         <C>         <C>       <C>   
     TSA/IRA                                  12.72%       10.91%      11.10%      21.21%      11.87%    11.18%
     Rollover IRA                             13.28%       11.46%      11.65%      21.81%      12.42%    11.73%
   Government Securities Division
     TSA/IRA                                  (5.70)%       3.69%       6.82%(1)    1.39%       4.59%     6.90%(1)
     Rollover IRA                             (5.23)%       4.21%       7.35%(1)    1.90%       5.11%     7.43%(1)
(1)  Period from April 14, 1987 - December 31, 1996
    
</TABLE>
                         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  B  (comprising,  respectively,  the
Aggressive  Growth,  Asset Allocation,  Balanced,  Bond,  Capital  Accumulation,
Emerging  Growth,   Government  Securities,   Growth,  Money  Market  and  World
Divisions) as of December 31, 1996, 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, 1996, 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  B at  December  31,  1996,  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.

/s/ Ernst & Young

Des Moines, Iowa
February 7, 1997
<PAGE>
<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                             Statement of Net Assets

                                December 31, 1996




Assets
Investments:
   Aggressive Growth Division:
      Principal Aggressive Growth Fund, Inc. - 5,015,647 shares at net asset 
<S>                                                                                       <C>          
        value of $14.52 per share (cost - $68,556,580)                                    $  72,827,189
   Asset Allocation Division:
      Principal Asset Allocation Fund, Inc. - 2,615,216 shares at net asset 
        value of $11.48 per share(cost - $29,412,890)                                        30,022,679
   Balanced Division:
      Principal Balanced Fund, Inc. - 5,227,046 shares at net asset value
        of $14.44 per share (cost - $72,961,005)                                             75,478,532
   Bond Division:
      Principal Bond Fund, Inc. - 4,515,157 shares at net asset value
        of $11.33 per share (cost - $51,557,619)                                             51,156,727
   Capital Accumulation Division:
      Principal Capital Accumulation Fund, Inc. - 5,502,884 shares at net 
        asset value of $29.84 per share (cost - $152,349,374)                               164,206,061
   Emerging Growth Division:
      Principal Emerging Growth Fund, Inc. - 4,111,887 shares at net
        asset value of $29.74 per share (cost - $104,926,679)                               122,287,543
   Government Securities Division:
      Principal Government Securities Fund, Inc. - 7,800,306 shares at
        net asset value of $10.31 per share (cost - $80,859,708)                             80,421,152
   Growth Division:
      Principal Growth Fund, Inc. - 7,137,809 shares at net asset 
        value of $13.79 per share (cost - $87,379,604)                                       98,430,386
   Money Market Division:
      Principal Money Market Fund, Inc. - 40,738,362 shares at net 
        asset value (cost) of $1.00 per share                                                40,738,362
   World Division:
      Principal World Fund, Inc. - 5,416,972 shares at net asset value 
        of $13.02 per share (cost - $60,038,392)                                             70,528,972
                                                                                      =====================
Net assets                                                                                 $806,097,603
                                                                                      =====================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                         Principal Mutual Life Insurance
                           Company Separate Account B

                       Statement of Net Assets (continued)




                                                                        Unit
                                                       Units            Value
                                                 ------------------- ------------
                                                 ------------------- ------------
Net assets are represented by:
   Aggressive Growth Division:
      Contracts in accumulation period:
<S>                                                    <C>              <C>              <C>          
        The Principal Variable Annuity                  3,970,831       $18.34           $  72,827,189

   Asset Allocation Division:
      Contracts in accumulation period:
        The Principal Variable Annuity                  2,263,999        13.26              30,022,679

   Balanced Division:
      Contracts in accumulation period:
        Personal Variable                               1,015,409         1.36               1,379,720
        Premier Variable                                7,466,712         1.37              10,195,711
        The Principal Variable Annuity                  4,661,481        13.71              63,903,101
                                                                                  ---------------------
                                                                                  ---------------------
                                                                                            75,478,532
   Bond Division:
      Contracts in accumulation period:
        Personal Variable                                 274,142         1.25                 342,860
        Premier Variable                                2,612,249         1.26               3,283,167
        The Principal Variable Annuity                  3,872,056        12.28              47,530,700
                                                                                  ---------------------
                                                                                  ---------------------
                                                                                            51,156,727
   Capital Accumulation Division:
      Currently payable annuity contracts:
        Bankers Flexible Annuity                            8,376        21.75                 182,179
        Pension Builder Plus - Rollover IRA                62,760         4.54                 285,099
      Contracts in accumulation period:
        Bankers Flexible Annuity                          279,871        21.75               6,087,431
        Pension Builder Plus                            3,538,347         4.15              14,676,410
        Pension Builder Plus - Rollover IRA               513,388         4.54               2,332,142
        Personal Variable                               2,914,582         1.84               5,361,512
        Premier Variable                               17,961,848         1.86              33,366,293
        The Principal Variable Annuity                  6,267,307        16.26             101,914,995
                                                                                  ---------------------
                                                                                  ---------------------
                                                                                           164,206,061
   Emerging Growth Division:
      Contracts in accumulation period:
        Personal Variable                                 829,824         1.53               1,269,228
        Premier Variable                                5,722,211         1.54               8,795,394
        The Principal Variable Annuity                  7,284,770        15.41             112,222,921
                                                                                  ---------------------
                                                                                  ---------------------
                                                                                           122,287,543
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                       Statement of Net Assets (continued)




                                                                                              Unit
                                                                             Units            Value
                                                                       ------------------- ------------
Net assets are represented by (continued):
   Government Securities Division:
      Contracts in accumulation period:
<S>                                                                           <C>            <C>              <C>           
        Pension Builder Plus                                                  1,177,927      $  1.87          $    2,208,125
        Pension Builder Plus - Rollover IRA                                     399,361         1.97                 785,763
        Personal Variable                                                     1,936,349         1.29               2,496,826
        Premier Variable                                                      7,513,193         1.30               9,783,076
        The Principal Variable Annuity                                        5,442,706        11.97              65,147,362
                                                                                                        ---------------------
                                                                                                        ---------------------
                                                                                                                  80,421,152
   Growth Division:
      Contracts in accumulation period:
        Personal Variable                                                       813,860         1.40               1,137,156
        Premier Variable                                                      6,802,207         1.40               9,551,201
        The Principal Variable Annuity                                        6,088,570        14.41              87,742,029
                                                                                                        ---------------------
                                                                                                        ---------------------
                                                                                                                  98,430,386
   Money Market Division:
      Contracts in accumulation period:
        Pension Builder Plus                                                    590,285         1.83               1,077,889
        Pension Builder Plus - Rollover IRA                                      26,921         1.89                  50,788
        Personal Variable                                                       841,211         1.17                 981,411
        Premier Variable                                                      5,379,334         1.18               6,337,610
        The Principal Variable Annuity                                        2,928,858        11.03              32,290,664
                                                                                                        ---------------------
                                                                                                        ---------------------
                                                                                                                  40,738,362
   World Division:
      Contracts in accumulation period:
        Personal Variable                                                       487,316         1.35                 658,659
        Premier Variable                                                      4,298,126         1.36               5,838,045
        The Principal Variable Annuity                                        4,797,313        13.35              64,032,268
                                                                                                        ---------------------
                                                                                                        ---------------------
                                                                                                                  70,528,972
                                                                                                        =====================
Net assets                                                                                                      $806,097,603
                                                                                                        =====================

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                             Statement of Operations

                          Year ended December 31, 1996




                                                                             Aggressive     Asset Allocation
                                                                          Growth Division       Division       Balanced Division
                                                            Combined
                                                         ---------------- ----------------- ------------------ ------------------
                                                         ---------------- ----------------- ------------------ ------------------
Investment income
Income:
<S>                                                           <C>          <C>                   <C>                 <C>       
   Dividends                                                  $18,172,373  $     509,777         $   856,100         $1,925,027
   Capital gains distributions                                 32,450,453      6,549,914           1,528,766          3,811,144
                                                         ---------------- ----------------- ------------------ ------------------
                                                         ---------------- ----------------- ------------------ ------------------
                                                               50,622,826      7,059,691           2,384,866          5,736,171

Expenses:
   Mortality and expense risks                                  6,754,861        566,830             267,227            552,989
   Administration charges                                         522,693         28,925               3,394              9,695
   Contingent sales charges                                       379,429         25,052              18,520             20,237
                                                         ---------------- ----------------- ------------------ ------------------
                                                         ---------------- ----------------- ------------------ ------------------
                                                                7,656,983        620,807             289,141            582,921
                                                         ---------------- ----------------- ------------------ ------------------
                                                         ---------------- ----------------- ------------------ ------------------
Net investment income                                          42,965,843      6,438,884           2,095,725          5,153,250

Realized and unrealized gains (losses) on investments
Net realized gains on investments                              11,061,913      1,143,445             188,720             98,838
Change in net unrealized appreciation/
   depreciation of investments                                 32,048,646      3,397,775             206,378          1,366,906
                                                         ---------------- ----------------- ------------------ ------------------
                                                         ================ ================= ================== ==================
Net increase in net assets resulting from operations
                                                              $86,076,402    $10,980,104          $2,490,823         $6,618,994
                                                         ================ ================= ================== ==================

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       Capital        Emerging Growth      Government                       Money Market
 Bond Division       Accumulation         Division         Securities     Growth Division     Division       World Division
                       Division                             Division
- ----------------- ------------------- ----------------- ----------------- ---------------- ---------------- -----------------
- ----------------- ------------------- ----------------- ----------------- ---------------- ---------------- -----------------


<S>                  <C>                <C>                 <C>               <C>             <C>              <C>         
   $2,883,564        $  2,824,460       $     889,099       $4,377,421        $1,130,290      $1,648,495       $  1,128,140
            -          17,683,076           1,921,631                -           236,417               -            719,505
- ----------------- ------------------- ----------------- ----------------- ---------------- ---------------- -----------------
- ----------------- ------------------- ----------------- ----------------- ---------------- ---------------- -----------------
    2,883,564          20,507,536           2,810,730        4,377,421         1,366,707       1,648,495          1,847,645


      454,051           1,416,717             980,616          758,402           808,416         396,012            553,601
        3,582             318,880              36,468           66,615            17,437          29,567              8,130
       22,229              97,937              41,369           47,306            41,516          39,803             25,460
- ----------------- ------------------- ----------------- ----------------- ---------------- ---------------- -----------------
- ----------------- ------------------- ----------------- ----------------- ---------------- ---------------- -----------------
      479,862           1,833,534           1,058,453          872,323           867,369         465,382            587,191
- ----------------- ------------------- ----------------- ----------------- ---------------- ---------------- -----------------
- ----------------- ------------------- ----------------- ----------------- ---------------- ---------------- -----------------
    2,403,702          18,674,002           1,752,277        3,505,098           499,338       1,183,113          1,260,454



       84,385           7,614,291           1,000,612          266,471           216,275               -            448,876

     (906,639)          1,107,485          12,364,939       (1,358,430)        7,137,078               -          8,733,154
- ----------------- ------------------- ----------------- ----------------- ---------------- ---------------- -----------------
- ----------------- ------------------- ----------------- ----------------- ---------------- ---------------- -----------------

   $1,581,448         $27,395,778         $15,117,828       $2,413,139        $7,852,691      $1,183,113        $10,442,484
================= =================== ================= ================= ================ ================ =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                       Statements of Changes in Net Assets

                                                                            Aggressive     Asset Allocation
                                                            Combined      Growth Division       Division       Balanced Division
                                                        ---------------- ----------------- ------------------ ------------------

<S>                                                        <C>               <C>              <C>                 <C>         
Net assets at January 1, 1995                              $177,884,053      $  3,684,502     $  3,025,421        $  3,819,712

Increase (decrease) in net assets
Operations:
   Net investment income                                     16,691,109         1,912,227          549,562             899,632
   Net realized gains (losses) on investments                 2,865,382           448,426           74,402             103,410
   Change in net unrealized appreciation/ depreciation
      of investments                                         31,314,846           912,921          490,584           1,347,509
                                                        ---------------- ----------------- ------------------ ------------------
                                                        ---------------- ----------------- ------------------ ------------------
Net increase in net assets resulting from operations
                                                             50,871,337         3,273,574        1,114,548           2,350,551
Changes from principal transactions:
   Purchase payments, less sales charges, per payment
      fees and applicable premium taxes                     283,284,033        14,908,019        7,493,760          17,579,517
   Contract terminations                                    (51,871,322)         (147,494)         (76,769)           (243,855)
   Death benefit payments                                      (616,609)         (111,616)         (30,363)            (22,485)
   Flexible withdrawal option payments                         (591,573)          (23,563)         (12,654)            (56,396)
   Transfer payments to other contracts                    (112,300,367)       (2,385,375)        (672,843)         (2,164,022)
   Annuity payments                                             (48,233)                -                -                   -
                                                        ---------------- ----------------- ------------------ ------------------
                                                        ---------------- ----------------- ------------------ ------------------
Increase (decrease) in net assets from principal
   transactions                                             117,855,929        12,239,971        6,701,131          15,092,759
                                                        ---------------- ----------------- ------------------ ------------------
                                                        ---------------- ----------------- ------------------ ------------------
Total increase                                              168,727,266        15,513,545        7,815,679          17,443,310
                                                        ---------------- ----------------- ------------------ ------------------
                                                        ================ ================= ================== ==================
Net assets at December 31, 1995                            $346,611,319       $19,198,047      $10,841,100         $21,263,022
                                                        ================ ================= ================== ==================

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         Capital           Emerging         Government                       Money Market
  Bond Division       Accumulation      Growth Division     Securities     Growth Division     Division      World Division
                        Division                             Division
- ------------------ -------------------- ---------------- ----------------- ---------------- ---------------- ----------------

<S>                     <C>                  <C>               <C>              <C>               <C>          <C>         
    $  3,056,349        $  89,730,411        $  9,965,696      $30,273,698      $  8,101,324      $17,109,486  $  9,117,454



         806,529            8,803,011             354,473        2,021,914           479,398          656,604         207,759
          50,961            1,908,275             241,047         (303,527)          254,149                -          88,239

         679,932           12,768,964           5,294,039        3,801,338         3,955,502                -       2,064,057
- ------------------ --------------------- ---------------- ----------------- ---------------- ---------------- ------------------
- ------------------ --------------------- ---------------- ----------------- ---------------- ---------------- ------------------

       1,537,422           23,480,250           5,889,559        5,519,725         4,689,049          656,604       2,360,055


      15,702,412           37,285,598          28,874,128       24,062,104        29,628,926       92,190,303      15,559,266
        (274,508)         (34,074,636)           (420,250)      (9,547,633)         (428,438)      (6,320,639)       (337,100)
         (44,089)             (80,185)            (14,885)        (129,425)          (44,665)         (97,824)        (41,072)
         (73,005)             (87,530)            (52,968)         (96,784)          (50,522)         (85,680)        (52,471)
      (1,275,948)         (12,547,912)         (2,056,332)      (4,638,749)       (3,992,441)     (81,142,762)     (1,423,983)
               -              (48,233)                  -                -                 -                -               -
- ------------------ --------------------- ---------------- ----------------- ---------------- ---------------- ------------------
- ------------------ --------------------- ---------------- ----------------- ---------------- ---------------- ------------------

      14,034,862           (9,552,898)         26,329,693        9,649,513        25,112,860        4,543,398      13,704,640
- ------------------ --------------------- ---------------- ----------------- ---------------- ---------------- ------------------
- ------------------ --------------------- ---------------- ----------------- ---------------- ---------------- ------------------
      15,572,284           13,927,352          32,219,252       15,169,238        29,801,909        5,200,002      16,064,695
- ------------------ --------------------- ---------------- ----------------- ---------------- ---------------- ------------------
================== ===================== ================ ================= ================ ================ ==================
     $18,628,633         $103,657,763         $42,184,948      $45,442,936       $37,903,233      $22,309,488     $25,182,149
================== ===================== ================ ================= ================ ================ ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                 Statements of Changes in Net Assets (continued)

                                                                                 Aggressive     Asset Allocation
                                                               Combined        Growth Division       Division      Balanced Division
                                                           ------------------ ----------------- ------------------ -----------------
                                                                                                                   
<S>                                                             <C>                <C>              <C>                 <C>        
Net assets at January 1, 1996                                   $346,611,319       $19,198,047      $10,841,100         $21,263,022

Increase (decrease) in net assets
Operations:
   Net investment income                                          42,965,843         6,438,884        2,095,725           5,153,250
   Net realized gains on investments                              11,061,913         1,143,445          188,720              98,838
   Change in net unrealized appreciation/ depreciation
      of investments                                              32,048,646         3,397,775          206,378           1,366,906
                                                           ------------------ ----------------- ------------------ -----------------
                                                           ------------------ ----------------- ------------------ -----------------
Net increase in net assets resulting from operations
                                                                  86,076,402        10,980,104        2,490,823           6,618,994
Changes from principal transactions:
   Purchase payments, less sales charges, per payment
      fees and applicable premium taxes                          694,702,137        55,392,385       19,059,581          52,586,838
   Contract terminations                                         (66,787,528)       (1,366,444)      (1,010,182)         (1,643,846)
   Death benefit payments                                           (668,045)           (2,653)               -            (126,235)
   Flexible withdrawal option payments                            (3,510,262)         (159,580)        (189,515)           (377,428)
   Transfer payments to other contracts                         (250,275,882)      (11,214,670)      (1,169,128)         (2,842,813)
   Annuity payments                                                  (50,538)                -                -                   -
                                                           ------------------ ----------------- ------------------ -----------------
                                                           ------------------ ----------------- ------------------ -----------------
Increase in net assets from principal transactions
                                                                 373,409,882        42,649,038       16,690,756          47,596,516
                                                           ------------------ ----------------- ------------------ -----------------
                                                           ------------------ ----------------- ------------------ -----------------
Total increase                                                   459,486,284        53,629,142       19,181,579          54,215,510
                                                           ------------------ ----------------- ------------------ -----------------
                                                           ================== ================= ================== =================
Net assets at December 31, 1996                                 $806,097,603       $72,827,189      $30,022,679         $75,478,532
                                                           ================== ================= ================== =================

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        Capital        Emerging Growth       Government                         Money Market
  Bond Division      Accumulation          Division          Securities     Growth Division       Division        World Division
                       Division                               Division
- ------------------ ------------------ ------------------- ----------------- ----------------- ------------------ ------------------

<S>                      <C>              <C>                  <C>               <C>              <C>                <C>        
     $18,628,633         $103,657,763     $  42,184,948        $45,442,936       $37,903,233      $  22,309,488      $25,182,149



       2,403,702           18,674,002         1,752,277          3,505,098           499,338          1,183,113        1,260,454
          84,385            7,614,291         1,000,612            266,471           216,275                  -          448,876

        (906,639)           1,107,485        12,364,939         (1,358,430)        7,137,078                  -        8,733,154
- ------------------ ------------------ ------------------- ----------------- ----------------- ------------------ ------------------
- ------------------ ------------------ ------------------- ----------------- ----------------- ------------------ ------------------

       1,581,448           27,395,778        15,117,828          2,413,139         7,852,691          1,183,113       10,442,484


      38,496,000           82,813,992        73,546,898         53,225,139        59,193,247        219,306,074       41,081,983
      (1,339,557)         (38,943,389)       (2,654,193)       (10,402,344)       (3,020,145)        (4,638,362)      (1,769,066)
        (137,325)             (44,752)          (23,654)           (97,177)          (49,795)          (155,982)         (30,472)
        (515,754)            (358,969)         (309,539)          (698,302)         (305,373)          (433,930)        (161,872)
      (5,556,718)         (10,263,824)       (5,574,745)        (9,462,239)       (3,143,472)      (196,832,039)      (4,216,234)
               -              (50,538)                -                  -                 -                  -                -
- ------------------ ------------------ ------------------- ----------------- ----------------- ------------------ ------------------
- ------------------ ------------------ ------------------- ----------------- ----------------- ------------------ ------------------

      30,946,646           33,152,520        64,984,767         32,565,077        52,674,462         17,245,761       34,904,339
- ------------------ ------------------ ------------------- ----------------- ----------------- ------------------ ------------------
- ------------------ ------------------ ------------------- ----------------- ----------------- ------------------ ------------------
      32,528,094           60,548,298        80,102,595         34,978,216        60,527,153         18,428,874       45,346,823
- ------------------ ------------------ ------------------- ----------------- ----------------- ------------------ ------------------
================== ================== =================== ================= ================= ================== ==================
     $51,156,727         $164,206,061      $122,287,543        $80,421,152       $98,430,386      $  40,738,362      $70,528,972
================== ================== =================== ================= ================= ================== ==================
</TABLE>
<PAGE>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                          Notes to Financial Statements

                                December 31, 1996


1.  Investment and Accounting Policies

Principal  Mutual Life  Insurance  Company  Separate  Account B is a  segregated
investment account of Principal Mutual Life Insurance Company (Principal Mutual)
and is registered under the Investment  Company Act of 1940 as a unit investment
trust, with no stated limitations on the number of authorized units. As directed
by  eligible  contractholders,  Separate  Account B invests  solely in shares of
Principal  Aggressive Growth Fund, Inc.,  Principal Asset Allocation Fund, Inc.,
Principal  Balanced Fund,  Inc.,  Principal Bond Fund, Inc.,  Principal  Capital
Accumulation  Fund,  Inc.,  Principal  Emerging  Growth  Fund,  Inc.,  Principal
Government  Securities Fund, Inc.,  Principal Growth Fund, Inc., Principal Money
Market  Fund,  Inc.,  and  Principal  World  Fund,  Inc.,  diversified  open-end
management  investment companies organized by Principal Mutual.  Investments are
stated at the closing net asset values per share on December 31, 1996.

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 December 31, 1996,  Principal Mutual no longer accepted  contributions for
Pension  Builder Plus contracts.  Contractholders  are being given the option of
withdrawing  their  funds or  transferring  to another  contract.  In  addition,
Principal  Mutual no longer accepts  contributions  for Bankers Flexible Annuity
contracts.

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 $29,412 and $1,281, respectively, during the year ended December 31,
1996.  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 B.

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%  (1.0001%  for a Rollover  Individual  Retirement  Annuity) 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

<PAGE>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)

2.  Expenses (continued)

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 $553,979, $70,529, and $345,900, respectively, during the year ended
December 31, 1996.

Personal  Variable  Contracts - Mortality and expense risks assumed by Principal
Mutual are  compensated  for by a charge  equivalent  to an annual rate of 0.64%
(0.55% through June 30, 1996) of the asset value of each contract.  A contingent
sales charge of up to 5% may be deducted  from  withdrawals  from an  investment
account which correlates to a plan participant made during the first seven years
from the date the  first  contribution  which  relates  to such  participant  is
accepted by Principal  Mutual.  This charge does not apply to  withdrawals  made
from investment  accounts which  correlate to a plan  participant as a result of
the plan participant's death or permanent  disability.  An annual administration
charge  of $31 (1995 - $31) for each  participant's  account  plus  0.35% of the
annual average  balance of investment  account values which  correlate to a plan
participant will be deducted on a quarterly basis. The charges for mortality and
expense risks,  contingent sales and annual administration  amounted to $68,986,
$42,892, and $27,281, respectively, during the year ended December 31, 1996.

Premier  Variable  Contracts - Mortality  and expense risks assumed by Principal
Mutual are  compensated  for by a charge  equivalent  to an annual rate of 0.42%
(0.33%  through  June 30, 1996) of the asset value of each  contract.  An annual
administration  charge of $300 for each contract account plus .35% of the annual
average  balance of investment  account values under the contract will be billed
or deducted on a quarterly  basis.  The charges for mortality  expense risks and
annual administration amounted to $261,025 and $9,158, respectively,  during the
year ended December 31, 1996.  There were no contingent  sales charges  provided
for in these contracts.

The  Principal  Variable  Annuity -  Mortality  and  expense  risks  assumed  by
Principal Mutual are compensated for by a charge equivalent to an annual rate of
1.25% of the asset value of each contract. A contingent sales charge of up to 6%
may be  deducted  from the  withdrawals  made  during  the  first six years of a
contract, except for death, annuitization,  permanent disability, confinement in
a health care facility,  or terminal illness. An annual administration charge of
the lessor of two percent of the accumulated value or $30 is deducted at the end
of the  contract  year.  Principal  Mutual  reserves  the  right  to  charge  an
additional  administrative  fee  of up to  0.15%  of the  asset  value  of  each
Division.  This fee is currently  being  waived.  The mortality  expense  risks,
contingent sales, and annual  administration  amounted to $5,841,459,  $266,007,
and $139,074, respectively, during the year ended December 31, 1996.
<PAGE>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)

3.  Federal Income Taxes

Operations  of  Separate  Account B 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 B.

4.  Purchases and Sales of Investment Securities

The aggregate units and cost of purchases and proceeds from sales of investments
were as follows:

<TABLE>
<CAPTION>
                                                               Year ended December 31, 1996
                                          ----------------------------------------------------------------------------
                                            Units           Amount               Units           Amount
                                          Purchased        Purchased           Redeemed         Redeemed
                                          -------------- ----------------- ------------------ -----------------
                                          -------------- ----------------- ------------------ -----------------
   Aggressive Growth Division:
<S>                                         <C>              <C>                  <C>            <C>          
      The Principal Variable Annuity         3,416,591       $  62,452,075          769,423      $  13,364,153

   Asset Allocation Division:
      The Principal Variable Annuity         1,544,152          21,444,448          191,810          2,657,967

   Balanced Division:
      Personal Variable                        900,014           1,242,103          211,977            272,089
      Premier Variable                       5,270,554           7,416,331        1,120,817          1,444,677
      The Principal Variable Annuity         3,548,083          49,664,576          259,759          3,856,478
                                          -------------- ----------------- ------------------ -----------------
                                          -------------- ----------------- ------------------ -----------------
                                             9,718,651          58,323,010        1,592,553          5,573,244
   Bond Division:
      Personal Variable                        285,136             369,062          112,030            138,062
      Premier Variable                       1,952,308           2,549,386          547,808            675,630
      The Principal Variable Annuity         3,045,208          38,461,117          574,453          7,215,525
                                          -------------- ----------------- ------------------ -----------------
                                          -------------- ----------------- ------------------ -----------------
                                             5,282,652          41,379,565        1,234,291          8,029,217
   Capital Accumulation Division:
      Bankers Flexible Annuity                  11,898             852,606           58,526            965,050
      Pension Builder Plus                     613,448           4,544,826        7,042,406         27,014,157
      Pension Builder Plus - Rollover IRA
                                                34,576             622,428        1,641,455          6,423,138
      Personal Variable                      1,293,441           2,795,547          715,206          1,184,726
      Premier Variable                       6,804,423          15,405,949        3,666,783          6,140,022
      The Principal Variable Annuity         4,618,190          79,100,172          582,660          9,767,913
                                          -------------- ----------------- ------------------ -----------------
                                          -------------- ----------------- ------------------ -----------------
                                            13,375,976         103,321,528       13,707,036         51,495,006
   Emerging Growth Division:
      Personal Variable                        716,271           1,017,826          174,386            241,556
      Premier Variable                       4,583,657           6,499,991          757,309          1,081,357
      The Principal Variable Annuity         4,746,934          68,839,812          521,488          8,297,672
                                          -------------- ----------------- ------------------ -----------------
                                          -------------- ----------------- ------------------ -----------------
                                            10,046,862          76,357,629        1,453,183          9,620,585
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)




4.  Purchases and Sales of Investment Securities (continued)

                                                                     Year ended December 31, 1996
                                            --------------------------------------------------------------------------------
                                                 Units                Amount               Units              Amount
                                               Purchased            Purchased            Redeemed            Redeemed
                                            ------------------ --------------------- ------------------ --------------------
   Government Securities Division:
<S>                                              <C>                <C>                    <C>                <C>           
      Pension Builder Plus                           224,490        $       525,632         2,784,796         $    5,186,539
      Pension Builder Plus - Rollover IRA
                                                       1,918                 49,120         1,374,538              2,618,548
      Personal Variable                              723,523              1,041,512           676,962                867,506
      Premier Variable                             3,069,889              4,387,401         2,715,719              3,448,465
      The Principal Variable Annuity               4,181,060             51,598,893           761,477              9,411,325
                                            ------------------ --------------------- ------------------ --------------------
                                            ------------------ --------------------- ------------------ --------------------
                                                   8,200,880             57,602,558         8,313,492             21,532,383
   Growth Division:
      Personal Variable                              713,466                950,832           177,314                234,080
      Premier Variable                             5,218,991              6,959,663         1,276,677              1,711,826
      The Principal Variable Annuity               3,810,008             52,649,457           340,777              5,440,246
                                            ------------------ --------------------- ------------------ --------------------
                                            ------------------ --------------------- ------------------ --------------------
                                                   9,742,465             60,559,952         1,794,768              7,386,152
   Money Market Division:
      Pension Builder Plus                           172,768                392,894           909,680              1,654,451
      Pension Builder Plus - Rollover IRA                 35                 13,779           412,615                760,905
      Personal Variable                            3,693,865              4,468,236         3,995,717              4,765,060
      Premier Variable                            31,816,273             36,988,147        29,395,716             33,985,887
      The Principal Variable Annuity              16,446,056            179,091,511        14,887,402            161,359,390
                                            ------------------ --------------------- ------------------ --------------------
                                            ------------------ --------------------- ------------------ --------------------
                                                  52,128,997            220,954,567        49,601,130            202,525,693
   World Division:
      Personal Variable                              423,219                522,642            95,601                114,884
      Premier Variable                             3,372,385              4,182,033           746,605                929,782
      The Principal Variable Annuity               3,081,130             38,224,953           429,786              5,720,169
                                            ------------------ --------------------- ------------------ --------------------
                                            ------------------ --------------------- ------------------ --------------------
                                                   6,876,734             42,929,628         1,271,992              6,764,835
                                            ------------------ --------------------- ------------------ --------------------
                                            ================== ===================== ================== ====================
                                                 120,333,960           $745,324,960        79,929,678           $328,949,235
                                            ================== ===================== ================== ====================
</TABLE>
<PAGE>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)

4.  Purchases and Sales of Investment Securities (continued)

<TABLE>
<CAPTION>
                                                                              Year ended December 31, 1995
                                                     -------------------------------------------------------------------------------
                                                           Units              Amount               Units               Amount
                                                         Purchased           Purchased           Redeemed             Redeemed
                                                     ------------------ -------------------- ------------------ --------------------
                                                     ------------------ -------------------- ------------------ --------------------
   Aggressive Growth Division:
<S>                                                        <C>                   <C>               <C>                  <C>         
      The Principal Variable Annuity                        1,162,971            $16,957,154          201,095           $  2,804,956

   Asset Allocation Division:
      The Principal Variable Annuity                          678,626              8,127,343           70,172                876,650

   Balanced Division:
      Personal Variable                                       334,553                385,447           11,639                 14,109
      Premier Variable                                      4,677,390              5,246,438        1,485,326              1,592,984
      The Principal Variable Annuity                        1,080,849             12,976,336           78,060              1,008,737
                                                     ------------------ -------------------- ------------------ --------------------
                                                     ------------------ -------------------- ------------------ --------------------
                                                            6,092,792             18,608,221        1,575,025              2,615,830
   Bond Division:
      Personal Variable                                       123,065                148,020           22,243                 25,730
      Premier Variable                                      1,840,967              2,123,674          663,884                722,145
      The Principal Variable Annuity                        1,184,200             14,349,589           83,479              1,032,017
                                                     ------------------ -------------------- ------------------ --------------------
                                                     ------------------ -------------------- ------------------ --------------------
                                                            3,148,232             16,621,283          769,606              1,779,892
   Capital Accumulation Division:
      Bankers Flexible Annuity                                 (2,074)               586,673           26,790                484,160
      Pension Builder Plus                                  1,177,659              6,843,608        7,859,266             22,762,416
      Pension Builder Plus - Rollover IRA                   1,886,220              1,378,668        5,357,391             11,244,730
      Personal Variable                                     1,106,595              1,748,682          408,298                529,070
      Premier Variable                                      9,404,706             13,956,170        8,547,118             10,455,522
      The Principal Variable Annuity                        1,739,038             22,863,899          206,288              2,651,689
                                                     ------------------ -------------------- ------------------ --------------------
                                                     ------------------ -------------------- ------------------ --------------------
                                                           15,312,144             47,377,700       22,405,151             48,127,587
   Emerging Growth Division:
      Personal Variable                                       292,833                348,128           18,735                 22,981
      Premier Variable                                      2,320,114              2,651,113          543,652                613,426
      The Principal Variable Annuity                        2,252,301             26,559,212          165,780              2,237,880
                                                     ------------------ -------------------- ------------------ --------------------
                                                     ------------------ -------------------- ------------------ --------------------
                                                            4,865,248             29,558,453          728,167              2,874,287

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)




4.  Purchases and Sales of Investment Securities (continued)

                                                                              Year ended December 31, 1995
                                                     -------------------------------------------------------------------------------
                                                           Units              Amount               Units               Amount
                                                         Purchased           Purchased           Redeemed             Redeemed
                                                     ------------------ -------------------- ------------------ --------------------
   Government Securities Division:
<S>                                                        <C>                <C>                  <C>                <C>           
      Pension Builder Plus                                    586,364         $    1,344,275        2,795,319         $    4,747,357
      Pension Builder Plus - Rollover IRA                     117,394                407,431        2,462,194              4,357,297
      Personal Variable                                       724,111                966,857          408,940                483,072
      Premier Variable                                      4,015,136              5,118,317        3,286,750              3,736,310
      The Principal Variable Annuity                        1,576,129             18,708,169          125,206              1,549,586
                                                     ------------------ -------------------- ------------------ --------------------
                                                     ------------------ -------------------- ------------------ --------------------
                                                            7,019,134             26,545,049        9,078,409             14,873,622
   Growth Division:
      Personal Variable                                       288,529                338,347           15,831                 18,761
      Premier Variable                                      3,384,751              3,805,395          634,749                707,988
      The Principal Variable Annuity                        2,193,600             26,238,189          338,161              4,062,924
                                                     ------------------ -------------------- ------------------ --------------------
                                                     ------------------ -------------------- ------------------ --------------------
                                                            5,866,880             30,381,931          988,741              4,789,673
   Money Market Division:
      Pension Builder Plus                                    259,307                585,027          928,805              1,623,965
      Pension Builder Plus - Rollover IRA                      73,307                206,073        1,861,305              3,275,611
      Personal Variable                                     4,808,023              5,271,738        4,407,096              4,786,833
      Premier Variable                                     19,308,743             21,221,953       18,140,572             19,805,796
      The Principal Variable Annuity                        6,262,716             65,784,577        5,594,373             58,377,161
                                                     ------------------ -------------------- ------------------ --------------------
                                                     ------------------ -------------------- ------------------ --------------------
                                                           30,712,096             93,069,368       30,932,151             87,869,366
   World Division:
      Personal Variable                                       147,751                154,436            9,257                 10,003
      Premier Variable                                      2,079,728              2,137,579          544,500                566,419
      The Principal Variable Annuity                        1,337,260             13,699,818          126,959              1,503,012
                                                     ------------------ -------------------- ------------------ --------------------
                                                     ------------------ -------------------- ------------------ --------------------
                                                            3,564,739             15,991,833          680,716              2,079,434
                                                     ------------------ -------------------- ------------------ --------------------
                                                     ================== ==================== ================== ====================
                                                           78,422,862           $303,238,335       67,429,233           $168,691,297
                                                     ================== ==================== ================== ====================
</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.
<PAGE>
<TABLE>
<CAPTION>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)



5.  Net Assets

Net assets at December 31, 1996 consisted of the following:

                                                                                                               Net Unrealized
                                                                                                                Appreciation
                                                                                          Accumulated Net      (Depreciation)
                                                       Combined       Unit Transactions  Investment Income     of Investments
                                                   ------------------ ------------------ ------------------- --------------------
   Aggressive Growth Division:
<S>                                                    <C>                <C>                <C>                 <C>         
      The Principal Variable Annuity                   $  72,827,189      $  61,520,104      $  7,036,476        $  4,270,609

   Asset Accumulation Division:
      The Principal Variable Annuity                      30,022,679         26,903,818         2,509,072             609,789

   Balanced Division:
      Personal Variable                                    1,379,720          1,256,243             98,597             24,880
      Premier Variable                                    10,195,711          9,039,835            790,665            365,211
      The Principal Variable Annuity                      63,903,101         56,916,021          4,859,644          2,127,436
                                                   ------------------ ------------------ ------------------- --------------------
                                                   ------------------ ------------------ ------------------- --------------------
                                                          75,478,532         67,212,099          5,748,906          2,517,527
   Bond Division:
      Personal Variable                                      342,860            337,692             16,621            (11,453)
      Premier Variable                                     3,283,167          3,137,358            188,841            (43,032)
      The Principal Variable Annuity                      47,530,700         45,146,759          2,730,348           (346,407)
                                                   ------------------ ------------------ ------------------- --------------------
                                                   ------------------ ------------------ ------------------- --------------------
                                                          51,156,727         48,621,809          2,935,810           (400,892)
   Capital Accumulation Division:
      Bankers Flexible Annuity                             6,269,610          1,223,652          3,467,049          1,578,909
      Pension Builder Plus                                14,676,410          9,061,050          3,383,150          2,232,210
      Pension Builder Plus - Rollover IRA                  2,617,241          1,601,037            608,334            407,870
      Personal Variable                                    5,361,512          4,111,369            797,887            452,256
      Premier Variable                                    33,366,293         24,904,371          5,188,107          3,273,815
      The Principal Variable Annuity                     101,914,995         85,550,057         12,453,311          3,911,627
                                                   ------------------ ------------------ ------------------- --------------------
                                                   ------------------ ------------------ ------------------- --------------------
                                                         164,206,061        126,451,536         25,897,838         11,856,687
   Emerging Growth Division:
      Personal Variable                                    1,269,228          1,106,793             19,852            142,583
      Premier Variable                                     8,795,394          7,458,640            186,583          1,150,171
      The Principal Variable Annuity                     112,222,921         94,053,742          2,101,069         16,068,110
                                                   ------------------ ------------------ ------------------- --------------------
                                                   ------------------ ------------------ ------------------- --------------------
                                                         122,287,543        102,619,175          2,307,504         17,360,864
   Government Securities Division:
      Pension Builder Plus                                 2,208,125          1,895,024            305,297              7,804
      Pension Builder Plus - Rollover IRA                    785,763            663,396            128,582             (6,215)
      Personal Variable                                    2,496,826          2,321,860            205,773            (30,807)
      Premier Variable                                     9,783,076          8,955,630            855,616            (28,170)
      The Principal Variable Annuity                      65,147,362         61,690,559          3,837,971           (381,168)
                                                   ------------------ ------------------ ------------------- --------------------
                                                   ------------------ ------------------ ------------------- --------------------
                                                          80,421,152         75,526,469          5,333,239           (438,556)
</TABLE>
<PAGE>
<TABLE>
                         Principal Mutual Life Insurance
                           Company Separate Account B

                    Notes to Financial Statements (continued)




5.  Net Assets (continued)

                                                                                                               Net Unrealized
                                                                                                                Appreciation
                                                                                          Accumulated Net      (Depreciation)
                                                       Combined       Unit Transactions  Investment Income     of Investments
                                                   ------------------ ------------------ ------------------- --------------------
   Growth Division:
<S>                                                   <C>                <C>                <C>                <C>           
      Personal Variable                               $    1,137,156     $    1,039,273     $       10,425     $       87,458
      Premier Variable                                     9,551,201          8,421,782            136,389            993,030
      The Principal Variable Annuity                      87,742,029         76,959,897            811,838          9,970,294
                                                   ------------------ ------------------ ------------------- --------------------
                                                          98,430,386         86,420,952            958,652         11,050,782
   Money Market Division:
      Pension Builder Plus                                 1,077,889            985,117             92,772                  -
      Pension Builder Plus - Rollover IRA                     50,788             46,119              4,669                  -
      Personal Variable                                      981,411            975,322              6,089                  -
      Premier Variable                                     6,337,610          6,303,955             33,655                  -
      The Principal Variable Annuity                      32,290,664         32,119,647            171,017                  -
                                                   ------------------ ------------------ ------------------- --------------------
                                                   ------------------ ------------------ ------------------- --------------------
                                                          40,738,362         40,430,160            308,202                  -
   World Division:
      Personal Variable                                      658,659            565,011             12,253             81,395
      Premier Variable                                     5,838,045          4,891,233            136,780            810,032
      The Principal Variable Annuity                      64,032,268         53,176,031          1,257,084          9,599,153
                                                   ------------------ ------------------ ------------------- --------------------
                                                   ------------------ ------------------ ------------------- --------------------
                                                          70,528,972         58,632,275          1,406,117         10,490,580
                                                   ------------------ ------------------ ------------------- --------------------
                                                   ================== ================== =================== ====================
                                                        $806,097,603       $694,338,397        $54,441,816        $57,317,390
                                                   ================== ================== =================== ====================
</TABLE>
                        Report of Independent Auditors

The Board of Directors
Principal Mutual Life Insurance Company

We have audited the accompanying  consolidated  statements of financial position
of The  Principal  Financial  Group (the  Company) as of December 31, 1996 and
1995, and the related  consolidated  statements of  operations,  equity and cash
flows  for  the  years  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.  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  consolidated  financial  position of The Principal
Financial Group at December 31, 1996 and 1995, and the consolidated results of
its  operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

As discussed in Note 1 to the  consolidated  financial  statements,  in 1996 the
Company adopted certain  accounting  changes to conform with generally  accepted
accounting principles for mutual life insurance  enterprises,  and retroactively
restated the 1995 financial statements for the change.

/s/ Ernst & Young

Des Moines, Iowa
February 7, 1997
<PAGE>
                          The Principal Financial Group
                      Consolidated Statements of Operations

                                                   Year ended December 31
                                                     1996          1995*
                                                 ----------------------------
                                                 ----------------------------
                                                        (In Millions)
Revenue
Premiums and annuity and other considerations        $5,121        $5,243
Policy and contract charges                             655           580
Net investment income                                 2,780         2,693
Net realized capital gains                              436           122
Commissions and other income                            150           143
                                                 ----------------------------
Total revenue                                         9,142         8,781

Expenses
Benefits, claims and settlement expenses              6,087         6,142
Dividends to policyowners                               299           307
Operating expenses                                    1,926         1,781
                                                 ----------------------------
                                                 ----------------------------
Total expenses                                        8,312         8,230
                                                 ----------------------------

Income before income taxes                              830           551

Income taxes                                            304           207
                                                 ----------------------------
                                                 ============================
Net income                                          $   526       $   344
                                                 ============================

* As restated.  See Note 1.

See accompanying notes.
<PAGE>
                          The Principal Financial Group
                  Consolidated Statements of Financial Position

                                                               December 31
                                                            1996         1995*
                                                        ------------------------
                                                        ------------------------
                                                              (In Millions)

Assets
Debt securities, available-for-sale                        $21,974      $21,837
Equity securities, available-for-sale                        1,023        1,446
Mortgage loans                                              12,409       11,380
Real estate                                                  2,474        2,263
Policy loans                                                   736          711
Other investments                                               68           79
Cash and cash equivalents                                      271          295
Accrued investment income                                      464          479
Deferred acquisition costs                                   1,058          938
Property held for Company use                                  222          210
Separate account assets                                     17,218       12,957
Other assets                                                 1,225        1,369
                                                        ------------------------
                                                        ========================
Total assets                                               $59,142      $53,964
                                                        ========================
                                                        ========================

Liabilities
Contractholder funds                                       $23,194      $22,465
Future policy benefits and claims                           10,575       10,058
Other policyowner funds                                        454          476
Policyowner dividends payable                                  447          455
Debt                                                           399          361
Income taxes currently payable                                 283          214
Deferred income taxes                                          623          930
Separate account liabilities                                17,166       12,891
Other liabilities                                            1,347        1,508
                                                        ------------------------
                                                        ------------------------
Total liabilities                                           54,488       49,358

Equity
Surplus                                                      3,803        3,277
Net unrealized gains on available- securities                  860        1,336
Foreign currency translation adjustment, net                    (9)          (7)
                                                        ------------------------
                                                        ------------------------
Total equity                                                 4,654        4,606
                                                        ------------------------
                                                        ========================
Total liabilities and equity                               $59,142      $53,964
                                                        ========================

* As restated.  See Note 1.

See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
                          The Principal Financial Group
                        Consolidated Statements of Equity

                                                                Net Unrealized
                                                                   Gains on       Foreign Currency
                                                              Available-for-Sale    Translation
                                                    Surplus       Securities      Adjustment, net   Total Equity
                                                  ---------------------------------------------------------------
                                                                          (In Millions)

<S>                                                 <C>           <C>                    <C>           <C>   
   Balances at January 1, 1995*                     $2,933        $     48               $(6)          $2,975

   Net income                                          344               -                 -              344
   Increase in unrealized appreciation on debt
     securities available-for-sale                       -           1,834                 -            1,834
   Increase in unrealized appreciation on equity
     securities available-for-sale                       -             411                 -              411
   Adjustments for assumed changes in
     amortization pattern:
     Deferred acquisition costs                          -            (315)                -             (315)
     Unearned revenue reserves                           -              52                 -               52
   Provision for deferred income taxes                   -            (694)                -             (694)
   Change in foreign currency translation
     adjustment, net                                     -               -                (1)              (1)
                                                  ---------------------------------------------------------------
   Balances at December 31, 1995                     3,277           1,336                (7)           4,606

   Net income                                          526               -                 -              526
   Decrease in unrealized appreciation on debt
     securities available-for-sale                       -            (543)                -             (543)
   Decrease in unrealized appreciation on equity
     securities available-for-sale                       -            (262)                -             (262)
   Adjustments for assumed changes in
     amortization pattern:
     Deferred acquisition costs                          -              83                 -               83
     Unearned revenue reserves                           -             (11)                -              (11)
   Provision for deferred income tax benefit             -             257                 -              257
   Change in foreign currency translation
     adjustment, net                                     -               -                (2)              (2)
                                                  ---------------------------------------------------------------
                                                  ===============================================================
   Balances at December 31, 1996                    $3,803         $   860               $(9)          $4,654
                                                  ===============================================================

* As restated.  See Note 1.

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          The Principal Financial Group
                      Consolidated Statements of Cash Flows


                                                                                 Year ended December 31
                                                                                  1996          1995*
                                                                              -----------------------------
                                                                              -----------------------------
                                                                                     (In Millions)
Operating activities
<S>                                                                              <C>           <C> 
Net income                                                                       $    526      $    344
Adjustments to reconcile net income to net cash provided by operating
   activities:
   Amortization of deferred acquisition costs                                         178           145
   Additions to deferred acquisition costs                                           (215)         (206)
   Accrued investment income                                                           15             6
   Contractholder and policyowner liabilities and dividends                           240           523
   Current and deferred income taxes                                                   20            93
   Net realized capital gains                                                        (436)         (122)
   Depreciation and amortization expense                                              112            97
   Other                                                                             (230)          437
                                                                              -----------------------------
                                                                              -----------------------------
Net adjustments                                                                      (316)          973
                                                                              -----------------------------
Net cash provided by operating activities                                             210         1,317

Investing activities 
Available-for-sale securities:
   Purchases                                                                      (11,762)      (13,195)
   Sales                                                                            8,949         9,333
   Maturities                                                                       2,796         2,485
Mortgage loans acquired or originated                                              (2,955)       (2,837)
Mortgage loans sold or repaid                                                       1,619         1,702
Real estate acquired                                                                 (166)         (143)
Real estate sold                                                                      253            38
Net change in policy loans                                                            (25)          (28)
Net change in property held for company use                                           (18)          (44)
Net change in other investments                                                       (74)          (11)
                                                                              -----------------------------
Net cash used in  investment activities                                            (1,383)       (2,700)

Financing activities
Issuance of debt                                                                       43            21
Principal repayments of debt                                                          (29)          (71)
Proceeds of short-term borrowings                                                   1,451           990
Repayment of short-term-borrowings                                                 (1,282)         (990)
Investment contract deposits                                                        7,496         6,756
Investment contract withdrawals                                                    (6,530)       (5,310)
                                                                              -----------------------------
Net cash provided by financing activities                                           1,149         1,396
                                                                              -----------------------------

Net increase (decrease) in cash and cash equivalents                                  (24)           13

Cash and cash equivalents at beginning of year                                        295           282
                                                                              -----------------------------
                                                                              =============================
Cash and cash equivalents at end of year                                        $     271     $     295
                                                                              =============================

* As restated.  See Note 1.

See accompanying notes.
</TABLE>
<PAGE>
                          The Principal Financial Group
                   Notes to Consolidated Financial Statements

                                December 31, 1996

1.  Nature of Operations and Significant Accounting Policies

Description of Business

The Principal  Financial  Group (the Company),  comprised of Principal  Mutual
Life Insurance Company (Principal Mutual) and its subsidiaries, is a diversified
financial services  organization engaged in the marketing and management of life
insurance,  annuity,  health, pension and other financial products and services,
primarily in the United States.

Basis of Presentation

The  accompanying  consolidated  financial  statements  of the  Company  and its
majority-owned  subsidiaries  have been  prepared in conformity  with  generally
accepted  accounting  principles (GAAP).  Less than  majority-owned  entities in
which the Company has at least a 20%  interest  are reported on the equity basis
in the consolidated  statements of financial position as other investments.  All
significant intercompany accounts and transactions have been eliminated.

Total assets of the unconsolidated entities amounted to $1.5 billion at December
31, 1996 and $1.7  billion at December 31, 1995,  and total  revenues  were $349
million in 1996 and $320  million in 1995.  During  1996 and 1995,  the  Company
included $(3) million and $(9) million,  respectively,  in net investment income
representing   the   Company's   share  of  current   year  net  losses  of  the
unconsolidated entities.

Accounting Changes

Prior to 1996, the Company prepared its financial  statements in conformity with
reporting  practices  prescribed or permitted by the  Insurance  Division of the
Department of Commerce of the State of Iowa. Such practices were considered GAAP
for mutual life insurance companies through 1995. Financial Accounting Standards
Board (FASB)  Interpretation  (FIN) No. 40,  Applicability of Generally Accepted
Accounting  Principles  to  Mutual  Life  Insurance  and Other  Enterprises,  as
amended,  which is effective  for 1996 annual  financial  statements,  no longer
permits  statutory-basis  financial statements to be described as being prepared
in conformity with GAAP.

Accordingly,   the  Company  has  adopted  GAAP,  including  various  accounting
pronouncements but primarily Statement of Financial  Accounting Standards (SFAS)
No. 120,  Accounting and Reporting by Mutual Life Insurance  Enterprises  and by
Insurance  Enterprises  for Certain  Long-Duration  Participating  Contracts and
Statement of Position (SOP) 95-1, Accounting for Certain Insurance Activities of
Mutual  Life   Insurance   Enterprises,   which  address  the   accounting   for
long-duration and short-duration insurance and reinsurance contracts,  including
all participating business.

<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

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

Pursuant  to the  requirements  of FIN No. 40,  SFAS No.  120 and SOP 95-1,  the
effect of the changes  from the  statutory  basis to GAAP  accounting  have been
applied  retroactively and the previously issued 1995 financial  statements have
been  restated  for the change.  The effect of the changes  applicable  to years
prior to January 1,  1995,  has been  presented  as a  restatement  of equity as
follows (in millions):

   Equity at January 1, 1995, as previously reported             $1,927
   Adjustment for the cumulative effect on prior years of
     retroactively adopting GAAP                                  1,048
                                                             ---------------
                                                             ===============
   Equity at January 1, 1995, as restated                        $2,975
                                                             ===============

The adoption of GAAP had the effect of  increasing  net income for 1996 and 1995
by approximately $111 million and $81 million, respectively.

Future Application of Accounting Standards

In June 1996,  the FASB  issued  SFAS No.  125,  Accounting  for  Transfers  and
Servicing of Financial Assets and  Extinguishments of Liabilities.  SFAS No. 125
provides consistent accounting standards for securitizations and other transfers
of financial assets,  determines when financial assets  (liabilities)  should be
considered sold (settled) and removed from the statement of financial  position,
and determines when related revenues and expenses should be recognized. SFAS No.
125 is generally  effective for transfers and servicing of financial  assets and
extinguishments of liabilities occurring after December 31, 1996.

SFAS No. 125 was subsequently amended in December 1996 by SFAS No. 127, Deferral
of the Effective Date of Certain  Provisions of FASB Statement No. 125. SFAS No.
127 deferred for one year the  effective  date for  transfers  and  servicing of
repurchase agreements,  dollar rolls, securities lending, secured borrowings and
collateral and similar transactions.  These Statements will be applicable to the
Company. Management believes that they will not have a significant impact on the
Company's consolidated financial statements.

Use of Estimates in the Preparation of Financial Statements

The  preparation  of  the  Company's   consolidated   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  consolidated  financial  statements  and
accompanying notes.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)




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

Significant Risks

The following is a description of the most significant risks facing  diversified
financial service organizations and how the Company mitigates those risks:

Legal or  regulatory  risk is the risk that  changes in the legal or  regulatory
environment  in which an insurer  operates will create  additional  expenses not
anticipated by the insurer in pricing its products.  The Company  mitigates this
risk by offering a wide range of products and  operating  throughout  the United
States  and the world,  thus  reducing  its  exposure  to any single  product or
jurisdiction,  and also by employing  underwriting  practices which identify and
minimize the adverse impact of this risk.

Credit  risk is the risk that  issuers  of  securities  owned by the  Company or
borrowers on mortgage  loans on real estate will  default or that other  parties
that owe the Company  money,  will not pay. The Company  minimizes  this risk by
adhering to a conservative  investment strategy, by maintaining sound credit and
collection policies and by providing for any amounts deemed uncollectible.

Interest  rate risk is the risk that  interest  rates  will  change  and cause a
decrease  in the value of the  Company's  investments.  This change in rates may
cause certain  interest-sensitive  products to become uncompetitive or may cause
disintermediation.  The  Company  mitigates  this  risk  by  charging  fees  for
policyowners'  contract  terminations,  by offering  products that transfer this
risk to the purchaser   and by attempting to match the maturity  schedule of its
assets  with  the  expected  payout  of  its  liabilities.  To the  extent  that
liabilities  come due more quickly than assets mature,  an insurer would have to
borrow funds or sell assets prior to maturity and  potentially  recognize a gain
or loss.

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand,  money market  instruments and
other debt issues with a maturity date of three months or less when purchased.

Investments

Investments in debt and equity  securities are classified as  available-for-sale
and,  accordingly,  are carried at fair value. (See Note 10 for policies related
to the determination of fair value.) The cost of debt securities is adjusted for
amortization  of premiums  and accrual of  discounts,  both  computed  using the
interest method. The cost of debt and equity securities is adjusted for declines
in value that are other  than  temporary.  For the  loan-backed  and  structured
securities included in the bond portfolio, the Company recognizes income using a
constant  effective  yield  based  on  currently   anticipated   prepayments  as
determined  by  broker-dealer  surveys or internal  estimates  and the estimated
lives of the securities.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

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

Investment real estate is reported at cost less accumulated  depreciation.  Such
real estate is carried net of valuation allowances when indicators of impairment
are present and the  undiscounted  cash flows to be generated by the real estate
exceed carrying  amounts.  Properties  acquired  through loan  foreclosures  are
recorded at 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  amount  reductions  as  a  result  of
depreciation and quarterly  valuation  determinations.  Changes in the valuation
allowance  are charged or credited to income.  Depreciation  expense is computed
primarily  on the  basis  of  accelerated  and  straight-line  methods  over the
estimated  useful  lives of the assets.  Real estate  expected to be disposed is
carried at the lower of cost or fair value, less cost to sell.

Commercial  and  residential  mortgage  loans are reported at cost  adjusted for
amortization  of premiums and accrual of discounts,  computed using the interest
method, and net of valuation allowances. Any changes in the valuation allowances
are reported as realized gains  (losses) on  investments.  The Company  measures
impairment based upon the present value of expected cash flows discounted at the
loan's effective  interest rate. If foreclosure is probable,  the measurement of
impairment is based upon the fair value of the collateral.

Net realized  capital gains and losses on investments  are determined  using the
specific identification basis.

Policy loans and other investments are primarily reported at cost.

Futures and Forward Contracts and Interest Rate and Equity Swaps (Derivatives)

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 both
those contracts that hedge risks associated with interest rate  fluctuations and
equity swaps are recognized in the period incurred.

Contractholder and Policyowner Liabilities

Contractholder and policyowner liabilities  (contractholder funds, future policy
benefits and claims and other policyowner funds) include reserves for investment
contracts and reserves for universal life,  limited payment,  participating  and
traditional life insurance policies.  Investment  contracts are contractholders'
funds left with the  Company  and  generally  include  reserves  for pension and
annuity contracts.  Reserves on investment contracts are equal to the cumulative
deposits less any applicable charges plus credited interest.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

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

Reserves for universal life insurance contracts are equal to cumulative premiums
less charges plus credited  interest which  represents the account balances that
accrue to the benefit of the policyowners, excluding surrender charges. Reserves
for  non-participating  term life insurance contracts are computed on a basis of
assumed  investment  yield,  mortality,  morbidity  and  expenses,  including  a
provision for adverse deviation, which generally vary by plan, year of issue and
policy  duration.  Investment  yield  is  based  on  the  Company's  experience.
Mortality,  morbidity and withdrawal rate assumptions are based on experience of
the Company and are periodically  reviewed  against both industry  standards and
experience.

Reserves for participating  life insurance  contracts are based on the net level
premium reserve for death and endowment policy benefits.  This net level premium
reserve is calculated  based on dividend fund interest rate and mortality  rates
guaranteed in calculating the cash surrender values described in the contract.

Some of the Company's  policies and contracts require payment of fees in advance
for services that will be rendered over the estimated  lives of the policies and
contracts.  These  payments are  established as unearned  revenue  reserves upon
receipt and included in other policyowner  funds in the consolidated  statements
of  financial  position.  These  unearned  revenue  reserves  are  amortized  to
operations over the estimated lives of these policies and contracts.

The  liability  for unpaid  accident  and health  claims is an  estimate  of the
ultimate  net cost of  reported  and  unreported  losses not yet  settled.  This
liability  is estimated  using  actuarial  analyses and case basis  evaluations.
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 Premiums, Fees and Benefits

Traditional individual life and health insurance products include those products
with fixed and  guaranteed  premiums and benefits,  and consist  principally  of
whole life and term life insurance policies and certain immediate annuities with
life  contingencies.  Life insurance premiums and immediate annuity premiums are
recognized as premium revenue when due.

Group life and health  insurance  premiums  are  generally  recorded  as premium
revenue over the term of the coverage.  Some group  contracts allow for premiums
to be  adjusted to reflect  emerging  experience.  Such  adjusted  premiums  are
recognized in the period that the related experience emerges. Fees for contracts
providing claim  processing or other  administrative  services are recorded over
the period the service is provided.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

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

Related  policy  benefits and expenses for  individual and group life and health
insurance  products  are  associated  with  earned  premiums  and  result in the
recognition of profits over the expected lives of the policies and contracts.

Universal  life-type  policies are insurance  contracts  with terms that are not
fixed and  guaranteed.  Amounts  received as payments for such contracts are not
reported  as  premium  revenues.  Revenues  for  universal  life-type  insurance
contracts consist of policy charges for the cost of insurance, policy initiation
and  administration,  surrender  charges and other fees that have been  assessed
against policy account  values.  Policy  benefits and claims that are charged to
expense  include  interest  credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.

Investment   contracts  do  not  subject  the  Company  to  risks  arising  from
policyowner  mortality  or  morbidity,   and  consist  primarily  of  Guaranteed
Investment Contracts (GICs) and certain deferred annuities.  Amounts received as
payments  for  investment  contracts  are  established  as  investment  contract
liability  balances  and are not  reported  as premium  revenues.  Revenues  for
investment  contracts  consist of  investment  income and policy  administration
charges.  Investment  contract  benefits  that are  charged to  expense  include
benefit claims incurred in the period in excess of related  investment  contract
liability  balances  and  interest  credited to  investment  contract  liability
balances.

Deferred Acquisition Costs

Commissions and other costs  (underwriting,  issuance and agency  expenses) that
vary  with and are  primarily  related  to the  acquisition  of new and  renewal
insurance  policies and  investment  contract  business are  capitalized  to the
extent  recoverable.  Acquisition  costs that are not deferrable and maintenance
costs are charged to operations as incurred.

Deferred  acquisition  costs for  universal  life-type  insurance  contracts and
participating  life  insurance  policies  and  investment  contracts  are  being
amortized  over the lives of the  policies  and  contracts  in  relation  to the
emergence  of estimated  gross profit  margins.  This  amortization  is adjusted
retrospectively when estimates of current or future gross profits and margins to
be realized  from a group of products and  contracts  are revised.  The deferred
acquisition costs of  non-participating  term life insurance  policies are being
amortized  over  the  premium-paying   period  of  the  related  policies  using
assumptions consistent with those used in computing policyowner liabilities.

Deferred acquisition costs are subject to recoverability  testing at the time of
policy issue and loss recognition  testing at the end of each accounting period.
Deferred  acquisition  costs  would  be  written  off to the  extent  that it is
determined  that future policy  premiums and  investment  income or gross profit
margins would not be adequate to cover related losses and expenses.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

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

Reinsurance

The Company  enters into  reinsurance  agreements  with other  companies  in the
normal  course of  business.  The  Company may assume  reinsurance  from or cede
reinsurance to other companies.  Reinsurance premiums, expenses,  recoveries 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,   reported  on  a  gross  basis.  The  Company  is
contingently  liable with respect to reinsurance ceded to other companies in the
event the reinsurer is unable to meet the obligations it has assumed.

Separate Accounts

The  separate  account  assets and  liabilities  presented  in the  consolidated
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 separate  account
assets are  legally  segregated  and are not subject to claims that arise out of
any  other   business  of  the   Company.   The  Company   receives  a  fee  for
administrative, maintenance and investment advisory services that is included in
the consolidated  statements of operations.  Deposits, net investment income and
realized and  unrealized  capital gains and losses on the separate  accounts are
not reflected in the consolidated statements of operations.

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.  Current income taxes are charged or credited
to operations  based upon amounts  estimated to be payable or  recoverable  as a
result of taxable  operations  for the current year.  Deferred  income taxes are
provided for the tax effect of differences in the financial reporting and income
tax bases of assets and  liabilities  and net  operating  losses  using  enacted
income tax rates and laws.  The effect on deferred  tax assets and  deferred tax
liabilities  of a change in tax rates is  recognized in operations in the period
in which the change is enacted.

Foreign Exchange

The  Company's  foreign  subsidiaries'  statements  of  financial  position  and
operations  are translated at the current  exchange  rates and average  exchange
rates for the year, respectively. Resulting translation adjustments are reported
as a component of equity.  Other  translation  adjustments for foreign  currency
transactions that affect cash flows are reported in current operations.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

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

Pension and Postretirement Benefits

The Company accounts for its pension benefits and postretirement  benefits other
than pension (medical, life insurance and long-term care) using the full accrual
method.

Property Held for Company Use

Property  held for  Company use  includes  home  office  properties  and related
leasehold  improvements.   Property  held  for  Company  use  is  shown  in  the
consolidated  statements  of  financial  position  at cost less  allowances  for
accumulated  depreciation.  Provisions  for  depreciation  of property  held for
Company  use are  computed  principally  on the  straight-line  method  over the
estimated useful lives of the assets.  Property held for Company use and related
accumulated depreciation are as follows (in millions):

                                                December 31
                                            1996           1995
                                        -----------------------------

   Property held for Company use              $285          $266
   Accumulated depreciation                    (63)          (56)
                                        =============================
   Property held for Company use, net         $222          $210
                                        =============================

Other Assets

Intangible assets are included in other assets in the consolidated statements of
financial  position.  The cost of  acquired  subsidiaries  in excess of the fair
value of the net assets (i.e.,  goodwill) and other intangible assets (primarily
customer lists and institutional  customer  relationships) have been recorded in
connection  with  acquisitions.  These assets are  amortized on a  straight-line
basis  primarily over 40 years with the exception of assets  acquired after 1995
which are amortized  over ten years.  The carrying  amount of goodwill and other
intangible  assets is reviewed  periodically  for  indicators  of  impairment in
value. Intangible assets and related accumulated amortization are as follows (in
millions):

                                            December 31
                                        1996           1995
                                    -----------------------------

   Goodwill                               $135          $113
   Accumulated amortization                (22)          (31)
                                    -----------------------------
   Goodwill, net                           113            82

   Other intangible assets, net             34            56
                                    -----------------------------

   Total intangible assets                $147          $138
                                    =============================
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

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

Mortgage  servicing rights of $272 million and $176 million at December 31, 1996
and  1995,  respectively,  are  included  in other  assets  in the  consolidated
statements  of  financial  position  and  represent  the cost of  purchasing  or
originating the right to service mortgage loans. These costs are capitalized and
amortized to operations  over the estimated  remaining  lives of the  underlying
loans using the interest method and taking into account  appropriate  prepayment
assumptions. Capitalized mortgage servicing rights are periodically assessed for
impairment,  which is  recognized in the  consolidated  statements of operations
during the period in which  impairment  occurs by  establishing a  corresponding
valuation allowance.

Other assets are reported primarily at cost.

Reclassifications

Certain  reclassifications  have been made to the 1995  financial  statements to
conform to the 1996 consolidated presentation.

2.  Investments

Under  SFAS No.  115,  Accounting  for  Certain  Investments  in Debt and Equity
Securities,   securities   are  generally   classified  as   available-for-sale,
held-to-maturity,  or  trading.  The  Company  has  classified  its entire  debt
securities  portfolio  as  available-for-sale,  although  it  is  generally  the
Company's  intent to hold these  securities  to  maturity.  The Company has also
classified all equity securities as available-for-sale. Securities classified as
available-for-sale are reported at fair value in the consolidated  statements of
financial  position with the related unrealized holding gains and losses on such
available-for-sale  securities  reported as a separate component of equity after
adjustments for related changes in deferred acquisition costs,  unearned revenue
reserves and deferred income taxes.

<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

2.  Investments (continued)

The cost,  gross  unrealized  gains and losses and fair value of debt and equity
securities  available-for-sale  as of December 31, 1996 and 1995, are as follows
(in millions):

<TABLE>
<CAPTION>
                                                                   Gross           Gross
                                                                Unrealized      Unrealized         Fair
                                                   Cost            Gains          Losses          Value
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
   December 31, 1996
   Bonds:
<S>                                              <C>           <C>                  <C>          <C>      
     United States Government and agencies       $     246     $       1            $  1         $     246
     States and political subdivisions                 303            13               -               316
     Corporate - public                              4,487           200              15             4,672
     Corporate - private                            12,876           737              25            13,588
     Mortgage-backed securities                      3,112            60              27             3,145
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
                                                    21,024         1,011              68            21,967
   Redeemable preferred stocks                           5             2               -                 7
                                              ===============================================================
     Total debt securities                         $21,029        $1,013             $68           $21,974
                                              ===============================================================
     Total equity securities                     $     502       $   536             $15          $  1,023
                                              ===============================================================

   December 31, 1995
   Bonds:
     United States Government and agencies        $    294     $       4           $   -          $    298
     States and political subdivisions                 281            19               -               300
     Corporate - public                              4,467           328              16             4,779
     Corporate - private                            12,211         1,081              57            13,235
     Mortgage-backed securities                      3,085           134               4             3,215
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
                                                    20,338         1,566              77            21,827
   Redeemable preferred stocks                          11             1               2                10
                                              ===============================================================
     Total debt securities                         $20,349        $1,567             $79           $21,837
                                              ===============================================================
     Total equity securities                     $     663       $   794             $11          $  1,446
                                              ===============================================================
</TABLE>
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

2.  Investments (continued)

The cost and fair value of debt  securities  available-for-sale  at December 31,
1996, by expected maturity, are as follows (in millions):

                                                Cost      Fair Value
                                               ----------------------
                                               ----------------------

   Due in one year or less                      $  1,290   $  1,314
   Due after one year through five years           6,486      6,720
   Due after five years through ten years          6,271      6,590
   Due after ten years                             3,865      4,198
                                               ----------------------
                                               ----------------------
                                                  17,912     18,822
   Mortgage-backed and other securities without
     a single maturity date                        3,117      3,152
                                               ----------------------
                                               ======================
   Total                                         $21,029    $21,974
                                               ======================

The above summarized activity is based on expected maturities. Actual maturities
may differ because borrowers may have the right to call or pre-pay obligations.

Major  categories  of net  investment  income  are  summarized  as  follows  (in
millions):

                                                  Year ended December 31
                                                   1996           1995
                                               -----------------------------

   Debt securities available-for-sale              $1,608        $1,603
   Equity securities available-for-sale                33            41
   Mortgage loans                                     922         1,008
   Real estate                                        338           162
   Policy loans                                        49            48
   Cash and cash equivalents                           15             8
   Other                                               60            24
                                               -----------------------------
                                               -----------------------------
                                                    3,025         2,894

   Less investment expenses                          (245)         (201)
                                               -----------------------------
                                               =============================
   Net investment income                           $2,780        $2,693
                                               =============================
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

2.  Investments (continued)

The major  components of realized  capital  gains  (losses) on  investments  are
summarized as follows (in millions):

                                                  Year ended December 31
                                                   1996           1995
                                               -----------------------------

   Debt securities, available-for-sale:
     Gross gains                                    $121           $144
     Gross losses                                    (73)           (40)
   Equity securities, available-for-sale:
     Gross gains                                     451             40
     Gross losses                                     (5)            (9)
   Mortgage loans                                     (4)             3
   Real estate                                        14              6
   Other                                             (68)           (22)
                                               =============================
   Net realized capital gains                       $436           $122
                                               =============================

Proceeds  from  sales  of  investments  (excluding  maturity  proceeds)  in debt
securities  were $7.8 billion and $6.5  billion in 1996 and 1995,  respectively.
Gross gains of $76  million and $93 million and gross  losses of $69 million and
$54 million in 1996 and 1995, respectively, were realized on those sales. Of the
1996 and 1995 proceeds, $7.2 billion and $6.1 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 $64 million and $66 million and gross losses of
$53  million and $17 million in 1996 and 1995,  respectively,  were  realized on
sales of  mortgage-backed  securities.  At December  31,  1996,  the Company had
security  purchases  payable  totaling $331 million relating to the purchases of
mortgage-backed securities at forward dates.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

2.  Investments (continued)

The  unrealized  appreciation  on  investments  in debt  and  equity  securities
available-for-sale  is reported as a separate  component  of equity,  reduced by
adjustments to deferred  acquisition  costs and unearned  revenue  reserves that
would have been  required as a charge or credit to  operations  had such amounts
been  realized and a provision  for  deferred  income  taxes.  The amount of net
unrealized gains on available-for-sale securities is as follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1996           1995
                                                                              -----------------------------

<S>                                                                                <C>          <C>   
   Unrealized appreciation on debt  securities, available-for-sale                 $945         $1,488
   Unrealized appreciation  on equity  securities, available-for-sale               521            783
   Adjustments for assumed changes in amortization pattern:
     Deferred acquisition costs                                                    (160)          (243)
     Unearned revenue reserves                                                       17             28
   Provision for deferred income taxes                                             (463)          (720)
                                                                              =============================
   Net unrealized gains on available-for-sale securities                           $860         $1,336
                                                                              =============================
</TABLE>

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, 1996 and 1995, the commercial  mortgage portfolio is diversified by
geographic region and specific collateral property type as follows:

                Geographic Distribution              Property Type Distribution
                      December 31                           December 31
                -----------------------               -----------------------
                    1996        1995                      1996       1995
                -----------------------               -----------------------
                -----------------------               -----------------------

Pacific              30%         33%       Industrial      35%        38%
South Atlantic       22          21        Retail          34         30
North Central        17          16        Office          28         29
Mid Atlantic         15          16        Other            3          3
South Central         7           6
New England           5           5
Mountain              4           3
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

2.  Investments (continued)

Mortgage  loans on real estate are considered  impaired  when,  based on current
information  and  events,  it is  probable  that the  Company  will be unable to
collect all amounts due according to  contractual  terms of the loan  agreement.
When the Company  determines  that a loan is impaired,  a provision  for loss is
established for the difference  between the carrying amount of the mortgage loan
and the estimated value. Estimated value is based on either the present value of
the expected future cash flows discounted at the loan's effective interest rate,
the  loan's  observable  market  price  or fair  value  of the  collateral.  The
provision for losses is reported as realized gains (losses) on investments.

Mortgage loans deemed to be uncollectible  are charged against the allowance for
losses and subsequent  recoveries are credited to the allowance for losses.  The
allowance for losses is maintained at a level believed adequate by management to
absorb estimated probable credit losses. Management's periodic evaluation of the
adequacy of the allowance  for losses is based on the  Company's  past loan loss
experience,  known and inherent risks in the portfolio,  adverse situations that
may  affect  the  borrower's  ability  to  repay,  the  estimated  value  of the
underlying  collateral,  composition  of the loan  portfolio,  current  economic
conditions and other relevant factors.  The evaluation is inherently  subjective
as it requires  estimating  the amounts and timing of future cash flows expected
to be received on impaired loans that may change.

A summary of the changes in the mortgage loan allowance for losses is as follows
(in millions):

                                                              December 31
                                                          1996           1995
                                                      --------------------------

Balance at beginning of year                               $115           $127
Provision for losses                                         16             16
Releases due to write-downs, sales and foreclosures         (10)           (28)
                                                      ==========================
Balance at end of year                                     $121           $115
                                                         =======================

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.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

2.  Investments (continued)

The Company was servicing approximately 328,000 and 286,000 loans with aggregate
principal balances of approximately $24.4 and $19.9 billion at December 31, 1996
and 1995, respectively.  In connection with these mortgage servicing activities,
the Company held funds in trust for others totaling  approximately  $175 million
and $145 million at December 31, 1996 and 1995, respectively. In connection with
its loan  administration  activities,  the Company advances payments of property
taxes and insurance  premiums and also advances  principal and interest payments
to  investors  in  advance of  collecting  funds from  specific  mortgagors.  In
addition,  the Company makes  certain  payments of attorney fees and other costs
related to loans in foreclosure. These amounts receivable are recorded, at cost,
as advances on serviced loans.  Amounts  advanced are considered in management's
evaluation of the adequacy of the allowance for loan loss.

Real estate includes properties directly owned by the Company that are generally
held for  investment  purposes.  Real estate  holdings  and related  accumulated
depreciation are as follows (in millions):

                                              December 31
                                          1996           1995
                                      -----------------------------

   Real estate                            $2,743        $2,481
   Accumulated depreciation                 (269)         (218)
                                      =============================
   Real estate, net                       $2,474        $2,263
                                      =============================

Other  investments  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 $1.4  billion  and $1.5  billion at
December 31, 1996 and 1995, respectively.  The Company is committed to providing
additional  mortgage financing for such joint ventures  aggregating $146 million
at December 31, 1996.

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. The equity swaps were terminated  during 1996
and a realized  loss of $81  million  recorded.  Common  stocks of $633  million
associated  with these  equity  swaps were sold  during  1996 and a gain of $402
million recorded, resulting in a net realized gain of $321 million.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

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 ($148
million at December 31, 1996,  and $303 million at December 31, 1995)  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. 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, 1996 and 1995, were $970 million and $599 million, respectively,
and the credit  exposure  at  December  31, 1996 and 1995 was $15 million and $8
million,  respectively.  The  Company is exposed to credit  loss in the event of
nonperformance  of  the  counterparties.   This  credit  risk  is  minimized  by
purchasing such agreements from financial institutions with superior performance
records.  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,
1996 and 1995, 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.

The Company  enters into currency  exchange swap  agreements to convert  certain
foreign  denominated  fixed rate assets into U.S. dollar  denominated fixed rate
assets  and  eliminate  the  exposure  to future  currency  volatility  on those
securities.  At December  31,  1996,  the Company had various  foreign  currency
exchange agreements with maturities ranging from 1997 to 2018, with an aggregate
notional amount involved of  approximately  $373 million and the credit exposure
was $9 million.  The average unexpired term of the swaps was approximately seven
years at December 31, 1996.

The Company uses  interest  rate floors in hedging a portion of its portfolio of
mortgage  servicing  rights from  prepayment  risk  associated  with  changes in
interest rates. At December 31, 1996, the Company had entered into interest rate
floors with a notional value of $1.3 billion. The floors provide for the receipt
of payments when interest  rates are below  predetermined  interest rate levels.
The  premiums  paid for floors are  included  in other  assets on the  Company's
consolidated statements of financial position.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

4.  Accident and Health Reserves

Activity  in the  liability  for unpaid  accident  and health  claims,  which is
included with future policy benefits and claims in the  consolidated  statements
of financial position, is summarized as follows (in millions):

                                              Year ended December 31
                                               1996           1995
                                           -----------------------------

   Balance at beginning of year               $   810       $   824

   Incurred:
     Current year                               3,051         3,179
     Prior years                                  (29)           (5)
                                           -----------------------------
                                           -----------------------------
   Total incurred                               3,022         3,174

   Payments:
     Current year                               2,535         2,654
     Prior years                                  497           534
                                           -----------------------------
   Total payments                               3,032         3,188
                                           -----------------------------

   Balance at end of year:
     Current year                                 516           525
     Prior years                                  284           285
                                           -----------------------------
                                           =============================
   Total balance at end of year               $   800       $   810
                                           =============================

The activity  summary in the  liability  for unpaid  accident and health  claims
shows a decrease of $29 million and $5 million to the December 31, 1995 and 1994
liability for unpaid accident and health claims, respectively,  arising in prior
years. Such liability adjustments, which affected current operations during 1996
and 1995,  respectively,  resulted from  developed  claims for prior years being
different than were  anticipated  when the  liabilities  for unpaid accident and
health claims were originally estimated. These favorable development trends have
been considered in  establishing  the current year liability for unpaid accident
and health claims.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

5.  Debt

The  components  of debt as of December  31, 1996 and  December  31, 1995 are as
follows (in millions):

                                                      December 31
                                                 1996           1995
                                             ------------------------------

      7.875% notes payable, due 2024              $199          $199
      8% notes payable, due 2044                    99            99
      Mortgages and other notes payable            101            63
                                             ==============================
      Total debt                                  $399          $361
                                             ==============================

On March 10,  1994,  Principal  Mutual  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 notes. The discount and direct
costs  associated  with issuing these notes are being  amortized to expense over
their respective  terms using the interest method.  Each payment of interest and
principal on the notes, however, 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 Principal  Mutual has sufficient  surplus  earnings to make such
payments.  For both of the years ended  December 31, 1996 and 1995,  interest of
$24 million was approved by the Commissioner, paid and charged to expense.

Subject to  Commissioner  approval,  the surplus  notes due March 1, 2024 may be
redeemed at Principal Mutual'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.

In addition,  subject to Commissioner  approval, the notes due March 1, 2044 may
be redeemed at Principal  Mutual'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 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.

The  other   mortgages  and  notes  payable  are   financings  for  real  estate
developments.  The Company has obtained  loans with  various  lenders to finance
these developments. Outstanding principal balances as of December 31, 1996 range
from $1 million to $9 million with interest rates generally ranging from 5.9% to
7.7%.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

5.  Debt (continued)

At  December  31,  1996,  future  annual  maturities  of debt are as follows (in
millions):

   1997                                    $  29
   1998                                       17
   1999                                        2
   2000                                        2
   2001                                        2
   Thereafter                                347
                                         ----------
                                         ==========
   Total future maturities of debt          $399
                                         ==========

Cash  paid for  interest  for 1996 and  1995 was $52  million  and $50  million,
respectively.

The  Company  issues  commercial  paper  periodically  to  meet  its  short-term
financing needs and also has credit  facilities with various banks.  The Company
had outstanding  credit borrowings of $15 million at December 31, 1996 and other
outstanding  borrowings of $154 million at December 31, 1996. These  outstanding
borrowings are included in other  liabilities in the consolidated  statements of
financial position. There were no outstanding borrowings at December 31, 1995.


6.  Income Taxes

The Company's income tax expense (benefit) is as follows (in millions):

                                     Year ended December 31
                                      1996           1995
                                  -----------------------------

   Current income taxes:
     Federal                           $145           $104
     State and foreign                   (1)             5
     Realized capital gains             210             41
                                  -----------------------------
   Total current income taxes           354            150
   Deferred income taxes                (50)            57
                                  =============================
   Total income taxes                  $304           $207
                                  =============================

Due to the inherent  differences between income for financial reporting purposes
and income for tax purposes,  the Company's  provision for income taxes does not
have the customary  relationship of taxes to income. This difference between the
prevailing  corporate  income tax rate of 35% times the  pre-tax  income and the
Company's  effective tax rate on pre-tax  income is generally due to the Company
making  adequate  provisions  for  any  challenges  of the tax  filings  and tax
payments to the various taxing jurisdictions.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

6.  Income Taxes (continued)

The Internal  Revenue  Service (the  Service) has completed  examination  of the
consolidated  federal  income tax  returns of  Principal  Mutual and  affiliated
companies  through 1992. The Service has commenced its examination for the years
1993 and 1994. The Company believes that there are adequate  defenses against or
sufficient provisions for any challenges.

The  Company's  deferred  income tax  liabilities  and assets are as follows (in
millions):

                                                  December 31
                                              1996           1995
                                          -----------------------------

   Deferred income tax liabilities            $1,110        $1,319
   Deferred income tax assets                    487           389
                                          =============================
   Deferred income taxes, net                $   623       $   930
                                          =============================

The Company's  significant  deferred income tax liabilities and assets relate to
unrealized  gains on  available-for-sale  debt and equity  securities,  deferred
acquisition  costs,  unrealized  joint venture  losses,  policy  liabilities and
accruals and contractholder  funds and claims,  policyowner  dividend liability,
prepaid  postretirement  benefits other than pension,  other investment  related
items and  premiums  and fees  receivable.  No  valuation  allowances  have been
recognized against deferred tax assets.

The Company  has not  recognized  deferred  taxes  related to the  undistributed
earnings of certain foreign  subsidiaries that are considered to be indefinitely
reinvested  because the Company does not expect to repatriate these earnings.  A
tax liability will be recognized when the Company expects  distribution of those
earnings in the form of dividends, sale of the investment or otherwise.

Cash paid for income  taxes in 1996 and 1995 was $285  million and $99  million,
respectively.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

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.  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 consolidated statements of financial position and consolidated statements of
operations  as of and for the years  ended  December  31,  1996 and 1995,  is as
follows (in millions):

                                                                  December 31
                                                                 1996    1995
                                                                 ------------
                                                                 ------------
Actuarial present value of benefit obligations:
   Vested benefit obligation                                      $482   $439
                                                                 ============
                                                                 ============
   Accumulated benefit obligation                                 $495   $464
                                                                 ============
                                                                 ============

Plan assets at fair value, primarily affiliated mutual funds
   and investment contracts of the Company                        $841   $723
Projected benefit obligation                                       732    670
                                                                 ------------
Plan assets in excess of projected benefit obligation              109     53

Unrecognized net (gains) losses and funding different from 
   that assumed and from changes in assumptions                    (29)    41
Unrecognized prior service cost                                     17      1
Unrecognized net transition asset                                  (60)   (70)
                                                                 ------------
                                                                 ============
Prepaid pension asset                                            $  37  $  25
                                                                 ============
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

7.  Employee and Agent Benefits (continued)

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

                                                            Year ended
                                                            December 31
                                                       1996           1995
                                                    -------------------------

      Service cost                                     $  38         $  25
      Interest cost on projected benefit obligation       46            39
      Actual return on plan assets                      (118)         (144)
      Net amortization and deferral                       42            79
                                                    -------------------------
                                                    =========================
      Total net periodic pension expense (income)     $    8        $   (1)
                                                    =========================

The  weighted-average  assumed  discount rate used in determining  the projected
benefit obligation was 7.25% and 7% at December 31, 1996 and 1995, respectively.
Some of the trusts  holding the plan assets are subject to income taxes at a 35%
tax rate while others are not subject to income  taxes.  For both 1996 and 1995,
the  expected  long-term  rates of return on plan assets were  approximately  6%
(after  estimated  income  taxes) for those  trusts  subject to income taxes and
approximately 10% for those trusts not subject to 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 up to $ 9,500 in 1996 and $9,240 in 1995 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.  The Company
contributed  $13  million  in 1996  and $11  million  in 1995 to  these  defined
contribution plans.

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.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

7.  Employee and Agent Benefits (continued)

The  postretirement  plans'  combined  funded  status,   reconciled  to  amounts
recognized in the consolidated statements of financial position and consolidated
statements  of  operations  as of and for the years ended  December 31, 1996 and
1995, is as follows (in millions):

<TABLE>
<CAPTION>
                                                                                     December 31
                                                                                 1996            1995
                                                                            -------------------------------
   Plan assets at fair value, primarily affiliated mutual funds and
<S>                                                                              <C>             <C> 
     investment contracts of the Company                                         $247            $208
   Accumulated postretirement benefit obligation:
     Retirees                                                                     (87)            (84)
     Eligible employees                                                           (38)            (39)
     Active employees not eligible to retire                                      (93)            (89)
                                                                            -------------------------------
                                                                            -------------------------------
   Total accumulated postretirement benefit obligation                           (218)           (212)
                                                                            -------------------------------
                                                                            -------------------------------
   Excess (deficiency) of plan assets over (under) accumulated
     postretirement benefit obligation                                             29              (4)

   Unrecognized net losses and funding different from that assumed and
     from changes in assumptions                                                  (10)             20
   Unrecognized net transition obligation                                          17              21
                                                                            -------------------------------
                                                                            ===============================
   Postretirement benefit asset                                                 $  36           $  37
                                                                            ===============================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                      Year ended
                                                                                     December 31
                                                                                 1996            1995
                                                                            -------------------------------
                                                                            -------------------------------

<S>                                                                               <C>            <C> 
   Service cost                                                                   $12            $  7
   Interest cost on accumulated postretirement benefit cost                        15              14
   Actual return on plan assets                                                   (32)            (43)
   Amortization of transition obligation                                            4               4
   Net amortization of gains and losses                                            19              34
                                                                            ===============================
   Total net periodic postretirement benefit cost                                 $18             $16
                                                                            ===============================
</TABLE>
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

7.  Employee and Agent Benefits (continued)

The  weighted-average  assumed discount rate used in determining the accumulated
postretirement  benefit  obligation  was 7.25% and 7% at  December  31, 1996 and
1995,  respectively.  Some of the trusts  holding the plan assets are subject to
income taxes at a 35% tax rate while others are not subject to income taxes. For
both 1996 and 1995, the expected  long-term  rates of return on plan assets were
approximately  6% (after  estimated  income  taxes) for those trusts  subject to
income taxes and  approximately 9% for those trusts not subject to 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 1996, declines to 9.5% in
2001 and then  declines to an ultimate  rate of 6.5% in 2032. 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, 1996
would increase by 19.5% ($33 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, 1996 by 24.5% ($6 million).

8.  Reinsurance

Reinsurance  contracts  do not  relieve  the  Company  from its  obligations  to
policyowners.  Failure of reinsurers to honor their  obligations could result in
losses to the Company. The Company evaluates the financial strength of potential
reinsurers  and  continually   monitors  the  financial   condition  of  present
reinsurers. The Company also monitors concentrations of credit risk arising from
similar  geographic  regions,  activities  or  economic  characteristics  of the
reinsurers  to minimize  its  exposure  to  significant  losses  from  reinsurer
insolvencies.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

8.  Reinsurance (continued)

The effect of reinsurance on premiums and annuity and other  considerations  and
benefits, claims and settlement expenses is as follows (in millions):

                                                        Year ended
                                                       December 31
                                                   1996            1995
                                                 -------------------------
                                                 -------------------------

Premiums and annuity and other considerations:
  Direct                                          $5,034          $5,171
  Assumed                                            116              99
  Ceded                                              (29)            (27)
                                                 =========================
Net premiums and annuity and other considerations $5,121          $5,243
                                                 =========================
                                                 =========================

Benefits, claims and settlement expenses:
  Direct                                          $6,003          $6,070
  Assumed                                            109              99
  Ceded                                              (25)            (27)
                                                 =========================
Net benefits, claims and settlement expenses      $6,087          $6,142
                                                 =========================

9.  Other Commitments and Contingencies

The Company,  as a lessor,  leases industrial,  office,  retail and other wholly
owned investment real estate properties under various  operating leases.  Rental
income for all operating leases totaled $310 million in 1996 and $260 million in
1995. At December 31, 1996, future minimum annual rental commitments under these
noncancelable operating leases are as follows (in millions):

   1997                                     $   273
   1998                                         240
   1999                                         200
   2000                                         161
   2001                                         116
   Thereafter                                   444
                                          -------------
                                          =============
   Total future minimum lease receipts       $1,434
                                          =============
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

9.  Other Commitments and Contingencies (continued)

The Company,  as a lessee,  leases office space,  data processing  equipment and
office furniture and equipment under various  operating  leases.  Rental expense
for all operating leases totaled $73 million in 1996 and $69 million in 1995. At
December  31,  1996,  future  minimum  annual  rental  commitments  under  these
noncancelable operating leases are as follows (in millions):

   1997                                         $  58
   1998                                            42
   1999                                            32
   2000                                            21
   2001                                            14
   Thereafter                                      28
                                             -----------
                                                  195
   Less future sublease rental income               4
                                             -----------
   Total future minimum lease payments           $191
                                             ===========

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 the resolution of such actions would not have a material
effect on the Company's consolidated 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  policyowners  and  claimants  in the  event  of
insolvency  of other  insurance  companies.  The  assessments  may be  partially
recovered  through a reduction in future  premium taxes in some states.  At both
December  31,  1996 and 1995,  approximately  $15  million is  reserved in other
liabilities in the  consolidated  statements of financial  position for possible
guarantee  fund  assessments  for which  notices have not been  received and the
Company does not anticipate receiving a premium tax credit.

10.  Fair Value of Financial Instruments

The following  discussion  describes the methods and assumptions utilized by the
Company in estimating  its fair value  disclosures  for  financial  instruments.
Certain financial instruments,  particularly  policyowner liabilities other than
investment   contracts,   are   excluded   from  these  fair  value   disclosure
requirements. The 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 financial  instruments
presented  below.  The  estimates  shown are not  necessarily  indicative of the
amounts that would be realized in a one-time,  current market exchange of all of
the Company's financial instruments.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

10.  Fair Value of Financial Instruments (continued)

The Company defines fair value as the quoted market prices for those instruments
that are actively  traded in  financial  markets.  In cases where quoted  market
prices are not available, fair values are estimated using present value or other
valuation  techniques.  The fair value estimates are made at a specific point in
time,  based on available  market  information and judgments about the financial
instrument,  including estimates of timing, amount of expected future cash flows
and the credit standing of counterparts.  Such estimates do not consider the tax
impact of the realization of unrealized gains or losses. In many cases, the fair
value estimates cannot be substantiated by comparison to independent markets. In
addition,  the  disclosed  fair  value  may  not be  realized  in the  immediate
settlement of the financial instrument.

Fair values of public debt and equity  securities  have been  determined  by the
Company from public quotations, when available. Private placement securities and
other debt and equity  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.

Fair values of  commercial  mortgage  loans are  determined by  discounting  the
expected  total cash flows using market rates that are  applicable to the yield,
credit quality and maturity of each loan.  Fair values of  residential  mortgage
loans are  determined 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 fair values for assets  classified as policy loans,  other  investments  and
cash  and  cash  equivalents  in the  accompanying  consolidated  statements  of
financial position approximates their carrying amounts.

The fair values of the Company's  reserves and liabilities  for  investment-type
insurance contracts  (insurance,  annuity and other policy contracts that do not
involve  significant  mortality or morbidity risk and that are only a portion of
the  policyowner   liabilities  appearing  in  the  consolidated  statements  of
financial  position) 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).
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.

Fair values for debt issues are estimated  using  discounted  cash flow analysis
based  on  the  Company's  incremental  borrowing  rate  for  similar  borrowing
arrangements.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

10.  Fair Value of Financial Instruments (continued)

The  carrying  amounts  and  estimated  fair values of the  Company's  financial
instruments at December 31, 1996 and 1995, are as follows (in millions):

<TABLE>
<CAPTION>
                                                             1996                         1995
                                                  ---------------------------  ----------------------------
                                                     Carrying       Fair         Carrying        Fair
                                                      Amount        Value         Amount         Value
                                                  ---------------------------  ----------------------------
                                                  ---------------------------  ----------------------------

 Assets (liabilities)

<S>                                                   <C>           <C>            <C>           <C>    
   Debt securities (see Note 2)                       $21,974       $21,974        $21,837       $21,837
   Equity securities (see Note 2)                       1,023         1,023          1,446         1,446
   Mortgage loans                                      12,409        12,823         11,380        11,965
   Policy loans                                           736           736            711           711
   Other investments                                       68            68             79            79
   Cash and cash equivalents                              271           271            295           295
   Investment-type insurance contracts                (22,196)      (22,158)       (21,538)      (21,960)
   Debt                                                  (399)         (427)          (361)         (401)
</TABLE>

11.  Statutory Insurance Financial Information

Principal  Mutual,  the  largest  member  of The  Principal  Financial  Group,
prepares  statutory  financial  statements  in  accordance  with the  accounting
practices prescribed or permitted by the Insurance Division of the Department of
Commerce of the State of Iowa. Prescribed statutory accounting practices include
a variety of publications of the National Association of Insurance Commissioners
as well as state laws,  regulations and general  administrative rules. Permitted
statutory  accounting  practices  encompass  all  accounting  practices  not  so
prescribed.  The  impact of any  permitted  accounting  practices  on  statutory
surplus is not material.  The  accounting  practices  used to prepare  statutory
financial  statements  for regulatory  filings differ in certain  instances from
GAAP.  Prescribed or permitted statutory  accounting practices are used by state
insurance departments to regulate the Company.
<PAGE>
                          The Principal Financial Group
             Notes to Consolidated Financial Statements (continued)

11.  Statutory Insurance Financial Information (continued)

The following summary  reconciles the assets and equity at December 31, 1996 and
1995,  and net  income  for the years  ended  December  31,  1996 and  1995,  in
accordance  with statutory  reporting  practices  prescribed or permitted by the
Insurance Division of the Department of Commerce of the State of Iowa (Principal
Mutual only) with that reported in these consolidated GAAP financial  statements
(in millions):

<TABLE>
<CAPTION>
                                                                     Assets       Equity     Net Income
                                                                  -----------------------------------------
                                                                  -----------------------------------------
   December 31, 1996
   As reported in accordance with statutory accounting practices
<S>                                                                 <C>           <C>           <C> 
     - unconsolidated                                               $56,837       $2,504        $415
   Additions (deductions):
     Unrealized gain on debt securities available-for-sale              964          964           -
     Consolidation and basis changes of certain subsidiaries           (259)         (10)          -
     Adjustment for cash and cash equivalents                          (152)           -           -
     Adjustment to record statutory non-admitted assets                  52           52           -
     Investment adjustments other than debt securities                  766          911          53
     Adjustments to insurance reserves                                 (156)        (238)        (40)
     Deferral of policy acquisition costs                             1,058        1,058          38
     Adjustments for pension and postretirement accounting               78           78         (17)
     Surplus note reclassification as debt                                -         (298)          -
     Adjustments to dividend liabilities                                  -          123          (1)
     Provision for deferred federal income taxes                         (6)        (493)         60
     Other - net                                                        (40)           3          18
                                                                  -----------------------------------------
                                                                  =========================================
   As reported in these consolidated GAAP financial statements      $59,142       $4,654        $526
                                                                  =========================================
   December 31, 1995
   As reported in accordance with statutory accounting practices
     - unconsolidated                                               $51,268       $2,208        $263
   Additions (deductions):
     Unrealized gain on debt securities available-for-sale            1,553        1,553           -
     Consolidation and basis changes of certain subsidiaries            (95)         (10)         64
     Adjustment for cash and cash equivalents                          (245)           4           -
     Adjustment to record statutory non-admitted assets                  73           73           -
     Investment adjustments other than debt securities                  568          917          (4)
     Adjustments to insurance reserves                                 (128)        (152)         (8)
     Deferral of policy acquisition costs                               937          937          61
     Adjustments for pension and postretirement accounting               66           66         (11)
     Surplus note reclassification as debt                                -         (298)          -
     Adjustments to dividend liabilities                                  -          124           1
     Provision for deferred federal income taxes                         (9)        (770)        (20)
     Other - net                                                        (24)         (46)         (2)
                                                                  -----------------------------------------
                                                                  =========================================
   As reported in these consolidated GAAP financial statements      $53,964       $4,606        $344
                                                                  =========================================
</TABLE>

<PAGE>
                                     PART C
                        PENSION BUILDER VARIABLE CONTRACT
                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

          (a)    Financial Statements included in the Registration Statement
                 (1)   Part A:
                       Condensed Financial Information for each of the 10 years
                       ended December 31, 1996.

                 (2)   Part B:
                               
                       Principal Mutual Life Insurance Company Separate
                          Account B:
                          Report of Independent Auditors.
                          Statement of Net Assets, December 31, 1996.
                          Statement of Operations for the year ended 
                             December 31, 1996.
                          Statements of Changes in Net Assets for the years
                             ended December 31, 1996 and 1995.
                          Notes to  Financial Statements.
                          The Principal Financial Group(R):
                          Report of Independent Auditors.
                          Consolidated Statements of Operations for the years
                             ended December 31, 1996 and 1995.
                          Consolidated Statements of Financial Position,
                              December 31, 1996 and 1995.
                          Consolidated Statements of Equity for the years
                             ended  December 31, 1996 and 1995.
                          Consolidated Statements of Cash Flows for the
                             years ended December 31, 1996 and 1995.
                          Notes to Consolidated Financial Statements.

          (b)    Exhibits
                 (1)   Board resolution of Registrant. (Filed 4/12/96)
                 (3a)  Distribution Agreement (Filed 4/12/96)
                 (3b)  Selling Agreement (Filed 4/12/96)
                 (4a)  Form of Variable Annuity Contract (Filed 4/12/96)
                 (4b)  Form of Variable Annuity Contract (Filed 4/12/96)
                 (4c)  Form of Variable Annuity Contract (Filed 4/12/96)
                 (5)   Form of Variable Annuity Application (Filed 4/12/96)
                 (6a)  Articles of Incorporation of Depositor (Filed 4/12/96)
                 (6b)  Bylaws of Depositor (Filed 4/12/96)
                 (9)   Opinion of Counsel (Filed 4/12/96)
                 (10a) Consent of Independent Auditors
                 (10b) Powers of Attorney
                 (13a) Total Return Calculation (Filed 4/12/96)
                 (13b) Annualized Yield for Separate Account B (Filed 4/12/96)
                 (27)  Financial Data Schedule for Separate Account B
<PAGE>
Item 25.  Officers and Directors of the Depositor

          Principal  Mutual  Life  Insurance  Company  is  managed by a Board of
          Directors  which is elected by its  policyowners.  The  directors  and
          executive  officers of the Company,  their positions with the Company,
          including Board Committee  memberships,  and their principal  business
          address, are as follows:

            DIRECTORS:                       Principal
            Name, Positions and Offices      Business Address

            MARY VERMEER ANDRINGA            Vermeer Manufacturing Company
            Director                         Box 200
            Member, Nominating Committee     Pella, IA  50219-0200

            RUTH M. DAVIS                    The Pymatuning Group, Inc.
            Director                         Suite 570, 4900 Seminary Road
            Member, Nominating Committee     Alexandria, VA  22311

            DAVID J. DRURY                   The Principal Financial Group
            Director                         Des Moines, IA  50392
            Chairman of the Board
            Chief Executive Officer
            Chair,Executive Committee

            C. DANIEL GELATT, JR.            NMT Corporation
            Director                         Post Office Box 2287
            Member, Executive and            La Crosse, WI  54602-2287
            Human Resources Committees

            G. DAVID HURD                    The Principal Financial Group
            Director                         Des Moines, IA  50392
            Member, Executive and
            Human Resources Committees

            THEODORE M. HUTCHISON            The Principal Financial Group
            Director                         Des Moines, IA  50392
            Vice Chairman

            C. S. JOHNSON                    Pioneer Hi-Bred International, Inc.
            Director                         400 Locust
            Member, Audit Committee          Des Moines, IA 50309

            WILLIAM T. KERR                  Meredith Corporation
            Director                         1716 Locust St.
            Member, Nominating Committee     Des Moines, IA  50309-3023

            LEE LIU                          IES Industries Inc.
            Director                         Post Office Box 351
            Member, Executive and            Cedar Rapids, IA  52406
              Human Resources Committee

            VICTOR. H. LOEWENSTEIN           Egon Zehnder International
            Director                         55 East 59th Street
            Member, Audit                    New York, NY  10022
              Committee

            RONALD D. PEARSON                Hy-Vee, Inc.
            Director                         5820 Westown Parkway
            Member, Human Resources          West Des Moines, IA  50266
              Committee

            JOHN R. PRICE                    The Chase Manhattan Corporation
            Director                         270 Park Avenue - 44th Floor
            Chair, Audit Committee           New York, NY  10017

            BARBARA A. RICE                  The Alliance for Effective 
            Director                           Organizations, Inc.
            Member, Human Resources          712 Germantown Pike
            Committee                        Lafayette Hill, PA  19444-1604

            JEAN-PIERRE C. ROSSO             Case Corporation
            Director                         700 State Street
            Member, Audit Committee          Racine, WI 53404

            DONALD M. STEWART                The College Board
            Director                         45 Columbus Avenue
            Chair, Nominating                New York, NY  10023-6992
              Committee

            ELIZABETH E. TALLETT             Dioscor, Inc.
            Director                         48 Federal Twist Road
            Member, Audit Committee          Stockton, NJ  08559

            DEAN D. THORNTON                 1602- 34 Court West
            Director                         Seattle, WA  98199
            Chair, Human Resources
              Committee

            FRED W. WEITZ                    Essex Meadows, Inc.
            Director                         800 Second Avenue
            Member, Executive and            Des Moines, IA  50309
              Nominating Committees

            Executive Officers (Other than Directors):

            JOHN E. ASCHENBRENNER            Senior Vice President

            RAY S. CRABTREE                  Executive Vice President

            THOMAS J. GAARD                  Senior Vice President

            MICHAEL H.GERSIE                 Senior Vice President

            THOMAS J. GRAF                   Senior Vice President

            J. BARRY GRISWELL                Executive Vice President

            RONALD E. KELLER                 Executive Vice President

            GREGG R. NARBER                  Senior Vice President and
                                             General Counsel

            CHARLES E. ROHM                  Executive Vice President

Item 26.  Persons Controlled by or Under Common Control with Depositor

          Principal Mutual Life Insurance Company (incorporated as a mutual life
          insurance company under the laws of Iowa);

          Sponsored  the  organization  of the following  mutual funds,  some of
          which it controls by virtue of owning voting securities:

               Principal    Asset    Allocation    Fund,    Inc.   (a   Maryland
               Corporation)100.0%  of  shares  outstanding  owned  by  Principal
               Mutual  Life  Insurance  Company  and its  separate  accounts  on
               February 7, 1997.

               Principal  Aggressive Growth Fund, Inc. (a Maryland  Corporation)
               100.0% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company and its separate accounts on February 7, 1997.

               Princor  Balanced Fund,  Inc. (a Maryland  Corporation)  5.51% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on February 7, 1997.

               Principal Balanced Fund, Inc. (a Maryland  Corporation) 100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company and its separate accounts on February 7, 1997.

               Princor Blue Chip Fund,  Inc. (a Maryland  Corporation)  1.76% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on February 7, 1997.

               Princor Bond Fund, Inc. (a Maryland  Corporation) 1.57% of shares
               outstanding  owned by Principal Mutual Life Insurance  Company on
               February 7, 1997.

               Principal  Bond Fund,  Inc.  (a Maryland  Corporation)  100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company and its separate accounts on February 7, 1997.

               Princor   Capital    Accumulation    Fund,   Inc.   (a   Maryland
               Corporation)40.0%  of  outstanding  shares  owned  by  Principal
               Mutual Life Insurance Company on February 7, 1997.

               Principal   Capital   Accumulation   Fund,   Inc.   (a   Maryland
               Corporation)100.0%  of  outstanding  shares  owned  by  Principal
               Mutual  Life  Insurance  Company  and its  Separate  Accounts  on
               February 7, 1997.

               Princor Cash Management Fund, Inc. (a Maryland Corporation) 1.07%
               of  outstanding  shares owned by Principal  Mutual Life Insurance
               Company  (including  subsidiaries  and affiliates) on February 7,
               1997.

               Princor Emerging Growth Fund, Inc. (a Maryland Corporation) 0.58%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company on February 7, 1997

               Principal  Emerging  Growth Fund,  Inc. (a Maryland  Corporation)
               100.0% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company and its Separate Accounts on February 7, 1997.

               Princor  Government  Securities  Income  Fund,  Inc.  (a Maryland
               Corporation)  0.39% of  shares  outstanding  owned  by  Principal
               Mutual Life Insurance Company on February 7, 1997.

               Principal   Government   Securities   Fund,   Inc.   (a  Maryland
               Corporation)  100.0% of  shares  outstanding  owned by  Principal
               Mutual  Life  Insurance  Company  and its  Separate  Accounts  on
               February 7, 1997.

               Princor  Growth  Fund,  Inc.  (a Maryland  Corporation)  0.56% of
               outstanding  shares  owned by  Principal  Mutual  Life  Insurance
               Company on February 7, 1997.

               Principal  Growth Fund, Inc. (a Maryland  Corporation)  100.0% of
               outstanding  shares are owned by Principal  Mutual Life Insurance
               Company and its Separate Accounts on February 7, 1997.

               Princor High Yield Fund, Inc. (a Maryland  Corporation) 27.56% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on February 7, 1997.

               Principal High Yield Fund, Inc. (a Maryland  Corporation)  100.0%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company and its Separate Accounts on February 7, 1997.

               Princor  Limited  Term Bond Fund,  Inc. (a Maryland  Corporation)
               57.78% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company on February 7, 1997.

               Principal Money Market Fund, Inc. (a Maryland Corporation) 100.0%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company and its Separate Accounts on February 7, 1997.

               Principal  Special  Markets Fund,  Inc. (a Maryland  Corporation)
               60.11% of the shares outstanding of the International  Securities
               Portfolio   and   83.70%  of  the  shares   outstanding   of  the
               Mortgage-Backed  Securities  Portfolio  were  owned by  Principal
               Mutual Life Insurance Company on February 7, 1997.

               Princor Tax-Exempt Bond Fund, Inc. (a Maryland Corporation) 0.57%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company on February 7, 1997.

               Princor   Tax-Exempt  Cash  Management  Fund,  Inc.  (a  Maryland
               Corporation)  0.99% of  shares  outstanding  owned  by  Principal
               Mutual Life Insurance Company on February 7, 1997.

               Princor  Utilities Fund, Inc. (a Maryland  Corporation)  1.38% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on February 7, 1997.

               Princor  World  Fund,  Inc. (a  Maryland  Corporation)  18.34% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on February 7, 1997.

               Principal  World Fund,  Inc. (a Maryland  Corporation)  100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on February 7, 1997.

          Subsidiaries  organized  and  wholly-owned  by  Principal  Mutual Life
          Insurance Company:

               a.   Principal  Holding  Company (an Iowa  Corporation) A holding
                    company  wholly-owned  by  Principal  Mutual Life  Insurance
                    Company.

               b.   PT Asuransi Jiwa Principal  Egalita  Indonesia (an Indonesia
                    Corporation)

          Subsidiaries wholly-owned by Principal Holding Company:

               a.  Petula  Associates,  Ltd. (an Iowa  Corporation)  a real 
                   estate development company.

               b.  Patrician Associates,  Inc. (a California Corporation) a real
                   estate development company.

               c.  Principal   Development   Associates,   Inc.  (a   California
                   Corporation) a real estate development company.

               d.  Princor Financial Services Corporation (an Iowa
                   Corporation) a registered broker-dealer.

               e.  Invista  Capital  Management,  Inc. (an Iowa  Corporation)  a
                   registered investment adviser.

               f.  Principal Marketing Services, Inc. (a Delaware Corporation) a
                   corporation formed to serve as an interface between marketers
                   and manufacturers of financial services products.

               g.  The Principal Financial Group, Inc. (a Delaware  corporation)
                   a general business corporation established in connection with
                   the new corporate identity. It is not currently active.

               h.  Delaware  Charter  Guarantee  &  Trust  Company  (a  Delaware
                   Corporation) a nondepository trust company.

               i.  Principal   Securities   Holding   Corporation   (a  Delaware
                   Corporation) a holding company.

               j.  Principal Health Care, Inc. (an Iowa Corporation) a developer
                   and administrator of managed care systems.

               k.  Principal  Financial  Advisors,  Inc. (an Iowa Corporation) a
                   registered investment advisor.

               l.  Principal  Asset  Markets,   Inc.  (an  Iowa  Corporation)  a
                   residential mortgage loan broker.

               m.  Principal  Portfolio  Services,  Inc. (an Iowa Corporation) a
                   mortgage due diligence company.

               n.  Principal International, Inc. (an Iowa Corporation) a company
                   formed for the purpose of international business development.

               o.  Principal   Spectrum    Associates,    Inc.   (a   California
                   Corporation) a real estate development company.

               p.   Principal Commercial Advisors,  Inc. (an Iowa Corporation) a
                    company that  purchases,  manages and sells  commercial real
                    estate assets.

               q.   Principal FC, Ltd. (an Iowa  Corporation) a limited  purpose
                    investment corporation.

               r.   Principal Residential Mortgage, Inc. (an Iowa Corporation) a
                    residential mortgage loan broker.

               s.   Equity FC, Ltd. (an Iowa Corporation)  engaged in investment
                    transactions   including  limited  partnership  and  limited
                    liability companies.

          Subsidiaries  organized and wholly-owned by Princor Financial Services
          Corporation:

               a.   Princor  Management  Corporation  (an  Iowa  Corporation)  a
                    registered investment advisor.

               b.   Principal Investors Corporation (a New Jersey Corporation) a
                    registered   broker-dealer  with  the  Securities   Exchange
                    Commission. It is not currently active.

          Subsidiary wholly owned by Principal Securities Holding Corporation:

               a.   Principal   Financial    Securities,    Inc.   (a   Delaware
                    Corporation) an investment banking and securities  brokerage
                    firm.


          Subsidiaries  organized  and  wholly-owned  by Principal  Health Care,
          Inc.:

               a.   The Admar  Group,  Inc. (a Florida  Corporation)  a national
                    managed care service organization that developes and manages
                    preferred provider organizations.

               b.   Americas  Health  Plan,  Inc.  (a  Maryland  Corporation)  a
                    developer of discount provider networks.

               c.   Principal Behavioral Health Care, Inc. (an Iowa Corporation)
                    a mental  and  nervous/substance  abuse  preferred  provider
                    organization.

               d.   Principal  Health  Care  of the  Carolinas,  Inc.  (a  North
                    Carolina Corporation) a health maintenance organization.

               e.   Principal   Health  Care  of  Delaware,   Inc.  (a  Delaware
                    Corporation) a health maintenance organization.

               f.   Principal   Health   Care  of   Florida,   Inc.  (a  Florida
                    Corporation) a health maintenance organization.

               g.   Principal   Health   Care  of   Georgia,   Inc.  (a  Georgia
                    Corporation) a health maintenance organization.

               h.   Principal  Health  Care  of  Illinois,   Inc.  (an  Illinois
                    Corporation) a health maintenance organization.

               i.   Principal   Health  Care  of   Indiana,   Inc.  (a  Delaware
                    Corporation) a health maintenance organization.

               j.   Principal Health Care of Iowa, Inc. (an Iowa  Corporation) a
                    health maintenance organization.

               k.   Principal  Health  Care of Kansas  City,  Inc.  (a  Missouri
                    Corporation) a health maintenance organization.

               l.   Principal  Health  Care  of  Louisiana,  Inc.  (a  Louisiana
                    Corporation) a health maintenance organization.

               m.   Principal Health Care of the Mid-Atlantic,  Inc. (a Virginia
                    Corporation) a health maintenance organization.

               n.   Principal   Health  Care  of  Nebraska,   Inc.  (a  Nebraska
                    Corporation) a health maintenance organization.

               o.   Principal Health Care of Pennsylvania,  Inc. (a Pennsylvania
                    Corporation) a health  maintenance  organization.  It is not
                    currently active.

               p.   Principal  Health  Care  of  St.  Louis,  Inc.  (a  Delaware
                    Corporation) a health maintenance organization.

               q.   Principal  Health  Care of  South  Carolina,  Inc.  (A South
                    Carolina Corporation) a health maintenance organization.

               r.   Principal  Health  Care  of  Tennessee,  Inc.  (a  Tennessee
                    Corporation) a health maintenance organization.

               s.   Principal Health Care of Texas, Inc. ( a Texas  Corporation)
                    a health maintenance organization.

               t.   United  Health  Care   Services  of  Iowa,   Inc.  (an  Iowa
                    Corporation) a health maintenance organization.

          Subsidiary owned by The Admar Group, Inc.:

               a.   Admar Corporation (a California  Corporation) a managed care
                    services organization.

               b.   Admar Insurance Marketing, Inc. (a California Corporation) a
                    managed care services organization.

               c.   Benefit Plan Administrators, Inc. (a Colorado Corporation) a
                    managed care services organization.

               d.   SelectCare Management Co., Inc. (a California Corporation) a
                    managed care services organization.

               e.   Image  Financial & Insurance  Services,  Inc. (a  California
                    Corporation) a managed care services organization.

               f.   WM. G.  Hofgard & Co.,  Inc. (a  California  Corporation)  a
                    managed care services organization.

          Subsidiaries owned by Principal International, Inc.:

               a.   Principal   Insurance   Company   Limited   (a   Hong   Kong
                    Corporation).

               b.   Principal  International   Argentina,   S.A.  (an  Argentina
                    servides corporation).

               c.   Principal   International   Asia   Limited   (a  Hong   Kong
                    Corporation).

               d.   Principal  International  Asia  Limited  (formerly  known as
                    Goldchin Champ, Limited) (a Hong Kong Corporation).

               e.   Principal    International   de   Chile,   S.A.   (a   Chile
                    Corporation).

               f.   Principal  International  Espana, S.A. de Seguros de Vida (a
                    Spain Corporation).

               g.   Principal Mexico Compania de Seguros, S.A. de C.V. (a Mexico
                    Corporation).

               h.   Qualitas Medica, S.A. (an Argentina HMO).

               i.   Zao Principal International (a Russia Corporation) inactive.

          Subsidiaries  owned by Principal International Argentina, S.A.:

               a.   Ethika-Jacaranda   S.A.    Administradora   de   Fondos   de
                    Jubilaciones y Pensions (an Argentina company)

               b.   Princor  Compania de Seguros de Retiro,  S.A. (an  Argentina
                    Corporation).

               c.   Prinlife  Compania de Seguros de Vida,  S.A.  (an  Argentina
                    Corporation).

          Subsidiary owned by Principal International de Chile, S.A.:

               a.   BanRenta   Compania  de  Seguros  de  Vida,  S.A.  (a  Chile
                    Corporation).

          Subsidiary owned by Principal International Espana, S.A. de Seguros de
          Vida:

               a.   Princor  International Espana Sociedad Anonima de Agencia de
                    Seguros (a Spain Corporation).

Item 27.  Number of Contractowners - As of: March 12, 1997

                     (1)                          (2)               (3)
                                             Number of Plan      Number of
          Title of Class                      Participants     Contractowners
          --------------                     --------------    --------------
          BFA Variable Annuity Contracts           360                360
          Pension Builder Contracts              2,546              2,546
          Personal Variable Contracts            3,726                127
          Premier Variable Contracts            13,776                241
          Flexible Variable Annuity Contract    21,103             21,103

Item 28.  Indemnification
                                     
               None

Item 29.  Principal Underwriters

          (a)  Princor Financial Services Corporation, principal underwriter for
               Registrant,   acts  as  principal   underwriter   for   Principal
               Aggressive  Growth Fund,  Inc.,  Principal Asset Allocation Fund,
               Inc.,  Principal Balanced Fund, Inc.,  Principal Bond Fund, Inc.,
               Principal Capital  Accumulation  Fund, Inc.,  Principal  Emerging
               Growth Fund, Inc.,  Principal  Government  Securities Fund, Inc.,
               Principal  Growth Fund,  Inc.,  Principal High Yield Fund,  Inc.,
               Principal Money Market Fund,  Inc.,  Principal World Fund,  Inc.,
               Princor  Balanced  Fund,  Inc.,  Princor  Blue Chip  Fund,  Inc.,
               Princor Bond Fund, Inc., Princor Capital Accumulation Fund, Inc.,
               Princor Cash Management Fund, Inc., Princor Emerging Growth Fund,
               Inc.,  Princor  Government  Securities Income Fund, Inc., Princor
               Growth Fund, Inc., Princor High Yield Fund, Inc., Princor Limited
               Term Bond Fund, Inc., Princor Tax-Exempt Bond Fund, Inc., Princor
               Tax-Exempt Cash Management  Fund, Inc.,  Princor  Utilities Fund,
               Inc.,  Princor World Fund, Inc.,  Principal Special Markets Fund,
               Inc.  and  for  variable  annuity   contracts   participating  in
               Principal  Mutual Life Insurance  Company  Separate  Account B, a
               registered unit investment  trust for retirement plans adopted by
               public  school  systems  or  certain   tax-exempt   organizations
               pursuant to Section 403(b) of the Internal Revenue Code,  Section
               457 retirement plans,  Section 401(a)  retirement plans,  certain
               non-qualified   deferred   compensation   plans  and   Individual
               Retirement  Annuity Plans adopted  pursuant to Section 408 of the
               Internal Revenue Code, and for variable life insurance  contracts
               issued by Principal  Mutual Life Insurance  Company Variable Life
               Separate Account, a registered unit investment trust.

               (b)          (1)                  (2)

                                                  Positions
                                                  and offices
               Name and principal                 with principal
               business address                   underwriter

               J. Barbara Alvord                  Marketing Officer
               The Principal
               Financial Group
               Des Moines, IA 50392

               Robert W. Baehr                    Marketing Services Officer
               The Principal
               Financial Group
               Des Moines, IA 50392

               Craig L. Bassett                   Treasurer
               The Principal
               Financial Group
               Des Moines, IA 50392

               Michael J. Beer                    Vice President and
               The Principal                      Chief Operating Officer
               Financial Group
               Des Moines, IA 50392

               Mary L. Bricker                    Assistant Corporate
               The Principal                      Secretary
               Financial Group
               Des Moines, IA 50392

               Ray S. Crabtree                    Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               David J. Drury                     Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Arthur S. Filean                   Vice President
               The Principal
               Financial Group
               Des Moines, IA 50392

               Paul N. Germain                    Assistant Vice President-
               The Principal                      Operations
               Financial Group
               Des Moines, IA  50392

               Michael H. Gersie                  Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Ernest H. Gillum                   Assistant Vice President-
               The Principal                      Registered Products
               Financial Group
               Des Moines, IA 50392

               Thomas J. Graf                     Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               J. Barry Griswell                  Director and 
               The Principal                      Chairman of the Board
               Financial Group
               Des Moines, IA 50392

               Joyce N. Hoffman                   Vice President and
               The Principal                      Corporate Secretary
               Financial Group
               Des Moines, IA 50392

               Theodore M. Hutchison              Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Stephan L. Jones                   Director and
               The Principal                      President
               Financial Group
               Des Moines, IA 50392

               Ronald E. Keller                   Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Kevin M. Laraia                    Operations Officer
               The Principal
               Financial Group
               Des Moines, IA 50392

               John R. Lepley                     Senior Vice President
               The Principal                      Marketing and Distribution
               Financial Group                    
               Des Moines, IA 50392

               Gregg R. Narber                    Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Mark M. Oswald                     Compliance Officer
               The Principal
               Financial Group
               Des Moines, IA 50392

               Layne A. Rasmussen                 Controller-Mutual Funds
               The Principal
               Financial Group
               Des Moines, IA 50392

               Elizabeth R. Ring                  Controller
               The Principal
               Financial Group
               Des Moines, IA 50392

               Charles E. Rohm                    Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               Michael D. Roughton                Counsel
               The Principal
               Financial Group
               Des Moines, IA 50392

               Jean B. Schustek                   Product Compliance Officer-
               The Principal                      Registered Products
               Financial Group
               Des Moines, IA  50392

               Kyle R. Selberg                    Vice President-Marketing
               The Principal
               Financial Group
               Des Moines, IA 50392

               Roger C. Stroud                    Assistant Director
               The Principal
               Financial Group
               Des Moines, IA 50392

        (c)        (1)                       (2)

                                      Net Underwriting
            Name of Principal           Discounts and
               Underwriter               Commissions

            Princor Financial           $11,090,837.12
            Services Corporation

                   (3)                       (4)                (5)


             Compensation on             Brokerage
               Redemption               Commissions        Compensation

                   0                         0                   0

Item 30.  Location of Accounts and Records

          All accounts,  books or other  documents of the Registrant are located
          at the offices of the Depositor,  The Principal  Financial  Group, Des
          Moines, Iowa 50392.

Item 31.  Management Services

          Inapplicable

Item 32.  Undertakings

          The Registrant  undertakes that in restricting  cash  withdrawals from
          Tax  Sheltered  Annuities  to  prohibit  cash  withdrawals  before the
          Participant  attains age 59 1/2,  separates  from  service,  dies,  or
          becomes  disabled  or in the  case  of  hardship,  Registrant  acts in
          reliance of SEC No Action Letter addressed to American Counsel of Life
          Insurance (available November 28, 1988). Registrant further undertakes
          that:

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

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

          3.   Registrant will instruct sales  representatives  who solicit Plan
               Participants  to purchase the contract  specifically to bring the
               redemption  restrictions  imposed  by Section  403(b)(11)  to the
               attention of the potential Plan Participants; and

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

  REPRESENTATION PURSUANT TO SECTION 26 OF THE INVESTMENT COMPANY ACT OF 1940

Principal Mutual Life Insurance Company represents the fees and charges deducted
under the Policy,  in the aggregate,  are reasonable in relation to the services
rendered,  the expenses  expected to be incurred,  and the risks  assumed by the
Company.
<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment Company Act of 1940, the Registrant,  Principal Mutual Life Insurance
Company  Separate  Account  B,  certifies  that it  meets  the  requirements  of
Securities Act Rule 485(b) for  effectiveness of the Registration  Statement and
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned  thereto duly authorized in the City of Des Moines and
State of Iowa, on the 15th day of April, 1997.


                         PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                         SEPARATE ACCOUNT B

                                 (Registrant)


                         By:  PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                                 (Depositor)

                                   David J. Drury
                         By ______________________________________________
                              David J. Drury
                              Chairman and Chief Executive Officer

Attest:

Joyce N. Hoffman
- -----------------------------------
Joyce N. Hoffman
Vice President and
  Corporate Secretary


As required by the  Securities Act of 1933,  this Amendment to the  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

Signature                          Title                           Date


/s/ D. J. Drury                Chairman and                     April 15, 1997
- --------------------           Chief Executive Officer
D. J. Drury



/s/ D. C. Cunningham           Vice President and               April 15, 1997
- --------------------           Controller (Principal
D. C. Cunningham               Accounting Officer)



/s/ M. H. Gersie               Senior Vice President            April 15, 1997
- --------------------           (Principal Financial
M. H. Gersie                   Officer)


  (M. V. Andringa)*            Director                         April 15, 1997
- --------------------
M. V. Andringa


  (R. M. Davis)*               Director                         April 15, 1997
- --------------------
R. M. Davis


  (C. D. Gelatt, Jr.)*         Director                         April 15, 1997
- --------------------
C. D. Gelatt, Jr.


  (G. D. Hurd)*                Director                         April 15, 1997
- --------------------
G. D. Hurd


  (T. M. Hutchison)*           Director                         April 15, 1997
- --------------------
T. M. Hutchison


  (C. S. Johnson)*             Director                         April 15, 1997
- --------------------
C. S. Johnson


  (W. T. Kerr)*                Director                         April 15, 1997
- --------------------
W. T. Kerr


  (L. Liu)*                    Director                         April 15, 1997
- --------------------
L. Liu


  (V. H. Loewenstein)*         Director                         April 15, 1997
- --------------------
V. H. Loewenstein


  (R. D. Pearson)*             Director                         April 15, 1997
- --------------------
R. D. Pearson


  (J. R. Price)*               Director                         April 15, 1997
- --------------------
J. R. Price, Jr.


  (B. A. Rice)*                Director                         April 15, 1997
- --------------------
B. A. Rice


  (J-P. C. Rosso)*             Director                         April 15, 1997
- --------------------
J-P. C. Rosso


  (D. M. Stewart)*             Director                         April 15, 1997
- --------------------
D. M. Stewart


  (E. E. Tallett)*             Director                         April 15, 1997
- --------------------
E. E. Tallett


  (D. D. Thornton)*            Director                         April 15, 1997
- --------------------
D. D. Thornton


  (F. W. Weitz)*               Director                         April 15, 1997
- --------------------
F. W. Weitz


                           *By    /s/ David J. Drury
                                  ------------------------------------
                                  David J. Drury
                                  Chairman and Chief Executive Officer



                                  Pursuant to Powers of Attorney
                                  Previously Filed or Included Herein

                         Consent of Independent Auditors



We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our reports dated  February 7, 1997 (with respect to Principal
Mutual Life Insurance  Company  Separate  Account B) and February 7,  1997 (with
respect to The Principal Financial Group(R)), in Post-Effective Amendment No. 17
to the Registration  Statement (Form N-4 No. 02-78001) and related Prospectus of
Principal  Mutual Life Insurance  Company  Separate  Account B Pension Builder -
Group Variable Annuity Contracts.

/s/ Ernest & Young LLP

Des Moines, Iowa
April 11, 1997

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ M. V. Andringa
                                   _____________________________________________
                                   M. V. Andringa

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ R. M. Davis
                                   _____________________________________________
                                   R. M. Davis

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ D. J. Drury
                                   _____________________________________________
                                   D. J. Drury


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ C. D. Gelatt, Jr.
                                   _____________________________________________
                                   C. D. Gelatt, Jr.

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ G. D. Hurd
                                   _____________________________________________
                                   G. D. Hurd

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ T. M. Hutchison
                                   _____________________________________________
                                   T. M. Hutchison

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ C. S. Johnson
                                   _____________________________________________
                                   C. S. Johnson

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ W. T. Kerr
                                   _____________________________________________
                                   W. T. Kerr

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ Lee Liu
                                   _____________________________________________
                                   Lee Liu

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ V. H. Loewenstein
                                   _____________________________________________
                                   V. H. Loewenstein

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ R. D. Pearson
                                   _____________________________________________
                                   R. D. Pearson

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ J. R. Price
                                   _____________________________________________
                                   J. R. Price

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ B. A. Rice
                                   _____________________________________________
                                   B. A. Rice

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ J-P C. Rosso
                                   _____________________________________________
                                   J-P C. Rosso

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ D. M. Stewart
                                   _____________________________________________
                                   D. M. Stewart

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ E. E. Tallett
                                   _____________________________________________
                                   E. E. Tallett

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ D. D. Thornton
                                   _____________________________________________
                                   D. D. Thornton

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  variable
annuity contracts, with premiums received in connection with such contracts held
in the Principal Mutual Life Insurance Company Separate Account B on Form N-4 or
other forms under the Securities Act of 1933, and any and all amendments thereto
and reports  thereunder  with all  exhibits  and all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 15th
day of April, 1997.

                                   /s/ F. W. Weitz
                                   _____________________________________________
                                   F. W. Weitz
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        152349374
<INVESTMENTS-AT-VALUE>                       164206061
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<SHARES-COMMON-STOCK>                         31546479
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<NUMBER-OF-SHARES-SOLD>                       13375976
<NUMBER-OF-SHARES-REDEEMED>                 (13707036)
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<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                         80859708
<INVESTMENTS-AT-VALUE>                        80421152
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                80421152
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                         16469536
<SHARES-COMMON-PRIOR>                         16582148
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
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