PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
497, 1999-06-03
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                          SUPPLEMENT DATED JUNE 1, 1999
                              TO THE PROSPECTUS FOR
                            FLEXIBLE VARIABLE ANNUITY
                                DATED MAY 1, 1999

Effective  June 1, 1999, the  Prospectus  for the Flexible  Variable  Annuity is
amended by replacing

1.)  the table on pages 5 and 25 with the following:


                           Table of Surrender Charges


   Number of completed contract years            Surrender charge applied to all
       since each purchase payment                 purchase payments received in
                was made                                that contract year

     0 (year of purchase payment)                               6%
     1                                                          6%
     2                                                          6%
     3                                                          5%
     4                                                          4%
     5                                                          3%
     6                                                          2%
     7 and later                                                0%



2.) the table on the bottom of page 5 with the following:

<TABLE>
<CAPTION>
                                                Management               Other             Total Account
                 Account                           Fees                Expenses           Annual Expenses


<S>      <C>                                      <C>                   <C>                    <C>
         Aggressive Growth                        0.77%                 0.01%                  0.78%
         Asset Allocation                         0.80                  0.09                   0.89
         Balanced                                 0.57                  0.02                   0.59
         Bond                                     0.49                  0.02                   0.51
         Capital Value                            0.43                  0.01                   0.44
         Government Securities                    0.49                  0.01                   0.50
         Growth                                   0.47                  0.01                   0.48
         International                            0.73                  0.04                   0.77
         International SmallCap                   1.21                  0.13                   1.34
         MicroCap**                               1.00                  0.38                   1.38
         MidCap                                   0.61                  0.01                   0.62
         MidCap Growth**                          0.90                  0.37                   1.27
         Money Market                             0.50                  0.02                   0.52
         Real Estate                              0.90                  0.10                   1.00
         SmallCap                                 0.85                  0.13                   0.98
         SmallCap Growth**                        1.00                  0.31                   1.31
         SmallCap Value**                         1.10                  0.46                   1.56
         Utilities                                0.60                  0.09                   0.69
</TABLE>

RF 581 S-7





                            Flexible Variable Annuity

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


                      This Prospectus is dated May 1, 1999.




The  individual  deferred  annuity  contract  ("Contract")   described  in  this
Prospectus is funded with the Principal Life Insurance  Company Separate Account
B ("Separate Account") and a fixed account ("Fixed Account").  The assets of the
divisions of the Separate Account are invested in a corresponding Account of the
Principal  Variable  Contracts  Fund,  Inc.  The Fixed  Account is a part of the
General Account of the Company.



This prospectus provides information about the Contract and the Separate Account
that you should know before investing. It should be read and retained for future
reference.  Additional  information  about  the  Contract  is  included  in  the
Statement of Additional  Information ("SAI"),  dated May 1, 1999, which has been
filed with the Securities and Exchange Commission (the "SEC"). The SAI is a part
of this  prospectus.  The table of  contents  of the SAI is on page ____ of this
prospectus. You may obtain a free copy of the SAI by writing or telephoning:



                            Flexible Variable Annuity
                            Principal Financial Group
                                 P. O. Box 9382
                           Des Moines, Iowa 50306-9382
                            Telephone: 1-800-247-9988


An investment in the Contract is not a deposit nor obligation of any bank and is
not  insured  nor  guaranteed  by  any  bank,  the  Federal  Deposit   Insurance
Corporation nor any other government agency.


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 the
Principal Variable Contracts Fund, Inc. (the "Fund").  These prospectuses should
be kept for future reference.

                                TABLE OF CONTENTS

Glossary .....................................................................4
Summary of Expense Information................................................5
Summary  .....................................................................7
    Investment Limitations....................................................7
    Separate Account Investment Options.......................................7
    Transfers.................................................................8
    Surrenders................................................................8
    Charges and Deductions....................................................8
    Annuity Payments..........................................................8
    Death Benefit.............................................................8
    Free-Look Provision.......................................................8
Condensed Financial Information...............................................9
The Principal Flexible Variable Annuity......................................10
The Company..................................................................10
The Separate Account.........................................................10
The Fund ....................................................................11
Manager and Sub-Advisors.....................................................14
Surplus Distributions........................................................15
The Contract.................................................................15
    To Buy a Contract........................................................15
Purchase Payments............................................................15
         Allocation of Purchase Payments and Free-Look Period................15
         Right to Examine the Contract.......................................16
         Exchange Credit.....................................................16
    The Accumulation Period..................................................17
         The Value of Your Contract..........................................17
         Allocation of Purchase Payments.....................................18
         Separate Account Division Transfers.................................18
         Automatic Portfolio Rebalancing.....................................19
         Telephone Services..................................................19
    Separate Account Surrenders..............................................20
         Total Surrender.....................................................20
         Unscheduled Partial Surrender.......................................20
         Scheduled Partial Surrender.........................................20
    Death Benefit............................................................21
         Standard Death Benefit..............................................21
         Annual Enhanced Death Benefit.......................................21
         Payment of Death Benefit............................................22
         Death of Annuitant..................................................22
    The Annuity Payment Period...............................................22
         Annuity Payment Date................................................22
         Annuity Payment Options.............................................23
Charges and Deductions.......................................................24
    Annual Fee...............................................................24
    Mortality and Expense Risks Charge.......................................24
    Transaction Fee..........................................................25
    Premium Taxes............................................................25
    Surrender Charge.........................................................25
         Waiver of Surrender Charge..........................................26
    Administration Charge....................................................27
    Special Provisions for Group or Sponsored Arrangements...................27
Fixed Account................................................................27
    General Description......................................................28
Fixed Account Value..........................................................28
    Fixed Account Transfers, Total and Partial Surrender.....................28
         Single Unscheduled Transfer.........................................28
         Scheduled Fixed Account Transfer....................................29
General Provisions...........................................................29
    The Contract.............................................................29
    Delay of Payments........................................................29
    Misstatement of Age or Gender............................................30
    Assignment...............................................................30
    Change of Owner..........................................................30
    Beneficiary..............................................................30
    Contract Termination.....................................................30
    Reinstatement............................................................30
    Reports..................................................................31
Rights Reserved by the Company...............................................31
Distribution of the Contract.................................................31
Performance Calculation......................................................31
Voting Rights................................................................32
Federal Tax Matters..........................................................33
    Non-Qualified Contracts..................................................33
    Required Distributions for Non-Qualified Contracts.......................33
    IRA, SEP and SIMPLE-IRA..................................................34
    Withholding..............................................................34
Year 2000 Readiness Disclosure...............................................35
Mutual Fund Diversification..................................................36
State Regulation.............................................................36
Legal Opinions...............................................................36
Legal Proceedings............................................................36
Registration Statement.......................................................36
Other Variable Annuity Contracts.............................................36
Independent Auditors.........................................................37
Financial Statements.........................................................37
Customer Inquiries...........................................................37
Table of Contents of the Statement of Additional Information.................37


The Contract offered by this prospectus may not be available in all states. This
prospectus  is not an offer to sell,  or  solicitation  of an offer to buy,  the
Contract in states in which the offer or solicitation  may not be lawfully made.
No person is authorized to give any information or to make any representation in
connection  with this Contract  other than those  contained in this  prospectus.

GLOSSARY

Account - series  or  portfolio  of a mutual  fund in which a  Separate  Account
division invests.

Accumulated value - an amount equal to the Fixed Account value plus the Separate
Account value.

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

Annuitant - the person, including any joint annuitant, on whose life the benefit
option payment is based. This person may or may not be the owner.

Annuity payment date - the date the owner's accumulated value is applied,  under
an annuity payment option, to make income payments.

Contract  date - the date  that the  Contract  is  issued  and  which is used to
determine Contract years.

Contract  year - the one-year  period  beginning on the contract date and ending
one day before the  Contract  anniversary  and any  subsequent  one year  period
beginning on a Contract anniversary.

Division - a part of the Separate  Account which invests in shares of an account
of a mutual fund.

Fixed Account - an account which earns guaranteed interest.

Fixed Account Value - The amount of your accumulated value which is in the Fixed
Account.

Joint  annuitant - additional  annuitant.  Joint  annuitants must be husband and
wife  and  must be  named  as  owner  and  joint  owner.  Any  reference  to the
annuitant's death means the death of the last surviving annuitant.

Joint  owner  - an  owner  who has an  undivided  interest  with  the  right  of
survivorship  in this Contract with another owner.  Joint owners must be husband
and wife and must be named as annuitant  and joint  annuitant.  Any reference to
the owner's death means the death of the last surviving owner.

Mutual  fund - a  registered  open-end  investment  company  in which a division
invests.

Notice - any form of written  communication  received  by us, at our home office
P.O. Box 9382, Des Moines, Iowa 50306-9382, or in another form approved by us in
advance.

Owner  - the  person,  including  joint  owner,  who  owns  all the  rights  and
privileges of this contract.

Purchase payments - the gross amount contributed to the contract.  Fixed Account
purchase  payments  include  transfers  into the Fixed Account from any Separate
Account division.

Separate  Account B - an  account  established  by us under  Iowa law to receive
purchase  payments  under the Contract and other  contracts  issued by us. It is
divided  into  divisions  which invest in shares of an Account of a mutual fund.
Divisions can be added, eliminated or combined in the future.

Separate Account Value - the amount of your  accumulated  value in all divisions
of the Separate Account.

Surrender  Charge - the charge  deducted upon any partial or total  surrender of
the Contract before the annuity payment date.

Unit - the  accounting  measure  used to  calculate  the  value of the  Separate
Account prior to annuity payment date.

Unit  value - a  measure  used to  determine  the  value of an  investment  in a
division.

Valuation  date - the date as of which the net asset  value of a mutual  fund is
determined.

Valuation  period - the period of time between  determination  of asset value on
one valuation date and the next valuation date.

<PAGE>


SUMMARY OF EXPENSE INFORMATION

The purpose of these tables is to assist you in understanding  the various costs
and expenses of the Contract. This information includes expenses of the Contract
as well as the Accounts  but does not include any premium  taxes that may apply.
For a more  complete  description  of the  Contract  expenses,  see  CHARGES AND
DEDUCTIONS.

Contract owner transaction expenses:
         o    There is no sales charge imposed on purchase payments.
         o    Surrender charge (as a percentage of amounts surrendered):

                           Table of Surrender Charges

 Number of completed contract years     Surrender charge applied to all purchase
     since each purchase payment         payments received in that contract year

   2 years or less                                         6%
   more than 2 years, up to 3 years                        5%
   more than 3 years, up to 4 years                        4%
   more than 4 years, up to 5 years                        3%
   more than 5 years, up to 6 years                        2%
   more than 6 years                                       0%

       o   Transaction  fee - a $30 fee is charged on each  unscheduled  partial
           surrender after the 1st unscheduled  partial  surrender in a contract
           year.
       o   Transfer  fee  -  following  the  12th  unscheduled   transfer  among
           divisions within a contract year each additional unscheduled transfer
           results in a $30 fee.
       o    Annual  contract fee - the lesser of $30 or 2% of the accumulated
            value.  Separate  Account  annual  expenses (as a  percentage  of
            average account value)
                            mortality and expense risks charge       1.25%
                            other Separate Account expenses             0
                            total Separate Account annual expenses   1.25%
Annual  expense of Accounts (as a percentage of average net assets) as of
December 31, 1998.

<TABLE>
<CAPTION>
                                                Management               Other             Total Account
                 Account                           Fees                Expenses           Annual Expenses

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

         Aggressive Growth                        0.77%                 0.01%                  0.78%
         Asset Allocation                         0.80                  0.09                   0.89
         Balanced                                 0.57                  0.02                   0.59
         Bond                                     0.49                  0.02                   0.51
         Capital Value                            0.43                  0.01                   0.44
         Government Securities                    0.49                  0.01                   0.50
         Growth                                   0.47                  0.01                   0.48
         International                            0.73                  0.04                   0.77
         International SmallCap                   1.21                  0.13                   1.34
         MicroCap**                               1.00                  0.38                   1.38
         MidCap                                   0.61                  0.01                   0.62
         MidCap Growth**                          0.90                  0.37                   1.27
         Money Market                             0.50                  0.02                   0.52
         Real Estate                              0.90                  0.10                   1.00
         SmallCap                                 0.85                  0.40                   0.40
         SmallCap Growth**                        1.01                  0.13                   0.98
         SmallCap Value**                         1.10                  0.30                   1.31
         Utilities                                0.60                  0.09                   0.69
         AIM V.I. Growth
         AIM V.I. Growth and Income
         AIM V.I. Value
         Fidelity VIP II Contrafund
         Fidelity VIP Growth


<FN>
         *  Estimated
         **Manager has agreed to reimburse expenses, if necessary, so that total
           Account operating expenses for 1999 will be:
                  MicroCap                       1.06%          SmallCap Value                 1.16%
                  MidCap Growth                  0.96%          Stock Index 500                0.40%
                  SmallCap Growth                1.06%
</FN>
</TABLE>

Example:

The  purpose of the  following  examples is to assist you in  understanding  the
various costs and expenses that a contract  owner bears  directly or indirectly.
They  reflect  expenses of the  Separate  Account as well as the expenses of the
Account in which the Separate Account invests. In certain  circumstances,  state
premium taxes also apply.

The  examples  should  not be  considered  representations  of  past  or  future
expenses. Actual expenses may be more or less than those shown.

If you surrender  your Contract at the end of the  applicable  time period,  you
would pay the  following  expenses  on a $1,000  investment,  assuming 5% annual
return on assets and that  expenses  were the same as Account  expenses  for the
last fiscal year.

<TABLE>
<CAPTION>
        Separate Account Division                 1 Year            3 Years          5 Years          10 Years

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

         Aggressive Growth                          $83              $119              $146              $239
         Asset Allocation                            84               122               151               250
         Balanced                                    81               114               136               219
         Bond                                        80               111               132               211
         Capital Value                               79               109               129               203
         Government Securities                       80               111               132               210
         Growth                                      80               110               131               207
         International                               83               119               145               238
         International SmallCap                      88               135               173               296
         MicroCap                                    85               127               159               268
         MidCap                                      81               115               138               222
         MidCap Growth                               84               124               154               258
         Money Market                                80               112               133               212
         Real Estate                                 85               125               156               262
         SmallCap                                    85               125               155               260
         SmallCap Growth                             85               127               159               268
         SmallCap Value                              86               130               164               278
         Stock Index 500*                            85               125               N/A               N/A
         Utilities                                   82               117               141               230
         AIM V.I. Growth
         AIM V.I. Growth and Income
         AIM V.I. Value
         Fidelity VIP II Contrafund
         Fidelity VIP Growth
<FN>
         * Estimated
</FN>
</TABLE>


If you  annuitize at the end of the  applicable  time period or do not surrender
your  Contract,  you would pay the  following  expenses on a $1,000  investment,
assuming 5% annual  return on assets and that  expenses were the same as Account
expenses for the last fiscal year.
<TABLE>
<CAPTION>

        Separate Account Division                 1 Year            3 Years          5 Years          10 Years

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

         Aggressive Growth                          $21               $65              $111              $239
         Asset Allocation                            22                68               117               250
         Balanced                                    19                59               101               219
         Bond                                        18                56                97               211
         Capital Value                               17                54                93               203
         Government Securities                       18                56                97               210
         Growth                                      18                55                95               207
         International                               21                64               110               238
         International SmallCap                      27                81               139               296
         MicroCap                                    24                73               125               268
         MidCap                                      19                60               103               222
         MidCap Growth                               23                70               120               258
         Money Market                                18                57                98               212
         Real Estate                                 23                71               122               262
         SmallCap                                    23                71               121               260
         SmallCap Growth                             24                73               125               268
         SmallCap Value                              25                76               130               278
         Stock Index 500*                            23                71               N/A               N/A
         Utilities                                   20                62               106               230
         AIM V.I. Growth
         AIM V.I. Growth and Income
         AIM V.I. Value
         Fidelity VIP II Contrafund
         Fidelity VIP Growth


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

SUMMARY

This prospectus  describes a flexible  variable  annuity offered by the Company.
The  Contract is  designed  to provide  individuals  with  retirement  benefits,
including (1)  Individual  Retirement  Annuity plans or programs  ("IRA Plans"),
Simplified  Employee Pension plans ("SEPs") and Savings Incentive Match Plan for
Employees  ("SIMPLE")  IRAs  adopted  according  to Section 408 of the  Internal
Revenue Code (the "Code") and (2) non-qualified retirement plans.

This is a brief summary of the Contract's  features.  More detailed  information
follows later in this prospectus.

Investment Limitations

o    Initial purchase payment must be $2,500 or more for non-qualified
     retirement plan participants.
o    Initial purchase payment must be $1,000 for all other contracts.
o    Each subsequent payment must be at least $100.
o    If you are a member of a retirement  plan covering five or more persons and
     payments are made through an automatic investment program, then the initial
     and  subsequent  purchase  payments for the contract  must average at least
     $100 and not be less than $50.

If purchase payments are not paid during two consecutive  calendar years and the
accumulated  value  or total  purchase  payments  less  partial  surrenders  and
applicable  surrender charges is less than $2,000,  then we reserve the right to
terminate a Contract and distribute the accumulated  value,  less any applicable
charges.


Separate Account Investment Options (see THE FUND):
          Division                                invests in:
- ------------------                                -----------
     Aggressive Growth                      Aggressive Growth Account
     Asset Allocation                       Asset Allocation Account
     Balanced                               Balanced Account
     Bond                                   Bond Account
     Capital Value                          Capital Value Account
     Government Securities                  Government Securities Account
     Growth                                 Growth Account
     International                          International Account
     International SmallCap                 International SmallCap Account
     MicroCap                               MicroCap Account
     MidCap                                 MidCap Account
     MidCap Growth                          MidCap Growth Account
     Money Market                           Money Market Account
     Real Estate                            Real Estate Account
     SmallCap                               SmallCap Account
     SmallCap Growth                        SmallCap Growth Account
     SmallCap Value                         SmallCap Value Account
     Stock Index 500                        Stock Index 500 Account
     Utilities                              Utilities Account
     AIM V.I. Growth                        AIM V.I. Growth Fund
     AIM V.I. Growth and Income             AIM V.I. Growth and Income Fund
     AIM V.I. Value                         AIM V.I. Value Fund
     Fidelity VIP II Contrafund             Fidelity VIP II Contrafund Portfolio
     Fidelity VIP Growth                    Fidelity VIP Growth Portfolio


You may allocate your net premium  payments to divisions of the Separate Account
and/or the Fixed  Account.  Not all  divisions  are  available in all states.  A
current list of divisions  available in your state may be obtained  from a sales
representative or our home office.

Each  division  invests in shares of an  underlying  mutual fund.  More detailed
information  about  the  underlying  mutual  funds  may be found in the  current
prospectus for each underlying mutual fund.

The underlying  mutual funds are NOT available to the general  public  directly.
The underlying mutual funds are available only as investment options in variable
life insurance  policies or variable annuity  contracts issued by life insurance
companies.  Some  of the  underlying  mutual  funds  have  been  established  by
investment  advisers that manage  publicly  traded  mutual funds having  similar
names and investment  objectives.  While some of the underlying mutual funds may
be similar to, and may in fact be modeled  after  publicly  traded mutual funds,
you  should  understand  that the  underlying  mutual  funds  are not  otherwise
directly  related  to  any  publicly  traded  mutual  fund.  Consequently,   the
investment  performance  of publicly  traded mutual funds and of any  underlying
mutual fund may differ substantially.

Transfers (see Separate Account  Transfers for additional  restrictions)  During
the accumulation period from the Separate Account divisions:
o    dollar amount or percentage of transfer must be specified; and
o    transfer  may  occur  on a  scheduled  or  unscheduled  basis (a $30 fee is
     imposed on each unscheduled transfer after the 12th unscheduled transfer in
     a contract year).
During the annuity  payment  period,  transfers  are not  permitted  (no
transfers once payments have begun).

Surrenders  (total or partial) (see THE CONTRACT - Separate  Account  Surrenders
and FIXED  ACCOUNT - Fixed  Account  Transfers,  Total and  Partial  Surrenders)
During  the  accumulation  period:
o    a dollar amount must be specified;
o    surrendered amounts may be subject to surrender charge;
o    total surrenders are subject to an annual fee;
o    during a contract year partial surrenders less than the Contract's earnings
     or 10% of purchase payments are not subject to a surrender charge; and
o    withdrawals  before  age 59 1/2 may  involve  an income  tax  penalty  (see
     Federal Tax Matters).

Charges and Deductions
o    No sales charge on purchase payments.
o    A  contingent  deferred  surrender  charge is imposed  on certain  total or
     partial surrenders.
o    A mortality  and expense risks daily charge equal to 1.25% per year applies
     to amounts in the Separate Account.
o    Daily  Separate  Account  administration  charge is  currently  zero but we
     reserve the right to assess a charge not to exceed 0.15% annually.
o    Contracts with an accumulated  value of less than $30,000 are subject to an
     annual contract fee of the lesser of $30 or 2% of the accumulated value.
o    Currently there is no annual contract fee for Contracts with an accumulated
     value of $30,000 or more.
o    Certain  states and local  governments  impose a premium  tax.  The Company
     reserves the right to deduct the amount of the tax from  purchase  payments
     or accumulated values.

Annuity Payments
o    You may choose from several  fixed annuity  payment  options which start on
     your selected annuity payment date.
o    Payments are made to the owner (or beneficiary depending on annuity payment
     option  selected).  You should  carefully  consider the tax implications of
     each annuity option (see THE CONTRACT - Annuity Payment Options and FEDERAL
     TAX MATTERS).
o    Your Contract refers to annuity payments as "retirement benefit" payments.

Death Benefit
o    If the  annuitant  or owner dies before the annuity  payment  date,  then a
     death benefit is payable to the beneficiary of the Contract.
o    The death  benefit may be paid as either a single sum cash benefit or under
     a benefit option (see THE CONTRACT - Death Benefit).
o    If the  annuitant  dies on or after  the  annuity  payment  date,  then the
     beneficiary will receive only any continuing payments which may be provided
     by the annuity payment option in effect.

Free-Look Provision
o    You may return the Contract during the free-look  period which is generally
     10 days from the date you receive the contract. The free-look period may be
     longer in certain states.
o    We return  either all  purchase  payments  made or the  accumulated  value,
     whichever is required by applicable state law.

CONDENSED FINANCIAL INFORMATION

Financial  statements  are included in the Statement of Additional  Information.
Following are unit values for the Contract for the periods ended December 31.



                         ***TO BE FILED BY AMENDMENT.***






THE PRINCIPAL FLEXIBLE VARIABLE ANNUITY

The Principal Flexible Variable Annuity is significantly  different from a fixed
annuity.  As the owner of a variable annuity,  you assume the risk of investment
gain or loss (as to amounts in the Separate Account  divisions)  rather than the
insurance company. The amount of the annuity payment under a variable annuity is
not guaranteed.  Payments vary with the investment  performance of the portfolio
securities of the underlying Account.

Based on your  investment  objectives,  you direct the  allocation  of  purchase
payments and accumulated values.  There can be no assurance that your investment
objectives will be achieved.

THE COMPANY

The Company is a stock life insurance company with its home office at: Principal
Financial Group,  Des Moines,  Iowa 50306. It is authorized to transact life and
annuity  business in all of the United States and the District of Columbia.  The
Company is a wholly owned subsidiary of Principal Financial Services, Inc.

In 1879, the Company was incorporated  under Iowa law as a mutual life insurance
company  named  Bankers  Life  Association.  It changed its name to Bankers Life
Company in 1911 and then to Principal Mutual Life Insurance Company in 1986. The
name change to Principal Life Insurance Company and reorganization into a mutual
holding company structure took place in 1998.

THE SEPARATE ACCOUNT

Separate  Account B was  established  under Iowa law on January 12, 1970. It was
registered  as a unit  investment  trust  with  the SEC on July 17,  1970.  This
registration  does not involve SEC  supervision of the investments or investment
policies of the Separate Account.

The income, gains, and losses,  whether or not realized, of the Separate Account
are credited to or charged against the Separate  Account without regard to other
income, gains, or losses of the Company.  Obligations arising from the Contract,
including  the  promise  to  make  annuity   payments,   are  general  corporate
obligations of the Company.  However,  the Contract provides that the portion of
the Separate  Account's assets equal to the reserves and other liabilities under
the  Contract  are not  charged  with any  liabilities  arising out of any other
business of the Company.

There currently are nineteen divisions in the Separate Account available to you.
The assets of each division invest in a corresponding  Account of a mutual fund.
New Accounts may be added and made  available.  Accounts may also be  eliminated
from the Separate Account.

THE FUND

The Principal  Variable  Contracts Fund, Inc. is a mutual fund registered  under
the  Investment  Company  Act  of  1940  as a  diversified  open-end  investment
management  company.  The Fund provides the investment  vehicle for the Separate
Account.  A full  description  of the Fund,  the  investment  objectives  of its
Accounts, policies and restrictions,  charges and expenses and other operational
information is contained in the  accompanying  prospectus  (which should be read
carefully  before  investing)  and  the  Statement  of  Additional  Information.
Additional  copies of these documents are available from a sales  representative
or our home office.

Principal  Management  Corporation manages the Fund. Some of the Fund's Accounts
are used to fund the Company's  variable  life-insurance  contracts.  The Fund's
Board of  Directors  (the  "Board")  monitors  events in order to  identify  any
material irreconcilable  conflicts between the interests of the variable annuity
contract  owners  and  life-insurance  policyowners.  The Board  determines  any
responsive  action which may need to be taken.  If it becomes  necessary for any
separate account to replace shares of any Account with an alternate  investment,
then the Account may have to liquidate securities on a disadvantageous basis.

The Company  purchases  and sells fund shares for the Separate  Account at their
net asset  value  without  any sales or  redemption  charge.  Shares of the fund
represent  interests in the Accounts  available  for  investment by the Separate
Account.  Each  Account  corresponds  to one of the  divisions  of the  Separate
Account.  The assets of each Account are separate from the others.  An Account's
performance has no effect on the investment performance of any other Account.

The following is a brief summary of the investment objectives of each division:
<TABLE>
<CAPTION>

      Division               Division Invests In               Investment Advisor                   Investment Objective
<S>                      <C>                           <C>                                <C>
Aggressive Growth        Aggressive Growth Account     Morgan Stanley through             to provide long-term capital appreciation
                                                       a sub-advisory agreement           by investing  primarily in growth-oriented
                                                                                          common stocks of medium and large
                                                                                          capitalization U.S. corporations and, to a
                                                                                          limited extent, foreign corporations.

Asset Allocation         Asset Allocation Account      Morgan Stanley through             to generate a total investment return
                                                       a sub-advisory agreement           consistent with the preservation of
                                                                                          capital. The Account intends to pursue a
                                                                                          flexible investment policy in seeking to
                                                                                          achieve this investment objective.

Balanced                 Balanced Account              Invista Capital Management, LLC    to generate a total return consisting of
                                                                                          through a sub-advisory agreement current
                                                                                          income and capital appreciation
                                                                                          while assuming reasonable risks in
                                                                                          furtherance of this objective.

Bond                     Bond Account                  Principal Management Corporation   to provide as high a level of income as is
                                                                                          consistent with preservation of capital
                                                                                          and prudent investment risk.

Capital Value            Capital Value Account         Invista Capital  Management,  LLC  to provide long-term capital appreciation
                                                       through a sub-advisory  agreement  and secondarily is growth of investment
                                                                                          income. The Account seeks to achieve its
                                                                                          investment objectives through the purchase
                                                                                          primarily of common stocks, but the
                                                                                          Account may invest in other securities.

Government Securities    Government Securities Account Invista Capital Management, LLC    to seek a high level of current income,
                                                       through a sub-advisory agreement   liquidity and safety of principal. The
                                                                                          Account seeks to achieve its objective
                                                                                          through the purchase of obligations
                                                                                          issued or guaranteed by the United States
                                                                                          Government or its agencies, with
                                                                                          emphasis on Government National
                                                                                          Mortgage Association Certificates
                                                                                          ("GNMA Certificates"). Account shares
                                                                                          are not guaranteed by the United States
                                                                                          Government.

Growth                   Growth Account                Invista Capital Management, LLC    to seek growth of capital. The Account
                                                       through a sub-advisory agreement   seeks to achieve its objective through the
                                                                                          purchase primarily of common stocks, but
                                                                                          the Account may invest in other
                                                                                          securities.

International            International Account         Invista Capital Management, LLC    to seek long-term growth of capital by
                                                       through a sub-advisory agreement   investing in a portfolio of equity
                                                                                          securities domiciled in any of the nations
                                                                                          of the world.

International SmallCap   International SmallCap AccountInvista Capital Management, LLC    seeks long-term growth of capital. The
                                                       through a sub-advisory agreement   Account will attempt to achieve its
                                                                                          objective by investing primarily in equity
                                                                                          securities of non-United States companies
                                                                                          with comparatively smaller market
                                                                                          capitalizations.

MicroCap                 MicroCap Account              Goldman Sachs Asset Management     seeks long-term growth of capital. The
                                                       through a sub-advisory agreement   Account will attempt to achieve its
                                                                                          objective by investing primarily in value
                                                                                          and growth oriented companies with
                                                                                          small market capitalizations, generally
                                                                                          less than $700 million.

MidCap                   MidCap Account                Invista Capital Management, LLC    to achieve capital appreciation by
                                                       through a sub-advisory agreement   investing primarily in securities of
                                                                                          emerging and other growth-oriented
                                                                                          companies.

MidCap Growth            MidCap Growth Account         Dreyfus Corporation through        seeks long-term growth of capital. The
                                                       a sub-advisory agreement           Account will attempt to achieve its
                                                                                          objective by investing primarily in growth
                                                                                          stocks of companies with market
                                                                                          capitalizations in the $1 billion to $10
                                                                                          billion range.

Money Market             Money Market Account          Principal Management Corporation   to seek as high a level of current income
                                                                                          available from short-term securities as is
                                                                                          considered consistent with preservation of
                                                                                          principal and maintenance of liquidity by
                                                                                          investing all of its assets in a portfolio
                                                                                          of money market instruments.

Real Estate              Real Estate Account           Principal Management Corporation   seeks to generate a high total return. The
                                                                                          Account will attempt to achieve its
                                                                                          objective by investing primarily in equity
                                                                                          securities of companies principally
                                                                                          engaged in the real estate industry.


SmallCap                 SmallCap Account              Invista Capital Management, LLC    seeks long-term growth of capital. The
                                                       through a sub-advisory agreement   Account will attempt to achieve its
                                                                                          objective by investing primarily in equity
                                                                                          securities of both growth and value
                                                                                          oriented companies with comparatively
                                                                                          smaller market capitalizations.

SmallCap Growth          SmallCap Growth Account       Berger Associates through          seeks long-term growth of capital. The
                                                       a sub-advisory agreement           Account will attempt to achieve its
                                                                                          objective by investing primarily in equity
                                                                                          securities of small growth companies with
                                                                                          market capitalization of less than $1
                                                                                          billion.

SmallCap Value           SmallCap Value Account        J.P. Morgan through                seeks long-term growth of capital. The
                                                       a sub-advisory agreement           Account will attempt to achieve its
                                                                                          objective by investing primarily in equity
                                                                                          securities of small companies with value
                                                                                          characteristics and market capitalizations
                                                                                          of less than $1 billion.

Stock Index 500          Stock Index 500 Account       Invista Capital Management, LLC    The Account attempts to mirror the
                                                       through a sub-advisory agreement   investment results of the Standard &
                                                                                          Poor's 500 Stock Index.

Utilities                Utilities Account             Invista Capital Management, LLC    seeks to provide current income and long-
                                                       through a sub-advisory agreement   term growth of income and capital. The
                                                                                          Account will attempt to achieve its
                                                                                          objective by investing primarily in equity
                                                                                          and fixed-income securities of companies
                                                                                          in the public utilities industry.


AIM V.I. Growth          AIM V.I. Growth Fund          AIM Advisors, Inc.                 seeks growth of capital primarily by
                                                                                          investing in seasoned and better
                                                                                          capitalized companies considered to have
                                                                                          strong earnings momentum.

AIM V.I. Growth          AIM V.I. Growth               AIM Advisors, Inc.                 seeks growth of capital with a secondary
   and Income            and Income Fund                                                  objective of current income.

AIM V.I. Value           AIM V.I. Value Fund           AIM Advisors, Inc.                 seeks long-term growth of capital by
                                                                                          investing primarily in equity
                                                                                          securities judged by the fund's investment
                                                                                          advisor to be undervalued relative to the
                                                                                          investment advisor's appraisal of
                                                                                          the current or projected earnings of the
                                                                                          companies issuing the securities, or
                                                                                          relative to current market values
                                                                                          of assets owned by the companies issuing
                                                                                          the securities or relative to the equity
                                                                                          market generally. Income is a
                                                                                          secondary objective.

Fidelity VIP II          Fidelity VIP II               Fidelity Management                seeks long-term capital appreciation.
  Contrafund             Contrafund Portfolio          and Research Company

Fidelity VIP Growth      Fidelity VIP Growth Portfolio Fidelity Managment                 seeks to maximize total return by
                                                                                          allocating it's and Research Company
                                                                                          assets among stocks, bonds, short-term
                                                                                          instruments, and other investments.
</TABLE>


MANAGER AND SUB-ADVISORS

Principal  Management  Corporation (the "Manager") has executed  agreements with
various  sub-advisors.  Under those  sub-advisory  agreements,  the  sub-advisor
agrees to assume the obligations of the Manager to provide  investment  advisory
services for a specific Account. For these services,  each sub-advisor is paid a
fee by the Manager.

     Account:   Balanced,   Capital  Value,   Government   Securities,   Growth,
     International,  International SmallCap,  MidCap,  SmallCap, Stock Index 500
     and Utilities
          Sub-Advisor:  Invista Capital Management, LLC. Invista is a subsidiary
          of Principal Life  Insurance  Company and an affiliate of the Manager.
          Invista has managed investments for institutional investors, including
          Principal Life, since 1985. As of December 31, 1998, it managed assets
          of approximately $31 billion. Invista's address is 1800 Hub Tower, 699
          Walnut Avenue, Des Moines, Iowa 50309.

     Account: Aggressive Growth, and Asset Allocation
          Sub-Advisor:  Morgan  Stanley Asset  Management  Inc.  ("MSAM"),  with
          principal offices at 1221 Avenue of the Americas,  New York, NY 10020,
          provides a broad range of portfolio  management  services to customers
          in the U.S. and abroad. At December 31, 1998 MSAM managed  investments
          totaling  approximately  $163.4  billion.  On December 31, 1998,  MSAM
          changed its name to Morgan Stanley Dean Witter  Investment  Management
          Inc. but continues to do business in certain  instances using the name
          Morgan Stanley Asset Management.

     Account: MidCap Growth
         Sub-Advisor:  The Dreyfus Corporation,  located at 200 Park Avenue, New
         York,  NY 10166,  was  formed in 1947.  The  Dreyfus  Corporation  is a
         wholly-owned  subsidiary of Mellon Bank,  N.A.  which is a wholly-owned
         subsidiary  of Mellon Bank  Corporation.  As of December 31, 1998,  the
         Dreyfus  Corporation  managed  or  administered   approximately  $118.5
         billion in assets  for  approximately  1.7  million  investor  accounts
         nationwide.

     Account: MicroCap
         Sub-Advisor:  Goldman  Sachs Asset  Management  ("GSAM"),  One New York
         Plaza, New York, NY 10004, is a separate operating division of Goldman,
         Sachs & Co. ("Goldman  Sachs").  Goldman Sachs provides a wide range of
         fully discretionary investment advisory services, quantitatively driven
         and actively managed U.S. and international  portfolios,  commodity and
         currency  products,  and money market mutual funds.  As of December 31,
         1998, GSAM,  together with its affiliates,  managed assets in excess of
         $195 billion.

     Account: SmallCap Value
          Sub-Advisor:  J.P.  Morgan  Investment  Management  Inc.  J.P.  Morgan
          Investment,  with principal offices at 522 Fifth Avenue,  New York, NY
          10036 is a wholly-owned  subsidiary of J.P. Morgan & Co.  Incorporated
          ("J.P.  Morgan") a bank holding  company.  J.P.  Morgan,  through J.P.
          Morgan  investment  and  other  subsidiaries,  offers a wide  range of
          services to  governmental,  institutional,  corporate  and  individual
          customers   and  acts  as  investment   advisor  to   individual   and
          institutional  clients.  As of December 31, 1998,  J.P. Morgan and its
          subsidiaries   had  total   combined   assets  under   management   of
          approximately $300 billion.

     Account: SmallCap Growth
         Sub-Advisor:  Berger  Associates.  Berger's  address is 210  University
         Boulevard,  Suite  900,  Denver,  CO 80206.  It  serves  as  investment
         advisor,  sub-advisor,  administrator  or  sub-administrator  to mutual
         funds and institutional investors.  Berger is a wholly owned subsidiary
         of Kansas City Southern Industries,  Inc. ("KCSI").  KCSI is a publicly
         traded   holding   company   with   principal    operations   in   rail
         transportation, through its subsidiary the Kansas City Southern Railway
         Company,  and  financial  asset  management  businesses.  Assets  under
         management for Berger as of December 31, 1998, were  approximately $3.4
         billion.

SURPLUS DISTRIBUTIONS

Divisible surplus  distributions  are not anticipated  because the Contracts are
not  expected  to result  in a  contribution  to the  divisible  surplus  of the
Company. However, if any divisible surplus distribution is made, then it will be
made to the Owners in the form of cash.

THE CONTRACT

The following  descriptions  are based on provisions of the Contract  offered by
this  prospectus.  You  should  refer to the actual  Contract  and the terms and
limitations of any tax qualified plan which is to be funded by the Contract. Tax
qualified plans are subject to several  requirements  and limitations  which may
affect  the  terms of any  particular  Contract  or the  advisability  of taking
certain action permitted by the Contract.

To Buy a Contract

If you  want to buy a  Contract,  you must  submit  an  application  and make an
initial purchase payment. If you are buying the Contract to fund a SIMPLE-IRA or
SEP,  an initial  purchase  payment is not  required at the time you send in the
application.  If the  application  is complete and the  Contract  applied for is
suitable,  the  Contract is issued  subject to  underwriting.  If the  completed
application  is  received  in proper  order,  the  initial  purchase  payment is
credited within two valuation days after the later of receipt of the application
or receipt of the initial purchase payment at the Company's home office.  If the
initial  purchase  payment is not credited  within five  valuation  days,  it is
refunded unless we have received your permission to retain the purchase  payment
until we receive the information necessary to issue the Contract.

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

     Purchase Payments
     o    The initial purchase payment must be at least $2,500 for non-qualified
          retirement plans.
     o    All other initial purchase payments must be at least $1,000.
     o    Subsequent  payments  must be at least  $100 and can be made until the
          annuity payment date and while the Annuitant is living.
     o    If you  are a  member  of a  retirement  plan  covering  five  or more
          persons,  then the initial and  subsequent  purchase  payments for the
          contract must average at least $100 and cannot be less than $50.
     o    The total of all purchase  payments may not be greater than $2,000,000
          without our prior approval.
     o    In New Jersey after the first contract year,  purchase payments cannot
          exceed $100,000 per contract year.

     The Company reserves the right to:
     o    increase the minimum amount for each purchase payment to not more than
          $1,000; and
     o    terminate*  a  Contract  and  send  you the  accumulated  value  if no
          premiums  are paid  during  two  consecutive  calendar  years  and the
          accumulated value (or total purchase payments less partial  surrenders
          and  applicable  surrender  charges  and  transfer  fees) is less than
          $2,000.
          *The  Company  will first  notify you of its intent to  exercise  this
          right and give you 60 days to  increase  the  accumulated  value to at
          least $2,000.

     Allocation of Purchase Payments and Free-Look Period
     Your  purchase  payments  are  allocated  to the  divisions of the Separate
     Account  and/or  the Fixed  Account  according  to your  instructions.  The
     percentage allocation for future purchase payments may be changed,  without
     charge,  at any time by sending a written  request to us,  telephoning  the
     Company at 1-800-247-9988 (if telephone  privileges apply), or sending us a
     fax  (1-515-248-9800).  The allocation  changes are effective at the end of
     the valuation period in which your new  instructions are received.  You may
     not allocate your  purchase  payments to the Fixed Account if it causes the
     value of the Fixed  Account to be more than  $1,000,000  (without our prior
     approval).  You may return the Contract for any reason during the free-look
     period.  Some states require us to return the initial purchase payment.  If
     your  Contract  is issued in one of those  states,  your  initial  purchase
     payments are  allocated  to the Money Market  Division for 15 days (20 days
     for contracts  issued in Idaho) after the contract  date.  After the 15-day
     period (20 days in Idaho),  the  initial  purchase  payment is  reallocated
     according to your  allocation  instructions.  The states in which  purchase
     payments are returned are:
           Colorado                 Kentucky              North Carolina
           Connecticut*             Louisiana             Oklahoma
           Georgia                  Maryland              Rhode Island
           Hawaii                   Michigan              South Carolina
           Idaho                    Missouri              Utah
           Indiana                  Nebraska              Washington

     *Purchase  payments are  refunded if the Contract is canceled  prior to its
     delivery, otherwise the accumulated value is refunded.

     If your  Contract  is issued in a state not listed  above and if you return
     the Contract during the free-look period,  you will receive the accumulated
     value.

     Right to Examine the Contract
     Under state law,  you have the right to return the  Contract for any reason
     during the  free-look  period.  The  free-look  period is 10 days after the
     Contract is delivered to you in all states,  unless your Contract is issued
     in:
          a.   California and you are age 60 and over (your free-look  period is
               30 days);
          b.   Colorado (15 day free-look period); or
          c.   Idaho or North Dakota (20 day free-look period).

     To  return  a  Contract  you  must  send it and a  written  request  to the
     Company's  home  office or to the sales  representative  who sold it to you
     before the close of business on the last day of the  free-look  period.  If
     you send the  request  (properly  addressed  and  postage  prepaid)  to the
     Company,  the date of the postmark is used to  determine  if the  free-look
     period has  expired.  If the purchase  payments are  allocated to the Money
     Market Division, then the Company will return the greater of the Contract's
     value or purchase payments paid if the Contract is canceled. Otherwise, the
     accumulated value is returned.

     If the  purchase of this  Contract  is a  replacement  for another  annuity
     contract or a life insurance policy, different free-look periods may apply.
     The Company  reserves the right to keep the initial purchase payment in the
     Money Market  division  longer than 15 days to  correspond to the free-look
     periods of a particular state's replacement requirements.

     Exchange Credit
     If you own a Single Premium  Deferred  Annuity ("SPDA") or a Single Premium
     Deferred  Annuity  Plus  ("SPDA+")  issued by us and are  within at least 8
     months of the 8th Contract  year,  then you may  transfer  the  accumulated
     value,  without  charge,  to the  Contract  described  in this  prospectus.
     Additionally,  we will add 1% of the current SPDA/SPDA+  surrender value to
     the  purchase  payment.  We reserve the right to change or  terminate  this
     program.

     Both  SPDA  and  SPDA+  are  annuities   which  provide  a  fixed  rate  of
     accumulation.  This  Contract  varies with the  investment  experience  and
     objectives of the various  Separate Account  divisions.  Thus, the value of
     your Contract may increase or decrease with the investment  holdings of the
     Account divisions.

    When making an exchange decision, the owner should carefully review the SPDA
    or SPDA+ Contract and this Prospectus  because the charges and provisions of
    the contracts  differ.  An existing SPDA or SPDA+  contract may be currently
    eligible for waiver of surrender  charge due to critical need, while similar
    riders may not be available under this Contract.

    To complete a transfer to this Contract, send
    1) a Contract application,
    2) a SPDA/SPDA+ surrender form,
    3) a replacement form (based on state written), and
    4) an Annuity Exchange Request and Release Form.
    The exchange is effective when we receive the completed forms and accept the
    application. The transaction is valued at the end of the valuation period in
    which we receive the necessary documents.

    (This  "Exchange  Credit"  is not  available  in New  York  and  may  not be
    available in other states as well.  Specific  information  is available from
    your registered representative or our home office (1-800-247-9988)).

    The Exchange Credit is allocated among the Divisions of the Separate Account
    or the Fixed  Account,  or both, in the same ratio as the  allocation of the
    purchase payment.  The credit is treated as additional income for income tax
    purposes. If the owner exercises the right to return the Contract during the
    free-look period,  then the amount returned is reduced by any credit applied
    (see THE CONTRACT - Right to Examine the Contract).

The Accumulation Period

     The Value of Your Contract
     The value of your Contract is the total of the Separate  Account value plus
     any Fixed  Account  value.  The Fixed  Account  value is  described  in the
     section titled FIXED ACCOUNT.

     There is no guaranteed  minimum  Separate Account value. Its value reflects
     the investment experience of the divisions of the Separate Account that you
     choose.  It also  reflects  your  purchase  payments,  partial  surrenders,
     surrender  charges and the  Contract  expenses  deducted  from the Separate
     Account.

     The  Separate  Account  value  changes  from day to day.  To the extent the
     accumulated  value  is  allocated  to the  Separate  Account,  you bear the
     investment risk. At the end of any valuation period,  your Contract's value
     in a division  is:
     o    the number of units you have in a division multiplied by
     o    the value of a unit in the division.

     The number of units is the total of units  purchased by  allocations to the
     division from:
     o    your initial purchase payment;
     o    subsequent investments; and
     o    transfers from another division or the Fixed Account.
     minus units sold:
     o    for partial surrenders from the division;
     o    as part of a transfer to another division or the Fixed Account; and
     o    to pay contract charges and fees.

     Unit values are calculated each valuation date at the close of the New York
     Stock Exchange.  To calculate the unit value of a division,  the unit value
     from the  previous  valuation  date is  multiplied  by the  division's  net
     investment  factor for the current  valuation  period.  The number of units
     does not change due to a change in unit value.

     The net investment  factor measures the  performance of each division.  The
     net investment factor for a valuation period is calculated as follows:

         [{share price of the underlying mutual fund account at the end of the
                                valuation period
                                      plus
         per share amount of the dividend (or other distribution) made by the
                mutual fund account during the valuation period}
                                   divided by
         share price of the underlying mutual fund account at the end of the
                           previous valuation period]
                                      minus
  {an administration charge (if any) and the mortality and expense risks charge}

     The  administration  charge (if any) and the  mortality  and expense  risks
     charge are  calculated  by dividing the annual  amount of the charge by 365
     and multiplying by the number of days in the valuation period.

     The  charges  and any  taxes  (currently  none) are  accrued  daily and are
     transferred from Separate Account B at the Company's discretion.

     Allocation of Purchase Payments
     o   On your application for the Contract, you direct your purchase payments
         to be allocated to divisions of the Separate Account, the Fixed Account
         or both.
     o   Percentages must be in whole numbers and total 100%.
     o    Subsequent  investments are made using the same allocation percentages
          unless you change the allocations.
     o    Changes to the allocation  percentages may be made without  charge.  A
          change is effective on the next valuation period after we receive your
          new  instructions.  You can change  the  allocations  by mailing  your
          instructions  to us, if telephone  privileges  apply, by calling us at
          1-800-247-9988 or by faxing your instructions to us at 1-515-248-9800.
     o    Purchase payments are credited on the basis of accumulation unit value
          next determined after receipt of a purchase payment.

     Separate Account Division Transfers
     o   You may request an unscheduled  transfer or set up a periodic  transfer
         by sending us a written request, calling us if telephone services apply
         (1-800-247-9988) or sending us a fax (1-515-248-9800).
     o    You must specify the dollar amount or percentage to transfer from each
          Separate Account division.
     o    The minimum  amounts are $100 or 100% of your interest in the division
          if your value in the division is less than $100.
     o   In states  where  allowed,  we  reserve  the  right to reject  transfer
         instructions  from someone  providing  them for multiple  Contracts for
         which he or she is not the owner.

         Unscheduled
         o    You may make unscheduled  Separate Account division transfers from
              a division to another division or to the Fixed Account.
         o    The transfer is made, and values determined,  as of the end of the
              valuation period in which we receive your request.
         o    A $30 fee is imposed on each  unscheduled  transfer after the 12th
              unscheduled  transfer in a contract  year (for fee  purposes,  all
              transfers  based on a single  instruction  are  considered to be a
              single transfer).

         You may not make a transfer to the Fixed Account if:
          o    a  transfer  has been made from the Fixed  Account  to a division
               within six months, or
          o    after the  transfer,  the Fixed  Account value would be more than
               $1,000,000 (without our prior approval).

         Scheduled
         o    You may  elect  to have  automatic  transfers  made on a  periodic
              basis, if the value of the division is at least $5,000.
         o    You must specify the dollar amount of the transfer ($100 minimum).
          o    Transfers continue until your value in the division is zero or we
               receive notice to stop them.
          o    You select the transfer date (other than the 29th,  30th or 31st)
               and the  transfer  period  (monthly,  quarterly,  semi-annual  or
               annual).
          o    We  reserve  the right to limit the  number of  Separate  Account
               divisions from which simultaneous transfers are made. In no event
               will it ever be less than two.
          o    If the  selected  date is not a valuation  date,  the transfer is
               completed on the next valuation date.

     Automatic Portfolio Rebalancing (APR)
     o    Allows you to maintain a specific  percentage of your contract  values
          in each account over time.
     o    You may elect APR at any time.
     o    APR is not available for values in the Fixed Account.
     o    APR is not available if you have arranged scheduled transfers from the
          same division.
     o    APR will not begin until the "free-look" period has expired.
     o    There is no charge for APR transfers.
     o    APR transfers are not considered  unscheduled transfers in determining
          any transfer fee.
     o    APR can be selected for quarterly, semi-annual or annual rebalancing.
     o    You may rebalance  once by completing  and submitting a form to us, by
          telephoning  if you  have  telephone  privileges  (1-800-247-9988)  or
          faxing your  instructions to us  (1-515-248-9800).  (Rebalanced at the
          end of next valuation period following request.)
         Example:
         You elect APR to maintain your Contract  values with 50% in the Capital
         Value Division and 50% in the Money Market Division.  At the end of the
         specified period,  60% of the values are in the Capital Value Division,
         with the remaining 40% in the Money Market  Division.  By  rebalancing,
         units from the Capital Value  Division are sold and applied as purchase
         payments to the Money  Market  Division so that 50% of the  accumulated
         value is once again in each division.

     Telephone Services
     Telephone  services are permitted (unless prohibited by state law) for both
     changes in the allocation of future  purchase  payments and transfers among
     divisions. Telephone service may be declined on the Contract application or
     at any later date by providing us with written notice. Telephone service is
     used by calling us at  1-800-247-9988.  Telephone transfer requests must be
     made while we are open for business. They are effective when received by us
     before the close of the New York Stock Exchange  (generally 3 p.m.  Central
     Time). Requests received when we are not open for business or after the New
     York Stock Exchange closes will be effective on the next business day.

     Neither the  Company  nor the  Separate  Account  are  responsible  for the
     authenticity  of telephone  service  transaction  requests.  We reserve the
     right to refuse telephone service transaction requests. You assume the risk
     of loss caused by fraudulent  telephone service  transactions we reasonably
     believe to be genuine. We follow procedures in an attempt to assure genuine
     telephone service transactions.  If these procedures are not followed, then
     we  may  be  liable  for  loss  caused  by   unauthorized   or   fraudulent
     transactions.   The  procedures   include   recording   telephone   service
     transactions,  requesting personal  identification (name, daytime telephone
     number,  social  security  number  and/or  birthdate)  and sending  written
     confirmation to your address of record.

     We reserve the right to modify or terminate  telephone service  transaction
procedures at any time.

Separate Account Surrenders

Surrenders from the Separate Account are generally paid within seven days of the
effective  date of the  request for  surrender  (or earlier if required by law).
However, certain delays in payment are permitted (see GENERAL
 PROVISIONS - Delay of  Payments).  Surrenders  before age 59 1/2 may involve an
income tax penalty (see FEDERAL TAX MATTERS). You must send us a written request
for any surrender.

You may specify  surrender  allocation  percentages with each partial  surrender
request.  If you don't  provide us with specific  percentages,  we will use your
purchase payment allocation percentages for the partial surrender.
Surrenders may be subject to a surrender charge (see Surrender Charge).

     Total Surrender
     o    You may  surrender  the Contract  during the life of the annuitant and
          before the annuity payment date.
     o    You  receive  the cash  surrender  value  at the end of the  valuation
          period during which we receive your surrender request.
     o   The cash surrender value is the total of the values of your accounts in
         the Separate  Account  divisions  plus any amount you have in the Fixed
         Account minus any applicable surrender charge or transaction fee.
     o   The  written  consent  of  all  collateral  assignees  and  irrevocable
         beneficiaries must be obtained prior to surrender.
     o   We reserve the right to require you to return the  Contract to us prior
         to making  any  payment  though  this does not affect the amount of the
         cash surrender value.

     Unscheduled Partial Surrender
     o   Prior to the  annuity  payment  date and  during  the  lifetime  of the
         annuitant,  you  may  surrender  a part  of the  Fixed  Account  and/or
         Separate Account value by sending us a written request.
     o    You must specify the dollar amount of the surrender which must be $100
          or more.
     o    The surrender is effective at the end of the  valuation  period during
          which we receive your written request for surrender.
     o   The  surrender is deducted  from your Fixed  Account  value and/or your
         account in any Separate  Account  division  according to the  surrender
         allocation percentages you specify.
     o   If surrender  allocation  percentages  are not  specified,  we use your
         purchase payment allocation percentages.
     o   We surrender  units from the Separate  Account  divisions  and/or Fixed
         Account to equal the dollar  amount of the  surrender  request plus any
         applicable surrender charge.
     o   The accumulated  value after the unscheduled  partial surrender must be
         equal or  greater  than  $5,000  (we  reserve  the right to change  the
         minimum  remaining  accumulated  value but it will not be greater  than
         $10,000).
     o   A $30 fee is imposed on each  unscheduled  partial  surrender after the
         1st unscheduled  partial surrender in a contract year.  Surrenders from
         multiple  divisions  made at the  same  time are  considered  to be one
         surrender for purposes of calculating this fee.

     Scheduled Partial Surrender
     o   You may elect  partial  surrenders  from the Fixed  Account  and/or the
         Separate Account on a periodic basis by sending us written notice.
     o    Your  accumulated  value must be at least  $5,000 when the  surrenders
          begin.
     o    Surrenders are made from any of the Separate Account  divisions and/or
          the Fixed Account.
     o    You may specify monthly, quarterly, semi-annually or annually and pick
          a surrender date (other than the 29th, 30th or 31st).
     o    If the  selected  date  is  not a  valuation  date,  the  transfer  is
          completed on the next valuation date.
     o    The surrenders continue until your value in the division is zero or we
          receive written notice to stop them.

Death Benefit

If you or the annuitant die before the annuity  payment date, then we will pay a
death  benefit.  Before  the  annuity  payment  date,  you may  give us  written
instructions for payment under a death benefit option. If we do not receive your
instructions,  the death  benefit is paid  according  to  instructions  from the
beneficiary. No surrender charge applies when a death benefit is paid.

The  beneficiary is the person or persons you name in the application to receive
benefits upon your death. If the owner is not a natural  person,  death benefits
are paid to the beneficiary upon the death of the annuitant.

Unless  you  have  named  an  irrevocable  beneficiary,   you  may  change  your
beneficiary by providing us with written  notice.  If a beneficiary  dies before
you, on your death we will make equal  payments to the  surviving  beneficiaries
unless you had  provided  us with other  written  instructions.  If none of your
beneficiaries  survive  you,  we will pay the death  benefit to your estate in a
lump sum.

If you die before the annuitant  and your  beneficiary  is your spouse,  we will
continue  the  Contract  with your  spouse as the new owner  unless  your spouse
elects to receive the death benefit.

Alternatively,  within 60 days of your death,  your  beneficiary may elect to:
o    apply the death benefit under a benefit option, or
o    receive the death benefit as a single payment.

If the owner of a  Contract,  not issued in  connection  with  retirement  plans
qualified  under  Section 408 of the Internal  Revenue Code (the  "Code"),  dies
before the annuitant and before the annuity payment date,  written notice of the
death  must be  sent to us so  distribution  arrangements  can be made to  avoid
adverse tax consequences.

     Standard Death Benefit
     The amount of the death benefit is the greater of:
     o    your  accumulated  value on the date we receive proof of death and all
          required documents, or
     o    the total of purchase payments minus any partial surrenders,  fees and
          charges as of the date we receive all  required  documents  and notice
          (including proof) of death, or
     o    highest  accumulated  value on any prior anniversary that is divisible
          equally by seven,  plus any  purchase  payments  and less any  partial
          surrenders   (and   surrender   charges   incurred)  made  after  that
          anniversary.

     Annual Enhanced Death Benefit
     This is an optional death benefit rider.  Under this rider, if the original
     annuitant  or owner dies before the annuity  payment  date,  then the death
     benefit payable the beneficiary is the greater of:
         1)   The standard death benefit;
         2)   The annual  increasing death benefit,  based on purchase  payments
              (accumulated  at 5%) minus any  surrenders  and surrender  charges
              (accumulated  at 5%) until the later of the  Contract  anniversary
              after the original  owner's or original  annuitant's 75th birthday
              or five years from the effective date of the rider; or
         3)   The highest accumulated value on a Contract  anniversary until the
              Contract  anniversary  following the original  owner's or original
              annuitant's 75th birthday or five years from the effective date of
              the rider, whichever comes last.

     Lock-In  Feature At the later of the  Contract  anniversary  following  the
     original owner's or original  annuitant's 75th birthday or five years after
     issue  ("lock-in  date"),  the  annual  enhanced  death  benefit  amount is
     locked-in  and will only  increase  by  purchase  payments  made  after the
     lock-in date,  minus any  surrenders  and surrender  charges.  (i.e. On the
     lock-in  date,  a snapshot  is taken  setting  the floor as to the  minimum
     amount of death benefit,  less any  surrenders and surrender  charges.) The
     lock-in does not prevent the accumulated  value from increasing  further as
     provided by the standard death benefit provision in your Contract. Once the
     standard death benefit  equals the annual  enhanced death benefit after the
     lock-in  date,  the rider will  terminate.  The annual cost of the rider is
     0.20% of the annual  accumulated value. The charge is equal to 0.05% of the
     average  accumulated  value during the calendar  quarter.  The cost will be
     deducted   throughout  the   redemption  of  units  from  your   Contract's
     accumulated  value in the same  proportion as purchase  payment  allocation
     between the Fixed and Separate  Accounts.  If the rider is purchased  after
     the  beginning of a quarter,  then the charge is prorated  according to the
     number of days it is in effect during the quarter.  Upon termination of the
     rider or upon death,  you will be charged based on the number of days it is
     in effect  during the quarter.  The enhanced  death  benefit  rider is only
     available at issuance. Thus, once a Contract has been purchased without the
     rider, it may not be added at a later date.

     If the  enhanced  death  benefit  rider is  terminated,  then it  cannot be
     reinstated (except in the state of Florida.)

     Payment of Death Benefit
     The death  benefit is usually paid within seven days of our  receiving  all
     documents  (including proof of death) that we require to process the claim.
     Payment is made  according to benefit  instructions  provided by you.  Some
     states  require  this  payment  to be made in less than seven  days.  Under
     certain circumstances,  this payment may be delayed (see GENERAL PROVISIONS
     - Delay of Payments).  We pay interest (at least 3% or as required by state
     law) on the death  benefit from the date we receive all required  documents
     until payment is made or until the death benefit is applied under a benefit
     option.

NOTE:   Proof of death includes: a certified copy of a death certificate; a
certified copy of a court order; a written statement by a medical doctor; or
other satisfactory proof.

     Death of Annuitant
     If the owner or annuitant dies during the annuity payment period, remaining
     payments are made to the beneficiary throughout the guarantee period or for
     the life of any  joint  annuitant.  In all  cases the  person  entitled  to
     receive  payments also receives any rights and privileges under the annuity
     payment option.

     Additional rules apply to distributions under non-qualified  contracts (see
     FEDERAL TAX MATTERS - Required Distributions for Non-Qualified  Contracts).
     However,  the rules do not apply to  contracts  issued in  connection  with
     IRAs, SEPs or SIMPLE-IRAs.

The Annuity Payment Period

     Annuity Payment Date
     You may specify an annuity payment date in your application.  If you do not
     specify an annuity payment date, then the annuity payment date is the later
     of the  annuitant's  85th  birthday  or 10  years  after  issuance.  If the
     annuitant  is living and the  Contract  is in force on that  date,  we will
     notify you to begin taking payments under the Contract.  You may not select
     an annuity payment date which is on or after the Annuitant's  85th birthday
     or 10 years after the contract date, whichever is the later. (No later than
     age 88 in Pennsylvania, or age 90 in New York)

     Depending on the type of annuity  payment option selected when the Contract
     is issued,  payments that are initiated  either before or after the annuity
     payment date may be subject to penalty taxes (see FEDERAL TAX MATTERS). You
     should  consider  this  carefully  when you  select or change  the  annuity
     payment date.

     You may  change  the  annuity  payment  date with our prior  approval.  The
     request  must be in writing and  approved  before we issue a  supplementary
     Contract which provides an annuity payment option.  The new annuity payment
     date must be any  contract  anniversary  on or before the  annuity  payment
     date.

     Annuity Payment Options
     We offer fixed annuity payments.  If, however, the accumulated value on the
     annuity  payment date is less than $5,000 or if the amount applied under an
     annuity payment option is less than the minimum  requirement we may pay out
     the entire amount. No surrender charge would be imposed. The Contract would
     then be canceled.

     You may choose from several fixed annuity payment options. Payments will be
     made on the  frequency  you  choose.  You may  elect to have  your  annuity
     payments made on a monthly,  quarterly,  semiannual  or annual  basis.  The
     dollar  amount of the payments is specified for the entire  payment  period
     according  to the option  selected.  There is no right to make any total or
     partial surrender after the annuity payments start.

     The amount of the annuity payment depends on:
     o   amount of accumulated value;
     o   annuity payment option selected; and
     o   age of annuitant (unless fixed income option is selected).

     Annuity  payments  generally are higher for male annuitants than for female
     annuitants  with  an  otherwise   identical   Contract.   This  is  because
     statistically  females have longer life expectancies than males. In certain
     states,  this difference may not be taken into  consideration in fixing the
     payment amount.  Additionally,  Contracts with no gender  distinctions  are
     made available for certain employer-sponsored plans because under most such
     plans, such Contract provisions are prohibited by law.

     You may select an annuity payment option or change a previous  selection by
     written  request.  We must  receive  the  request on or before the  annuity
     payment date. If an annuity  payment  option is not selected,  then we will
     automatically apply the Life Income option (see below). If you designate an
     annuitant  and joint  annuitant,  then payment  will be made  pursuant to a
     joint and full survivor  income (see below).  Tax laws and  regulations may
     impose further restrictions on annuity payment options.

     Payments under the annuity  payment options are made as of the first day of
     each payment period  beginning with the annuity payment date. The available
     annuity payment options are:

          Fixed  Income.  Payments  of a fixed  amount or  payments  for a fixed
          period of at least  five  years  but not more than 30 years.  Payments
          stop after all guaranteed payments are made.

         Life  Income.  Payments  are made as of the first  day of each  payment
         period during the annuitant's  life,  starting with the annuity payment
         date.  No payments are made after the  annuitant  dies.  It is possible
         that you would  only  receive  one  payment  under  this  option if the
         annuitant dies before the second payment is due.

         Life Income  with  Payments  Guaranteed  for a Period of 5 to 20 Years.
         Payments are made on the first day of each payment period  beginning on
         the annuity  payment date.  Payments will continue  until the annuitant
         dies. If the annuitant dies before all of the guaranteed  payments have
         been  made,  then we  will  continue  the  guaranteed  payments  to the
         beneficiary.

         Joint and Full  Survivor  Life Income with  Payments  Guaranteed  for a
         Period of 10 Years.  Payments  continue as long as either the annuitant
         or the joint  annuitant  is alive.  If both die before  all  guaranteed
         payments have been made, the guaranteed  remaining payments are made to
         the beneficiary.

         Joint and Two-thirds Survivor Life Income. Payments continue as long as
         either the  annuitant or the joint  annuitant  is alive.  If either the
         annuitant or joint annuitant dies, payments continue to the survivor at
         two-thirds the original  amount.  Payments stop when both the annuitant
         and joint  annuitant have died. It is possible that only one payment is
         made under this option if both annuitants die before the second payment
         is due.

         Other benefit options may be available with our approval.

     The mortality  risk assumed by the Company is to make annuity  payments for
     the  full  life  of all  annuitants  regardless  of how  long  they  or any
     individual annuitant might live. Mortality risk does not apply to the Fixed
     Income option.  Annuity  payments are determined in accordance with annuity
     tables and other provisions contained in the Contract. This assures neither
     an annuitant's own longevity,  nor an improvement in life expectancy,  will
     have  an  adverse  effect  on the  annuity  payments  received  under  this
     Contract.  The annuity payment tables  contained in this Contract are based
     on the Annuity  Mortality 1983 Table a. These tables are guaranteed for the
     life of the Contract.

     If you own one or more qualified annuity  contracts,  in order to avoid tax
     penalties,  payments  from at least one of your  qualified  contracts  must
     start no later than April 1 following  the calendar  year in which you turn
     age 70 1/2. The required  minimum  payment is a  distribution  in equal (or
     substantially  equal) amounts over your life or over the joint lives of you
     and your  designated  beneficiary.  In addition,  payments  must be made at
     least once a year.  Tax  penalties  may also apply at your death on certain
     excess accumulations. You should consider potential tax penalties with your
     tax  advisor  when  selecting  an annuity  payment  option or taking  other
     distributions from the Contract.

CHARGES AND DEDUCTIONS

An annual fee, a mortality  and expense risks charge,  in some  circumstances  a
transaction  fee and state  premium  taxes are deducted  under the  Contract.  A
surrender  charge (on surrenders) may also be deducted from certain  withdrawals
made before the  annuity  payment  date.  We reserve the right to assess a daily
Separate  Account  administration  charge.  There are also  deductions  from and
expenses  paid out of the  assets of the  Accounts  which are  described  in the
Fund's prospectus.

Annual Fee

An annual fee exists which is the lesser of $30 or 2% of your accumulated  value
(subject to any  applicable  state law  limitations).  The fee is deducted  from
either  the Fixed  Account or your  interest  in a  Separate  Account  Division,
whichever  has  the  greatest  value.  The  fee is  deducted  on  each  contract
anniversary  and upon total  surrender  of the  Contract.  This fee is currently
waived for Contracts having an accumulated value on the last day of the Contract
year of $30,000 or more. The fee assists in covering  administrative  costs. The
Company does not anticipate any profit from this fee.

The administrative costs include costs associated with:
o    the issuance of Contracts;
o    establishing and maintaining the records which relate to Contracts;
o    making regulatory filings and furnishing confirmation notices;
o    preparing,   distributing   and  tabulating   voting  materials  and  other
     communications;
o    providing computer, actuarial and accounting services; and
o    processing Contract transactions.

Mortality and Expense Risks Charge

We  assess  each  division  of the  Separate  Account  with a daily  charge  for
mortality  and  expense  risks.  The  annual  rate of the charge is 1.25% of the
average daily net assets of the Separate Account.  We agree not to increase this
charge for the duration of the  Contract.  This charge is assessed only prior to
the annuity  payment  date.  This charge is assessed  daily when the value of an
accumulation unit is calculated.

We have a mortality  risk in that we guarantee  payment of a death  benefit in a
single sum or under an annuity  payment option upon the death of an annuitant or
owner prior to the annuity  payment  date.  No surrender  charge is imposed on a
death benefit payment which gives us an additional mortality risk.

The expense risk that we assume is that the actual expenses  incurred in issuing
and  administering  the Contract  exceed the Contract  limits on  administrative
charges.

If the mortality  and expense risks charge is not enough to cover the costs,  we
bear the loss. If the amount of mortality  and expense risks charge  deducted is
more than our  costs,  the excess is profit to the  Company.  We expect a profit
from the mortality and expense risks charge.

Transaction Fee

A transaction fee of $30 applies to each unscheduled partial surrender after the
first unscheduled partial surrender in a contract year. A $30 transaction fee is
also charged to each unscheduled transfer from a division after the twelfth such
transfer in a contract  year.  The  transaction  fee is deducted  from the Fixed
Account  and/or your  interest  in a Separate  Account  division  from which the
amount is surrendered or transferred, on a pro rata basis.

Premium Taxes

We reserve the right to deduct an amount to cover any premium  taxes  imposed by
states or other  jurisdictions.  Any  deduction  is made from  either a purchase
payment  when we  receive  it,  or the  accumulated  value  when you  request  a
surrender  (total or partial) or it is applied under a benefit  option.  Premium
taxes range from 0% in most states to as high as 3.50%.

Surrender Charge

No sales  charge is  collected or deducted  when  purchase  payments are applied
under the Contract.  A surrender  charge is assessed on certain total or partial
surrenders.  The amounts we receive from the surrender  charge are used to cover
some  of the  expenses  of the  sale  of the  Contract  (commissions  and  other
promotional or distribution  expenses). If the surrender charge collected is not
enough to cover the actual  costs of  distribution,  the costs are paid from the
Company's  General  Account  assets  which  includes  profit,  if any,  from the
mortality and expense risks charge.

The surrender  charge for any total or partial  surrender is a percentage of the
purchase payments  withdrawn or surrendered which were received by us during the
seven  contract  years prior to the  withdrawal  or  surrender.  The  applicable
percentage which is applied to the sum of the purchase payments paid during each
contract year is determined by the following table.

                           Table of Surrender Charges


        Number of completed contract years       Surrender charge applied to all
            since each Purchase Payment*            Purchase Payments received

         2 years or less                                         6%
         more than 2 years, up to 3 years                        5%
         more than 3 years, up to 4 years                        4%
         more than 4 years, up to 5 years                        3%
         more than 5 years, up to 6 years                        2%
         more than 6 years                                       0%

         *  Each  purchase   payment  begins  in  year  0  for
            purposes of calculating the percentage  applied to
            that payment.

We assume that surrenders and transfers are made in the following order:
o    first from purchase payments we received more than seven completed contract
     years prior to the surrender (or transfer);
o    then from the free surrender privilege (first from the earnings,  then from
     the oldest purchase payments (first-in, first-out)) described below; and
o    then from purchase payments we received within the seven completed contract
     years before the surrender on a first-in, first-out basis.

A surrender charge is not imposed in states where it is prohibited, including:
o    New Jersey- no surrender  charge for total  surrender on or after the later
     of the annuitant's 64th birthday or 4 years after the contract date.
o    Washington- no surrender  charge for total  surrender on or after the later
     of the annuitant's 70th birthday or 10 years after the contract date.

Waiver of Surrender Charge
The surrender charge does not apply to:
o    amounts applied under an annuity payment; or
o    payment of any death benefit,  however,  the surrender charge does apply to
     purchase  payments  made by the  participant's  surviving  spouse after the
     participant's date of death; or
o amounts distributed to satisfy the minimum distribution requirement of Section
401(a)9  of the  Code;  or o The Free  Surrender  Privilege,  which is an amount
surrendered during a contract year which is not to exceed
     the greater of:
     o   earnings in the contract (earnings = accumulated value less
         unsurrendered purchase payments  as of the surrender date); or
     o   10% of the purchase  payments  still subject to the  surrender  charge,
         decreased by any partial surrenders since the last anniversary; or
o    an amount  transferred  from the  Contract  to a single  premium  immediate
     annuity issued by the Company after the seventh contract year; or.
o    an  amount  transferred  from a  Contract  used to  fund an IRA to  another
     annuity contract issued by the Company to fund an IRA of the  participant's
     spouse when the distribution is made pursuant to a divorce decree; or
o    if  permitted  by state  law,  withdrawals  made  after the first  Contract
     anniversary  if the  original  owner or original  annuitant  has a critical
     need.

Waiver of the  surrender  charge is available for critical need if the following
conditions  are met if: o original  owner or original  annuitant  has a critical
need; and o the critical need did not exist before the Contract date.

For the purposes of this section, the following definitions apply:
o    critical  need -  owner's  or  annuitant's  confinement  to a  health  care
     facility,  terminal illness diagnosis or total and permanent disability. If
     the critical need is confinement to a health care facility, the confinement
     must continue for at least 60 consecutive  days after the Contract date and
     the withdrawal must occur within 90 days of the confinement's end.
o    health care facility - a licensed  hospital or inpatient  nursing  facility
     providing  daily medical  treatment  and keeping daily medical  records for
     each patient (not primarily  providing just residency or retirement  care).
     This does not  include  a  facility  primarily  providing  drug or  alcohol
     treatment,  or a facility  owned or operated by the owner,  annuitant  or a
     member of their immediate families.
o    terminal  illness -  sickness  or injury  that  results  in the  owner's or
     annuitant's life expectancy being 12 months or less from the date notice to
     receive a distribution from the Contract is received by the Company.
o    total  and  permanent  disability  - a  disability  that  occurs  after the
     contract date and that  qualifies the owner or annuitant to receive  social
     security  disability  payments.  In New York and West  Virginia,  different
     definitions  of  total  and  permanent  disability  apply.  Contact  us  at
     1-800-247-9988 for additional information.

This  waiver  of  surrender  charge  rider is not  available  in New  Jersey  or
Pennsylvania.  In New York,  the rider  only  applies if the  original  owner or
original annuitant suffers a total and permanent disability.

Administration Charge

We reserve the right to assess  each  division of the  Separate  Account  with a
daily charge at the annual rate of 0.15% of the average  daily net assets of the
division.  This charge would only be imposed  before the annuity  payment  date.
This  charge   would  be  assessed  to  help  cover   administrative   expenses.
Administrative  expenses  include  the cost of issuing the  Contract,  clerical,
recordkeeping  and  bookkeeping  services,  keeping the required  financial  and
accounting  records,  communicating  with Contract owners and making  regulatory
filings.

Special Provisions for Group or Sponsored Arrangements

Where  permitted  by  state  law,  Contracts  may be  purchased  under  group or
sponsored arrangements as well as on an individual basis.
     group  arrangement  - program  under  which a trustee,  employer or similar
     entity  purchases  Contracts  covering  a group of  individuals  on a group
     basis.  sponsored  arrangement  - program  under which an employer  permits
     group  solicitation  of  its  employees  or an  association  permits  group
     solicitation  of its members for the purchase of Contracts on an individual
     basis.

The charges and deductions  described above may be reduced for Contracts  issued
in connection with group or sponsored  arrangements.  The rules in effect at the
time the application is approved will determine if reductions apply.  Reductions
may include sales of Contracts without,  or with reduced,  mortality and expense
risks charges, annual fees or surrender charges.

Availability of the reduction and the size of the reduction (if any) is based on
factors  such as: o size of group;  o  expected  number of  participants;  and o
anticipated purchase payments from the group.

Reductions reflect the reduced sales efforts and administrative  costs resulting
from these  arrangements.  We may modify the  criteria for and the amount of the
reduction in the future.  Modifications will not unfairly  discriminate  against
any person,  including  affected  Contract owners and other contract owners with
contracts funded by the Separate Account.

FIXED ACCOUNT

You may  allocate  purchase  payments  and  transfer  amounts  from the Separate
Account  to the  Fixed  Account.  Assets in the  Fixed  Account  are held in the
General  Account  of  the  Company.   Because  of  exemptive  and   exclusionary
provisions,  interests  in the  Fixed  Account  are  not  registered  under  the
Securities  Act  of  1933  and  the  General  Account  is not  registered  as an
investment  company under the Investment  Company Act of 1940. The Fixed Account
is not  subject  to  these  Acts.  The  staff of the SEC  does  not  review  the
prospectus disclosures relating to the Fixed Account. However, these disclosures
are subject to certain generally applicable provisions of the federal securities
laws  relating  to the  accuracy  and  completeness  of  statements  made in the
prospectus.

This  prospectus  is intended  to serve as a  disclosure  document  only for the
Contract  as it relates  to the  Separate  Account.  It only  contains  selected
information regarding the Fixed Account.  More information  concerning the Fixed
Account is available from our home office or from a sales representative.

General Description

Our obligations with respect to the Fixed Account are supported by the Company's
General  Account.  The General  Account is the assets of the Company  other than
those allocated to any of the Company's Separate Accounts. Subject to applicable
law, the Company has sole discretion over the assets in the General Account.

The Company  guarantees  that purchase  payments  allocated to the Fixed Account
earn interest at a guaranteed  interest  rate.  In no event will the  guaranteed
interest rate be less than 3% compounded annually.

Each purchase payment allocated or amount transferred to the Fixed Account earns
interest  at the  guaranteed  rate  in  effect  on the  date it is  received  or
transferred.  This rate applies to each purchase  payment or amount  transferred
through the end of the contract year.

Each contract anniversary, we declare a renewal interest rate that is guaranteed
and applies to the Fixed  Account  value in  existence  at that time.  This rate
applies  until  the end of the  contract  year.  Interest  is  earned  daily and
compounded  annually  at the end of  each  contract  year.  Once  credited,  the
interest is guaranteed  and becomes part of the  accumulated  value in the Fixed
Account from which  deductions  for fees and charges may be made.  Mortality and
expense risk charge and  administration  charges are not assessed  against Fixed
Account values.

Fixed Account Value

Your  Contract's  Fixed  Account  value on any  valuation  date is the sum of: o
purchase  payments  allocated to the Fixed Account;  o plus any transfers to the
Fixed Account from the Separate  Account;  o plus interest credited to the Fixed
Account;  o  minus  any  surrenders,  surrender  charges,  or  transaction  fees
allocated to the Fixed Account; o minus any transfers to the Separate Account.

Fixed Account Transfers, Total and Partial Surrenders

Transfers and surrenders  from your  investment in the Fixed Account are subject
to certain  limitations.  In addition,  surrenders from the Fixed Account may be
subject to a charge (see THE CONTRACT - Surrender Charge).

You may  transfer  amounts  from  the  Fixed  Account  to the  Separate  Account
divisions before the annuity payment date and as provided below. Transfer occurs
within one business day of our  receiving  your  instructions.  You may transfer
amounts by making either a scheduled or unscheduled Fixed Account transfer.  You
may not make both a scheduled and unscheduled Fixed Account transfer in the same
contract year.

     Single Unscheduled Transfer
     Once per Contract  year,  within the 30 days following the Contract date or
     anniversary,  you can  transfer  an amount  not to exceed 25% of your Fixed
     Account  Value.  If your  Fixed  Account  value is less than  $1,000 or the
     renewal  interest  rate  declared  for your Fixed  Account is more than one
     percentage  point lower than the average of your total Fixed  Account value
     earnings for the  preceding  year,  then you may transfer your entire Fixed
     Account  value.  We will inform you if the renewal  interest  rate falls to
     that  level.  Minimum  transfer  amount  of $100 (or less if  entire  Fixed
     Account value).

     Scheduled  Fixed  Account  Transfer  (Dollar Cost  Averaging)  You may make
     scheduled  transfers on a periodic basis from the Fixed Account as follows:
     o You may establish  scheduled transfers by sending a written request or by
     telephone.  o Transfers  occur on a date you specify  (other than the 29th,
     30th or 31st of any month). o If the selected date is not a valuation date,
     the transfer is completed on the next valuation date. o Scheduled transfers
     are only available if the fixed account value is $5,000 or more at the time
     the
         scheduled transfers begin.
     o   Scheduled monthly transfers of an amount not to exceed 2% of your Fixed
         Account's  value at the  beginning of the Contract  year or the current
         value and will continue  until the Fixed Account value is zero or until
         you notify us to discontinue them.
     o   The minimum transfer amount is $100.
     o   If the Fixed Account value is less than $100 at the time of transfer,
         then the entire Fixed Account value will be transferred.
     o   If you stop the transfers, you may not start them again without our
         prior approval.

GENERAL PROVISIONS

The Contract

The entire  Contract is made up of: the  contract,  copies of any  applications,
amendments, riders and endorsements attached to the Contract; current data page;
copies of any supplemental  applications,  amendments,  endorsements and revised
Contract  pages or data  pages  which  are  mailed  to you.  Only our  corporate
officers can agree to change or waive any  provisions of a Contract.  Any change
or waiver must be in writing and signed by an officer of the Company.

Delay of Payments

Surrenders   are  generally  made  within  seven  days  after  we  receive  your
instruction  for a  surrender  in a form  acceptable  to us.  This period may be
shorter  where  required  by law.  However,  payment of any amount upon total or
partial  surrender,  death or the transfer to or from a division of the Separate
Account may be deferred  during any period when the right to sell Fund shares is
suspended as permitted  under  provisions of the Investment  Company Act of 1940
(as amended).

The right to sell shares may be suspended during any period when:
o    trading on the New York Stock  Exchange is  restricted as determined by the
     SEC or when the Exchange is closed for other than weekends and holidays, or
o    an emergency  exists,  as  determined  by the SEC, as a result of which:  o
     disposal by a fund of securities owned by it is not reasonably practicable;
     o it is not reasonably practicable for a fund to fairly determine the value
     of its net assets;  or o the SEC permits  suspension  for the protection of
     security holders.

If payments  are delayed and your  surrender or transfer is not canceled by your
written  instruction,  the  amount  to be  surrendered  or  transferred  will be
determined  the first  valuation  date following the expiration of the permitted
delay. The surrender or transfer will be made within seven days thereafter.

In addition,  payments on surrenders  attributable to a purchase payment made by
check may be delayed up to 15 days.  This permits payment to be collected on the
check. We may also defer payment of surrender  proceeds payable out of the Fixed
Account for a period of up to six months.

Misstatement of Age or Gender

If the age or, where applicable,  gender of the annuitant has been misstated, we
adjust the income  payable  under your Contract to reflect the amount that would
have been  payable at the  correct age and  gender.  If we make any  overpayment
because  of  incorrect  information  about  age  or  gender,  or  any  error  or
miscalculation, we deduct the overpayment from the next payment or payments due.
Underpayments are added to the next payment.

Assignment

You may assign  ownership of your  non-qualified  Contract.  Each  assignment is
subject  to any  payments  made or  action  taken  by the  Company  prior to our
notification of the assignment.  We assume no responsibility for the validity of
any  assignment.  An  assignment  or pledge of a Contract  may have  adverse tax
consequences.

An assignment must be made in writing and filed with us at our home office.  The
irrevocable beneficiary(ies),  if any, must authorize any assignment in writing.
Your rights,  as well as those of the annuitant and beneficiary,  are subject to
any  assignment  on file with us. Any amount paid to an assignee is treated as a
partial surrender and is paid in a single lump sum.

Change of Owner

You may change your non-qualified  contract  ownership  designation at any time.
Your request must be in writing and approved by us. After  approval,  the change
is effective  as of the date you signed the request for change.  If ownership is
changed,  then the waiver of the sales  charge for  withdrawals  made because of
critical need of the owner,  is not  available.  We reserve the right to require
that you send us the Contract so that we can record the change.

Beneficiary

Before the annuity  payment date and while the annuitant is alive,  you have the
right  to  name  or  change  a  beneficiary.  This  may be  done  as part of the
application process or by sending us a written request. Under certain retirement
programs,  however,  spousal  consent  may be  required  to  name  or  change  a
beneficiary.  Unless you have named an irrevocable  beneficiary,  you may change
your beneficiary  designation by sending us a written request.  If a beneficiary
has not been named at the time of the annuitant's  death,  then the benefit will
be paid to the owner, if living,  otherwise,  to the annuitant's  estate. If the
beneficiary dies during the annuity payment period,  and no other beneficiary is
alive, then any remaining benefits will be paid to the beneficiary's estate.

Contract Termination

We reserve the right to  terminate  the  Contract  and make a single sum payment
(without  imposing any charges) to you if your  accumulated  value at the end of
the accumulation period is less than $2,000.  Before the Contract is terminated,
we will send you a notice to increase the accumulated  value to $2,000 within 60
days.

Reinstatement

If you have replaced this Annuity Contract with an annuity contract from another
company and want to reinstate this Contract,  then the following  applies;  o we
reinstate the Contract  effective on the original surrender date, o we apply the
amount  received from the other  company and the amount of the surrender  charge
you paid when you
     surrendered the Contract,
o these amounts are priced on the valuation day the money from the other company
is received by us, o commissions are not paid on the reinstatement  amounts, and
o new data pages are sent to your address of record.

If you  purchase  this  Contract as a  replacement  for another  company's  life
insurance policy or annuity contract,  different free-look periods may apply. We
reserve  the right to keep the  initial  purchase  payment  in the Money  Market
division  longer  than 20 days  to  correspond  to the  free-look  periods  of a
particular state's replacement requirements.

Reports

We will mail to you a statement, along with any reports  required b3y state law,
of your  current  accumulated  value at least once per year prior to the annuity
payment date.  After the annuity payment date, any reports will be mailed to the
person receiving the benefit option payments.

Quarterly  statements  reflect  purchases and  surrenders  occurring  during the
quarter as well as the balance of units owned and account values.

RIGHTS RESERVED BY THE COMPANY

We reserve  the right to make  certain  changes if, in our  judgment,  they best
serve the interests of you and the annuitant or are  appropriate in carrying out
the purpose of the Contract.  Any changes will be made only to the extent and in
the manner  permitted by applicable  laws.  Also,  when required by law, we will
obtain your approval of the changes and approval from any appropriate regulatory
authority.  Approvals may not be required in all cases.  Examples of the changes
the  Company  may make  include:  o transfer  assets in any  division to another
division or to the Fixed Account;  o add, combine or eliminate  divisions in the
Separate  Account;  o substitute the shares of an Account for the Account shares
in any division;
         o    if shares of an Account are no longer available for investment; or
         o    if in our judgment, investment in an Account becomes inappropriate
              considering the purposes of the Separate Account.

DISTRIBUTION OF THE CONTRACT

The  individuals  who sell the  Contract are  authorized  to sell life and other
forms of personal insurance and variable annuities. These people will usually be
representatives of Princor Financial Services  Corporation,  Principal Financial
Group, Des Moines, Iowa 50392-0200 which is a broker-dealer registered under the
Securities  Exchange  Act of 1934 and a member of the  National  Association  of
Securities Dealers, Inc. As the principal  underwriter,  Princor is paid 6.5% of
purchase  payments by the  Company for the  distribution  of the  Contract.  The
contract may also be sold through other selected broker-dealers registered under
the  Securities  and  Exchange  Act of 1933 or firms that are  exempt  from such
registration.  Princor is also the principal  underwriter for various registered
investment  companies  organized  by the  Company.  Princor is a  subsidiary  of
Principal Financial Services, Inc.

PERFORMANCE CALCULATION

The  Separate  Account  may  publish   advertisements   containing   information
(including graphs,  charts, tables and examples) about the performance of one or
more of its  divisions.  The  Contract  was not offered  prior to June 16, 1994.
However,  shares of Accounts in which the Aggressive  Growth,  Asset Allocation,
Balanced,  Bond, Capital Value,  Government Securities,  Growth,  International,
MidCap,  and Money Market  divisions of the Separate Account invest were offered
prior to that date. The Separate Account may publish  advertisements  containing
information  about the hypothetical  performance of one or more of its divisions
for this  Contract as if the  Contract  had been issued on or after the date the
Account  in which the  division  invests  was first  offered.  The  hypothetical
performance  from the date of the inception of the Account in which the division
invests is  calculated  by reducing  the actual  performance  of the  underlying
Account by the fees and charges of this Contract as if it had been in existence.

The International  SmallCap,  MicroCap,  MidCap Growth,  Real Estate,  SmallCap,
Small Cap Growth, SmallCap Value and Utilities divisions of the Separate Account
were not offered until May 1, 1998. The Stock Index 500 division was not offered
until May 1, 1999. Performance data for these divisions are calculated utilizing
standardized  performance formulas and show performance since the inception date
of the division.

The yield and total return  figures  described  below vary depending upon market
conditions,  composition  of the underlying  Account's  portfolios and operating
expenses.  These  factors  and  possible  differences  in the  methods  used  in
calculating  yield and total return  should be  considered  when  comparing  the
Separate Account  performance figures to performance figures published for other
investment  vehicles.  The Separate  Account may also quote rankings,  yields or
returns as published  by  independent  statistical  services or  publishers  and
information  regarding  performance of certain market  indices.  Any performance
data quoted for the Separate Account represents only historical  performance and
is not intended to indicate future  performance.  For further information on how
the Separate Account calculates yield and total return figures, see the SAI.

From time to time the Separate  Account  advertises its Money Market  division's
"yield" and "effective yield" for these Contracts.  Both yield figures are based
on historical earnings and are not intended to indicate future performance.  The
"yield" of the division  refers to the income  generated by an investment in the
division over a 7-day period (which period is 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" is slightly
higher  than the  "yield"  because  of the  compounding  effect  of the  assumed
reinvestment.

In addition, the Separate Account advertises the "yield" for other divisions for
the Contract.  The "yield" of a division is determined  by  annualizing  the net
investment income per unit for a specific, historical 30-day period and dividing
the result by the ending maximum offering price of the unit for the same period.

The Separate  Account  also  advertises  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.

VOTING RIGHTS

The Company votes Account shares of the Principal  Variable Contracts Fund, Inc.
held in the Separate  Account at meetings of shareholders of those Accounts.  It
follows your voting  instructions if you have an investment in the corresponding
division of the Separate Account.

The number of Account  shares in which you have a voting  interest is determined
by your  investments in an Account as of a "record date." The record date is set
by the Company within the requirements of the laws of the state which govern the
various  Accounts.  The record date for the Accounts of the  Principal  Variable
Contracts  Fund,  Inc.  will be not more than 90 days  before the meeting of the
shareholders  of those  Accounts.  Your voting  instructions  are  solicited  by
written  communication  at least ten days  prior to the  meeting.  The number of
Account shares held in Separate  Account B attributable to your interest in each
division is  determined  by dividing the value of your interest in that division
by the net asset value of one share of the  underlying  Account.  Account shares
for which  owners are entitled to give voting  instructions,  but for which none
are  received,  and shares of the Account  owned by the Company are voted in the
same  proportion  as the total  shares for which voting  instructions  have been
received.

Proxy  materials are provided to you along with an appropriate  form that may be
used to give voting instructions to the Company.

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

FEDERAL TAX MATTERS

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

Non-Qualified Contracts

Section 72 of the Code governs the income taxation of annuities in general.
o    Purchase payments made under non-qualified  Contracts are not excludable or
     deductible from your gross income or any other person's gross income.
o    An increase in the accumulated value of a non-qualified  Contract resulting
     from  the  investment  performance  of the  Separate  Account  or  interest
     credited to the Fixed  Account is generally  not taxable  until paid out as
     surrender proceeds, death benefit proceeds, or otherwise.
o Generally,  owners who are not natural  persons are  immediately  taxed on any
increase in the accumulated value.

The  following  discussion  applies  generally  to  Contracts  owned by  natural
persons.
o    Surrenders or partial surrenders are taxed as ordinary income to the extent
     of the accumulated income or gain under the Contract.
o    The value of the Contract  pledged or assigned is taxed as ordinary  income
     to the same extent as a partial withdrawal.
o    Annuity payments:
     o   The investment in the Contract is generally the total of the purchase
         payments made.
     o   The portion of the annuity payment that represents the amount by which
         the accumulated value exceeds the investment in the Contract is taxed
         as ordinary income. The remainder of each annuity payment is not taxed.
     o   After the  investment in the Contract is paid out, the full amount of
         any annuity payment is taxable.

For  purposes  of  determining  the  amount of  taxable  income  resulting  from
distributions,  all Contracts and other  annuity  contracts  issued by us or our
affiliates  to the same owner  within the same  calendar  year are treated as if
they are a single contract.

A transfer of ownership of a Contract,  or  designation of an annuitant or other
payee who is not also the  owner,  may  result  in a certain  income or gift tax
consequences to the owner. If you are  contemplating  any transfer or assignment
of a Contract,  you should  contact a competent  tax advisor with respect to the
potential tax effects of such transactions.

Required Distributions for Non-Qualified Contracts

In order for a non-qualified  Contract to be treated as an annuity  contract for
federal  income tax  purposes,  the Code  requires:  o If the  person  receiving
payments  dies on or after the  annuity  payment  date but prior to the time the
entire
     interest in the Contract has been distributed, the remaining portion of the
     interest  is  distributed  at  least as  rapidly  as under  the  method  of
     distribution being used as of the date of that person's death.
o    If you die prior to the annuity  payment date,  the entire  interest in the
     Contract  will be  distributed:  o within five years after the date of your
     death,  or o as annuity  payments which begin within one year of your death
     and which are made over the life of your
         designated  beneficiary or over a period not extending  beyond the life
expectancy of that  beneficiary.  o If you take a distribution from the Contract
before you are 59 1/2, you may incur an income tax penalty.

If your  designated  beneficiary is your surviving  spouse,  the Contract may be
continued  with your spouse deemed to be the new owner for purposes of the Code.
Where the owner or other person receiving  payments is not a natural person, the
required  distributions  provided  for in the Code  apply  upon the death of the
primary annuitant.

Generally,  unless the beneficiary elects otherwise,  the above requirements are
satisfied  prior to the annuity  payment  date by paying the death  benefit in a
single sum, subject to proof of your death. The beneficiary may elect by written
request  to receive an annuity  payment  option  instead of a lump sum  payment.
However,  if the  election is not made within 60 days of the date the single sum
death benefit otherwise becomes payable,  the IRS may disregard the election for
tax purposes and tax the beneficiary as if a single sum payment had been made.

IRA, SEP, and SIMPLE-IRA

The Contract may be used to fund IRAs, SEPs, and SIMPLE-IRAs.

The tax rules  applicable to owners,  annuitants and other payees vary according
to the type of plan and the terms and conditions of the plan itself. In general,
purchase payments made under a retirement  program recognized under the Code are
excluded  from the  participant's  gross  income for tax  purposes  prior to the
annuity payment date. The portion,  if any, of any purchase payment made that is
not  excluded  from their  gross  income is their  investment  in the  Contract.
Aggregate  deferrals under all plans at the employee's  option may be subject to
limitations.

The tax  implications of these plans are further  discussed in the SAI under the
heading Taxation Under Certain Retirement Plans. Check with your tax advisor for
the rules which apply to your specific situation.

With respect to IRAs, IRA rollovers and SIMPLE-IRAs there is a 10% penalty under
the Code on the taxable  portion of a "premature  distribution."  Generally,  an
amount is a "premature distribution" unless the distribution is:
o    made on or after  you reach age 59 1/2,
o    made to a  beneficiary  on or after your death,
o    made upon your disability,
o    part of a series of substantially equal periodic payments for the life or
     life expectancy of you or you and the beneficiary,
o    made to pay medical expenses,
o    for certain unemployment expenses,
o    for first home purchases (up to $10,000), or
o    for higher education expenses.

Rollover IRAs. If you receive a lump-sum  distribution  from a pension or profit
sharing plan,  you may maintain the tax deferred  status of the money by rolling
it into a  "Rollover  Individual  Retirement  Annuity."  You  have 60 days  from
receipt of the money to complete this transaction. If you choose not to reinvest
or go beyond the 60 day limit and are under age 59 1/2, you will incur a 10% IRS
penalty as well as income tax expenses.

Withholding

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

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

YEAR 2000 READINESS DISCLOSURE

Starting in early 1995, as a corporate effort,  the Company  recognized the Year
2000  could  have a  significant  impact  on our  operations.  With  the  strong
commitment  from the  Board of  Directors,  Chief  Executive  Officer  and Chief
Information Officer, we initiated a comprehensive plan to ensure our systems and
facilities would function correctly regardless of the date on the calendar.

Assessments of our computer systems were completed in 1996. We identified 35,000
programs  comprising  40 million  lines of  mainframe  code,  1,300 PC  software
packages,  and 400,000+  end-user PC applications  that could be affected by the
Year 2000.

Our  analysis  didn't stop  there.  We  requested  Year 2000  compliance  status
information  from hardware and software vendors of over 1,000 PC systems and 450
mainframe systems. New purchase agreements,  along with renewal agreements, have
included a "Year 2000" warranty clause since 1997.

In 1997, we contacted  critical service and product  suppliers such as banks and
utility  companies  regarding their Year 2000  readiness.  To further assess the
stability of our external supply chain, we conducted another survey in 1998, and
a third evaluation of our most critical suppliers will take place in 1999.

As of December 31, 1998, 100 percent of our identified  mission  critical system
renovations were completed,  tested and in production. We expect to complete the
remaining  identified  changes by June 30,  1999 (when we  receive  and  install
updated software releases from our outside vendors).

Full-scale  testing  of our  systems  began in  March  1998  using an  in-house,
isolated  testing  facility.  We include  "system date  manipulation"  and "file
aging" processes to verify a wide variety of dates before, on, and after January
1, 2000, including February 29, 2000 (leap day).

Our  objective  is to  complete  full-scale  testing of all  identified  mission
critical systems in second quarter 1999, with significant attentions to year-end
and leap-year processing.  Verification will continue through 1999, and into the
early part of 2000, to ensure no new date related  problems are introduced  into
previously tested or newly developed systems.

We believe our thorough  systems  testing process should  eliminate  significant
date related problems that could affect our systems.  We will have staff on site
during  critical  times to ensure a timely and accurate  response to  unforeseen
issues which may arise.


Contingency plan development  began July 1998. The methodology was documented in
November 1998.  Initial plans were  completed as of March 31, 1999.  These plans
are being  developed to address  external  systems and  non-systems  events that
could affect our operations.  Many of those scenarios are beyond our control, so
we are identifying  possible  options,  which will minimize their impact. We are
also  communicating  with other entities  involved to encourage  their Year 2000
preparedness. We will re-evaluate our contingency plans throughout the Year 2000
experience.


The cost  associated  with  completing  our Year 2000 readiness for the business
unit of the Company  which  issues the  Contract is  estimated to be $1.3 - $1.6
million.

Additional   corporate  Y2K   information   can  be  found  on  our  website  at
www.principal.com/general/faqy2k.htm.

MUTUAL FUND DIVERSIFICATION

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

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

STATE REGULATION

The  Company  is subject  to the laws of the State of Iowa  governing  insurance
companies and to regulation by the Insurance Department of the State of Iowa. An
annual  statement  in a  prescribed  form  must be filed by March 1 in each year
covering our operations  for the preceding  year and our financial  condition on
December 31 of the prior year.  Our books and assets are subject to  examination
by the Commissioner of Insurance of the State of Iowa or her  representatives at
all times. A full examination of our 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,  we are subject to the  insurance  laws and  regulations  of other
states and  jurisdictions  where we are  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 our
right 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 SAI (Part B of the
Registration  Statement)  and Part C of the  Registration  Statement  which  the
Company has filed with the SEC. The SAI is hereby incorporated by reference into
this  Prospectus.  You  may  request  a free  copy  of the  SAI  by  writing  or
telephoning  Princor.  You  may  obtain  a copy  of  Part C of the  Registration
Statement from the SEC, Washington, D.C. by paying the prescribed fees.

OTHER VARIABLE ANNUITY CONTRACTS

The Company  currently offers other variable annuity  contracts that participate
in  Separate  Account B. In the future,  we may  designate  additional  group or
individual variable annuity contracts as participating in Separate Account B.

INDEPENDENT AUDITORS

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

FINANCIAL STATEMENTS

The financial  statements of Principal Life Insurance Company which are included
in the SAI should be  considered  only as they relate to our ability to meet our
obligations under the Contract.  They do not relate to investment performance of
the assets held in the Separate Account.

CUSTOMER INQUIRIES

Your  questions  should be directed to:  Principal  Flexible  Variable  Annuity,
Principal  Financial Group, P.O. Box 9382, Des Moines,  Iowa 50306-9382,  1-800-
247-9988.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Independent Auditors   .............................................       4
Calculation of Yield and Total Return   ............................       4

Taxation Under Certain Retirement Plans.............................       5

Principal Life Insurance Company Separate Account B

     Report of Independent Auditors ................................       9

     Financial Statements...........................................      10

Principal Life Insurance Company

     Report of Independent Auditors ................................      33

     Financial Statements...........................................      34

To obtain a free copy of the SAI write or telephone:

                       Principal Flexible Variable Annuity
                          The Principal Financial Group
                                  P.O. Box 9382
                           Des Moines, Iowa 50306-9382
                            Telephone: 1-800-247-9988
<PAGE>
                                     PART B

              PRINCIPAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B

                   FLEXIBLE VARIABLE ANNUITY ("FVA") CONTRACT





                      Statement of Additional Information


                               dated _________________


This Statement of Additional  Information  provides  information about Principal
Life  Insurance  Company  Separate  Account B  Flexible  Variable  Annuity  (the
"Contract") in addition to the  information  that is contained in the Contract's
Prospectus, dated __________________.


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:



                              Variable  Annuity
                              The Principal Financial Group
                              P.O. Box 9382
                              Des Moines Iowa  50306-9382
                              Telephone: 1800247-9988


                                TABLE OF CONTENTS


Independent Auditors......................................................  4

Calculation of Yield and Total Return.....................................  4

Taxation Under Certain Retirement Plans...................................  5

Principal Life Insurance Company Separate Account B

    Report of Independent Auditors........................................  9

    Financial Statements.................................................. 10

Principal Life Insurance Company

    Report of Independent Auditors........................................ 33

    Financial Statements.................................................. 34


INDEPENDENT AUDITORS

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

CALCULATION OF YIELD AND TOTAL RETURN

The  Separate  Account  may  publish   advertisements   containing   information
(including graphs,  charts, tables and examples) about the performance of one or
more of its Divisions.

The Contract  was not offered  prior to June 16, 1994.  However,  the  Divisions
invest in Accounts of the Principal Variable Contracts Fund, Inc. These Accounts
correspond to open-end  investment  companies  (mutual  funds) which,  effective
January1,  1998, were  reorganized  into the Accounts of the Principal  Variable
Contracts Fund, Inc. as follows:

        Old Mutual Fund Name                   New Corresponding Account Name
        --------------------                   ------------------------------
    Principal Aggressive Growth Fund, Inc.      Aggressive Growth Account
    Principal Asset Allocation Fund, Inc.       Asset Allocation Account
    Principal Balanced Fund, Inc.               Balanced Account
    Principal Bond Fund, Inc.                   Bond Account
    Principal Capital Accumulation Fund, Inc.   Capital Value Account
    Principal Emerging Growth Fund, Inc.        MidCap Account
    Principal Government Securities Fund, Inc.  Government Securities Account
    Principal Growth Fund, Inc.                 Growth Account
    Principal Money Market Fund, Inc.           Money Market Account
    Principal World Fund, Inc.                  International Account

The  Accounts  (under their  former  names) were  offered  prior to the date the
Contract was available.  Thus, the Separate  Account may publish  advertisements
containing information about the hypothetical  performance of one or more of its
Divisions  for this  Contract had the contract  been issued on or after the date
the Account in which such Division  invests was first offered.  The hypothetical
performance  from the date of  inception  of the  Account in which the  Division
invests is derived by reducing the actual  performance of the underlying Account
by the fees and  charges of the  Contract  as if it had been in  existence.  The
yield and total return figures  described  below will vary depending upon market
conditions,  the composition of the underlying Accounts portfolios and operating
expenses.  These  factors  and  possible  differences  in the  methods  used  in
calculating  yield and total return  should be  considered  when  comparing  the
Separate Account  performance figures to performance figures published for other
investment  vehicles.  The Separate  Account may also quote rankings,  yields or
returns as published  by  independent  statistical  services or  publishers  and
information  regarding  performance of certain market  indices.  Any performance
data quoted for the Separate Account represents only historical  performance and
is not intended to indicate future performance.

From time to time the Account advertises its Money Market Division's "yield" and
"effective  yield"  for  these  Contracts.  Both  yield  figures  are  based  on
historical  earnings and are not intended to indicate  future  performance.  The
"yield" of the Division  refers to the income  generated by an investment  under
the contract in the Division over a sevenday 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 52week period and is shown as a percentage  of the  investment.
The "effective yield" is calculated  similarly but, when annualized,  the income
earned by an  investment  in the  division  is  assumed  to be  reinvested.  The
"effective  yield"  will be  slightly  higher  than the  "yield"  because of the
compounding  effect  of  this  assumed  reinvestment.  Neither  yield  quotation
reflects a sales load deducted from purchase payments which, if included,  would
reduce the "yield" and "effective yield."

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

Also, from time to time, the Separate  Account will advertise the average annual
total return of its various  Divisions.  The average annual total return for any
of the Divisions is computed by calculating  the average annual  compounded rate
of return over the stated period that would equate an initial $1,000  investment
to the ending redeemable contract value. In this calculation the ending value is
reduced by a contingent  deferred sales charge that decreases from 6% to 0% over
a period of 7 years.  The  Separate  Account  may also  advertise  total  return
figures for 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 "Charges and  Deductions"  in the Prospectus for a discussion of
contingent deferred sales charges.

Following  are the  hypothetical  average  annual  total  returns for the period
ending  December  31, 1998  assuming  the  contract  had been  offered as of the
effective dates of the underlying Accounts in which the Divisions invest:

<TABLE>
<CAPTION>
                 With Contingent Deferred             Without Contingent
                     Sales Charge                    Deferred Sales Charge
                 ------------------------            ---------------------
           Division             One Year        Five Year       Ten Year        One Year        Five Year       Ten Year
- ------------------------------------------------------------------------------------------------------------------------
<S>                            <C>               <C>             <C>            <C>               <C>             <C>
Aggressive Growth Division      11.38            24.67*           N/A            17.38            24.97*           N/A
Asset Allocation Division        1.79            11.33*           N/A             7.79            11.77*           N/A
Balanced Division                4.50            10.88           10.87           10.50            11.27           10.87
Bond Division                    0.32             5.78            8.04            6.32             6.25            8.04
Capital Value Division           6.14            17.18           13.65           12.14            17.50           13.65
Government Securities Division   0.90             5.13            7.93            6.90             5.62            7.93
Growth Division                 13.82            17.61**          N/A            19.82            17.97**          N/A
International Division           2.59            10.21**          N/A             2.59            10.21**          N/A
International SmallCap         (17.14)***         N/A             N/A           (11.14)***         N/A             N/A
MicroCap Division              (25.12)***         N/A             N/A           (19.12)***         N/A             N/A
MidCap Division                 (3.63)           13.06           14.72            2.37            13.43           14.72
MidCap Growth Division         (10.43)***         N/A             N/A            (4.43)***         N/A             N/A
Money Market Division           (2.11)            3.10            4.02            3.89             3.62            4.02
Real Estate Division           (13.36)***         N/A             N/A            (7.36)***         N/A             N/A
SmallCap Division              (27.20)***         N/A             N/A           (21.20)***         N/A             N/A
SmallCap Growth Division        (3.93)***         N/A             N/A            (2.07)***         N/A             N/A
SmallCap Value Division        (21.80)***         N/A             N/A           (15.80)***         N/A             N/A
Utilities Division               8.38***          N/A             N/A            14.38***          N/A             N/A

<FN>
        *       Partial period beginning June 1, 1994.
        **      Partial period beginning May 2, 1994.
        ***     Partial period beginning May 1, 1998.
</FN>
</TABLE>

TAXATION UNDER CERTAIN RETIREMENT PLANS

INDIVIDUAL RETIREMENT ANNUITIES

Purchase Payments.  Individuals may make contributions for individual retirement
annuity ("IRA") Contracts.  Deductible contributions for any year may be made up
to the lesser of $2,000 or 100% of compensation  for individuals who (1) are not
active  participants  in another  retirement  plan,  (2) are  unmarried and have
adjusted  gross income of $40,000 or less,  or (3) are married and have adjusted
gross income of $60,000 or less.  Such  individuals  may  establish an IRA for a
spouse who makes no contribution to an IRA for the tax year. The annual purchase
payments for both spouses'  Contracts cannot exceed the lesser of $4,000 or 100%
of  the  working  spouse's  earned  income,  and  no  more  than  $2,000  may be
contributed  to either  spouse's  IRA for any year.  Individuals  who are active
participants  in other  retirement  plans and whose  adjusted gross income (with
certain special  adjustments)  exceeds the cut-off point ($40,000 for unmarried,
$60,000 for married persons filing jointly,  and $0 for married persons filing a
separate  return) by less than  $10,000  are  entitled  to make  deductible  IRA
contributions  in  proportionately  reduced  amounts.  For  example,  a  married
individual who is an active  participant in another  retirement plan and files a
separate tax return is entitled to a partial IRA  deduction if the  individual's
adjusted  gross income is less than $10,000,  and no IRA deduction if his or her
adjusted  gross income is equal to or greater than  $10,000.  Individuals  whose
spouse is an active  participant  in other  retirement  plans and whose combined
adjusted  gross income exceeds the cutoff point of $150,000 by less than $10,000
are entitled to make deductible IRA  contributions  in  proportionately  reduced
amounts.

An individual may make  non-deductible  IRA  contributions  to the extent of the
excess of (1) the lesser of $2,000 ($4,000 in the case of a spousal IRA) or 100%
of compensation over (2) the IRA deductible  contributions  made with respect to
the individual.

An individual may not make any  contribution  to his/her own IRA for the year in
which he/she reaches age 70 or for any year thereafter.

Taxation  of  Distributions.  Distributions  from  IRA  Contracts  are  taxed as
ordinary income to the recipient,  although special rules exist for the tax-free
return of  non-deductible  contributions.  In  addition,  taxable  distributions
received  under an IRA Contract prior to age 59 are subject to a 10% penalty tax
in addition to regular income tax. Certain  distributions are exempted from this
penalty tax, including  distributions  following the owner's death or disability
if the distribution is paid as part of a series of substantially  equal periodic
payments made for the life (or life  expectancy) of the Owner or the joint lives
(or joint life  expectancies) of Owner and the Owner's  designated  Beneficiary;
distributions to pay medical expenses;  distributions  for certain  unemployment
expenses;   distributions   for  first  home   purchases  (up  to  $10,000)  and
distributions for higher education expenses.

Required  Distributions.   Generally,  distributions  from  IRA  Contracts  must
commence not later than April 1 of the calendar year following the calendar year
in which the employee attains age 70, and such distributions must be made over a
period that does not exceed the life expectancy of the employee (or the employee
and  Beneficiary).  A penalty tax of 50% would be imposed on any amount by which
the minimum  required  distribution  in any year  exceeded  the amount  actually
distributed  in that year.  In  addition,  in the event that the  employee  dies
before his or her entire  interest in the  Contract  has been  distributed,  the
employee's  entire interest must be distributed in accordance with rules similar
to those  applicable  upon  the  death  of the  Contract  Owner in the case of a
non-qualified contract, as described in the Prospectus.

Tax-Free  Rollovers.  The  Code  permits  the  taxable  portion  of  funds to be
transferred  in  a  tax-free   rollover  from  a  qualified   employer  pension,
profit-sharing,  annuity,  bond purchase or tax-deferred  annuity plan to an IRA
Contract  if  certain  conditions  are met,  and if the  rollover  of  assets is
completed  within 60 days  after the  distribution  from the  qualified  plan is
received.  A direct  rollover of funds may avoid a 20%  federal tax  withholding
generally   applicable  to  qualified   plans  or   tax-deferred   annuity  plan
distributions.  In addition,  not more frequently than once every twelve months,
amounts may be rolled  over  tax-free  from one IRA to  another,  subject to the
60-day  limitation  and other  requirements.  The  once-per-year  limitation  on
rollovers does not apply to direct  transfers of funds between IRA custodians or
trustees.

SIMPLIFIED  EMPLOYEE  PENSION  PLANS AND SALARY  REDUCTION  SIMPLIFIED  EMPLOYEE
PENSION PLANS

Purchase Payments.  Under Section 408(k) of the Code,  employers may establish a
type of IRA plan  referred  to as a  simplified  employee  pension  plan  (SEP).
Employer  contributions  to a SEP cannot  exceed the lesser of $24,000 or 15% or
the  employee's  earned  income.  Employees of certain small  employers may have
contributions  made to the salary  reduction  simplified  employee  pension plan
("SAR/SEP") on their behalf on a salary reduction basis.  These salary reduction
contributions  may not exceed  $10,000 in 1999,  which is indexed for inflation.
Employees of tax-exempt  organizations  and state and local government  agencies
are not eligible for SAR/SEPs.

Taxation  of  Distributions.  Generally,  distribution  payments  from  SEPs and
SAR/SEPs are subject to the same distribution rules described above for IRAs.

Required  Distributions.  SEPs and  SAR/SEPs  are  subject  to the same  minimum
required distribution rules described above for IRAs.

Tax-Free Rollovers. Generally, rollovers and direct transfers may be made to and
from SEPs and SAR/SEPs in the same manner as described  above for IRAs,  subject
to the same conditions and limitations.

SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE IRA)

Purchase Payments.  Under Section 408(p) of the Code,  employers may establish a
type of IRA plan known as a Simple IRA. Employees may have contributions made to
the SIMPLE IRA on a salary reduction basis. These salary reduction contributions
may not exceed  $6,000 in 1999,  which is indexed for  inflation.  Total  salary
reduction  contributions  are limited to $10,000 per year for any  employee  who
makes  salary  reduction  contributions  to more  than one plan.  Employers  are
required to contribute to the SIMPLE IRA, which contributions may not exceed the
lesser of:  (1) The amount of salary  deferred  by the  employee,  (2) 3% of the
employees compensation, or (3) $6,000, if the employer contributes on a matching
basis; or the lesser of: (1) 2% of the employees compensation, or (2) $3,200, if
the  employer  makes  non-elective  contributions.  An  employer  may  not  make
contributions  to both a SIMPLE  IRA and  another  retirement  plan for the same
calendar year.

Taxation of Distributions. Generally, distribution payments from SIMPLE IRAs are
subject to the same  distribution  rules described  above for IRAs,  except that
distributions  made  within  two  years  of  the  date  of  an  employees  first
participation  in a SIMPLE IRA of an  employer  are subject to a 25% penalty tax
instead of the 10% penalty tax discussed previously.

Required  Distributions.  SIMPLE IRAs are subject to the same  minimum  required
distribution rules described above for IRAs.

Tax-Free  Rollovers.  Direct transfers may be made among SIMPLE IRAs in the same
manner  as  described  above  for  IRAs,  subject  to the  same  conditions  and
limitations.  Rollovers  from  SIMPLE  IRAs are  permitted  after two years have
elapsed from the date of an employees first participation in a SIMPLE IRA of the
employer. Rollovers to SIMPLE IRAs from other plans are not permitted.

ROTH INDIVIDUAL RETIREMENT ANNUITIES (ROTH IRA)

Purchase  Payments.  Under  Section  408A  of the  Code,  Individuals  may  make
nondeductible   contributions   to  Roth  IRA  contracts  up  to  $2,000.   This
contribution  amount must be reduced by the amount of any contributions  made to
other  IRAs  for  the  benefit  of  the  Roth  IRA  owner.  The  maximum  $2,000
contribution  is phased out for single  taxpayers  with  adjusted  gross  income
between  $95,000 and $110,000 and for joint  filers with  adjusted  gross income
between  $150,000 and $160,000.  If taxable  income is recognized on the regular
IRA, an IRA owner with adjusted gross income of less than $100,000 may convert a
regular  IRA into a Roth IRA.  If the  conversion  is made in 1999,  IRA  income
recognized may be spread over four years. Otherwise, all IRA income will need to
be  recognized in the year of  conversion.  No IRS 10% tax penalty will apply to
the conversion.

Taxation of Distribution. Qualified distributions are received incometax free by
the Roth IRA owner,  or  beneficiary  in case of the Roth IRA owner's  death.  A
qualified  distribution  is any  distribution  made  after five years if the IRA
owner is over age 59, dies,  becomes  disabled,  or uses the funds for firsttime
home  buyer  expenses  at the time of  distribution.  The five year  period  for
converted amounts begins from the year of the conversion.




            *****FINANCIAL STATEMENTS TO BE FILED BY AMENDMENT*****




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