PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
485APOS, 2000-02-28
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                                                      Registration No. 33-74232


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM N-4


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      Pre-Effective Amendment No. _____ _____

                     Post-Effective Amendment No. _14__ __X__


                                     and/or


         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                             Amendment No. ___ _____

                        (Check appropriate box or boxes)

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


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

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


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


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


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

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

        _____  on (date) pursuant to paragraph (b) of Rule 485

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

        __X__  on May 1, 2000 pursuant to paragraph (a)(1) of Rule 485

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

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

               If appropriate, check the following box:

        _____  This post-effective amendment designates a new effective date for
               a previously filed post-effective amendment.
<PAGE>
           PRINCIPAL  LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
                   FLEXIBLE VARIABLE ANNUITY ("FVA") CONTRACT

                       Registration Statement on Form N-4
                              Cross Reference Sheet

Form N-4 Item                                      Caption in Prospectus

Part A

  1.   Cover Page                                Principal  Life
                                                 Insurance Company Separate
                                                 Account B Flexible Variable
                                                 Annuity ("FVA") Contract

  2.   Definitions                               Glossary

  3.   Synopsis                                  Summary of Expense Information

  4.   Condensed Financial                       Condensed Financial Information
       Information                               Independent Auditors,
                                                 Financial Statements

  5.   General Description of                    Summary, The Company,
       Registrant                                The Separate Account, Voting
                                                 Rights, The Underlying Mutual
                                                 Funds

  6.   Deductions                                Summary, Charges and
                                                 Deductions, Annual Fee,
                                                 Mortality and Expense Risks
                                                 Charge, Transaction Fee,
                                                 Premium Taxes, Surrender
                                                 Charge, Administrative Charge
                                                 Distribution of the Contract

  7.   General Description of                    Summary, The Contract,
       Variable Annuity Contract                 To Buy a Contract, Purchase
                                                 Payments, Right to Examine the
                                                 Contract, Exchange Credit,
                                                 Prior  to  the Retirement Date,
                                                 Performance  Calculation,  The
                                                 Accumulation Period, The  Value
                                                 of Your Contract, Separate
                                                 Account Division,  Unscheduled
                                                 Transfers, Scheduled Transfers,
                                                 Automatic Portfolio
                                                 Rebalancing,  Surrenders, Total
                                                 Surrender,  Unscheduled
                                                 Partial  Surrender,  Scheduled
                                                 Partial Surrender, Death
                                                 Benefit Payment of Death
                                                 Benefit,  The Annuity  payment
                                                 Period,  Annuity Payment Date,
                                                 Annuity Payment Options,
                                                 Transfers,  The Separate
                                                 Account,  General  Provisions,
                                                 Rights Reserved by the Company,
                                                 Customer Inquiries

  8.   Annuity Period                            Annuity Payment Period,
                                                 Annuity Payment Date, Annuity
                                                 Payment Options

  9.   Death Benefit                             Death Benefit, Payment of Death
                                                 Benefit, Federal Tax Matters,
                                                 Non-Qualified Contracts,
                                                 Required Distributions for Non-
                                                 Qualified Contracts, IRA, SEP
                                                 and SIMPLE-IRA, Rollover IRAs

 10.   Purchase and Contract Value               Summary, The Contract,
                                                 To Buy a Contract, Purchase
                                                 Payments, Right to Examine the
                                                 Contract, Replacement
                                                 Contracts, The Accumulation
                                                 Period, The Value of Your
                                                 Contract, Purchase Payments,
                                                 Separate Account Division
                                                 Transfers, Delay of Payments,
                                                 Distribution of the
                                                 Contract

 11.   Redemptions                               Summary, Annuity Payment
                                                 Options, Surrenders,
                                                 Delay of Payments

 12.   Taxes                                     Summary, Annuity Payment
                                                 Options, Federal Tax Matters,
                                                 Non-Qualified Contracts,
                                                 Required Distributions for
                                                 Non-Qualified Contracts, IRA,
                                                 SEP, SAR/SEP and SIMPLE-IRA,
                                                 Rollover IRAs, Withholding,
                                                 Mutual Fund Diversification

 13.   Legal Proceedings                         Legal Proceedings

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

Part B                                           Statement of Additional
                                                 Information

                                                 Caption**

 15.   Cover Page                                Principal  Life
                                                 Insurance Company Separate
                                                 Account B Flexible Variable
                                                 Annuity ("FVA") Contract

 16.   Table of Contents                         Table of Contents

 17.   General Information and                   None
       History

 18.   Services                                  Independent Auditors**,
                                                 Independent Auditors

 19.   Purchase of Securities                    Summary**, Purchase Payments
       Being Offered                             Distribution of the Contract

 20.   Underwriters                              Summary**, Distribution of the
                                                 Contract**

 21.   Calculation of Performance                Calculation of Yield and
       Data                                      Total Return

 22.   Annuity Payments                          Annuity Payment Options**

 23.   Financial Statements                      Financial Statements

** Prospectus caption given where appropriate.

<PAGE>


                            Flexible Variable Annuity

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

                     This prospectus is dated _____________.



The  individual  deferred  annuity  contract  ("Contract")   described  in  this
prospectus is funded with the Principal Life Insurance  Company Separate Account
B  ("Separate  Account"),  dollar  cost  averaging  fixed  accounts  ("DCA  Plus
Accounts") 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., AIM V.I. Growth Fund, AIM V.I. Growth and Income
Fund,  AIM  V.I.  Value  Fund,  Fidelity  Variable  Insurance  Products  Fund II
Contrafund  Portfolio,  and Fidelity  Variable  Insurance  Products  Fund Growth
Portfolio (the "Funds").  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, as owner, 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 __________,  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:


                       Principal Flexible Variable Annuity
                       Principal Financial Group
                       P. O. Box 9382
                       Des Moines, Iowa 50306-9382
                       Telephone: 1-800-852-4450


An  investment in the Contract is not a deposit or obligation of any bank and is
not insured or guaranteed by any bank, the Federal Deposit Insurance Corporation
or 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  prospectuses for
the Principal  Variable  Contracts  Fund,  Inc., AIM V.I.  Growth Fund, AIM V.I.
Growth and  Income  Fund,  AIM V.I.  Value  Fund,  Fidelity  Variable  Insurance
Products Fund II Contrafund Portfolio,  and Fidelity Variable Insurance Products
Fund Growth Portfolio. These prospectuses should be kept for future reference.

                                TABLE OF CONTENTS

GLOSSARY .................................................................  4
SUMMARY OF EXPENSE INFORMATION............................................  6
SUMMARY  .................................................................  8
    Investment Limitations................................................  8
    Separate Account Investment Options...................................  9
    Transfers.............................................................  9
    Surrenders............................................................ 10
    Charges and Deductions................................................ 10
    Annuity Payments...................................................... 10
    Death Benefit......................................................... 10
    Examination Provision (Free-Look)..................................... 10
CONDENSED FINANCIAL INFORMATION........................................... 11
THE PRINCIPAL FLEXIBLE VARIABLE ANNUITY................................... 14
THE COMPANY............................................................... 14
THE SEPARATE ACCOUNT...................................................... 14
THE UNDERLYING MUTUAL FUNDS............................................... 14
SURPLUS DISTRIBUTIONS..................................................... 18
THE CONTRACT.............................................................. 18
    To Buy a Contract..................................................... 18
Purchase Payments......................................................... 18
    Right to Examine the Contract (Free-Look)............................. 19
    Replacement Contracts................................................. 19
         Exchange Credit.................................................. 19
    The Accumulation Period............................................... 20
         The Value of Your Contract....................................... 20
         Purchase Payments................................................ 21
         Separate Account Division Transfers.............................. 21
         Unscheduled Transfers............................................ 22
         Scheduled Transfers (Dollar Cost Averaging)...................... 22
    Automatic Portfolio Rebalancing (APR)................................. 22
    Telephone Services.................................................... 22
    Direct Dial........................................................... 23
    Internet.............................................................. 23
    Surrenders............................................................ 23
         Total Surrender.................................................. 23
         Unscheduled Partial Surrender.................................... 24
         Scheduled Partial Surrender...................................... 24
    Death Benefit......................................................... 24
         Standard Death Benefit........................................... 25
         Annual Enhanced Death Benefit.................................... 25
             Lock-In Feature.............................................. 25
             Termination.................................................. 25
         Payment of Death Benefit......................................... 26
    The Annuity Payment Period............................................ 26
         Annuity Payment Date............................................. 26
         Annuity Payment Options.......................................... 26
         Death of Annuitant............................................... 27
         Annuity Payment Risk............................................. 27
CHARGES AND DEDUCTIONS.................................................... 28
    Annual Fee............................................................ 28
    Mortality and Expense Risks Charge.................................... 28
    Transaction Fee....................................................... 29
    Premium Taxes......................................................... 29
    Surrender Charge...................................................... 29
         Waiver of Surrender Charge....................................... 30
    Free Surrender Privilege.............................................. 30
    Administration Charge................................................. 30
    Special Provisions for Group or Sponsored Arrangements................ 31
FIXED ACCOUNT AND DCA PLUS ACCOUNTS....................................... 31
    Fixed Account......................................................... 31
Fixed Account Value....................................................... 32
    Fixed Account Transfers, Total and Partial Surrenders................. 32
         Unscheduled Fixed Account Transfers.............................. 32
         Scheduled Fixed Account Transfers................................ 32
    Dollar Cost Averaging Plus Program (DCA Plus Program)................. 33
         DCA Plus Purchase Payments....................................... 33
         Selecting A DCA Plus Account..................................... 33
         Scheduled DCA Plus Transfers..................................... 33
         Unscheduled DCA Plus Transfers................................... 33
         DCA Plus Surrenders.............................................. 33
GENERAL PROVISIONS........................................................ 34
    The Contract.......................................................... 34
    Delay of Payments..................................................... 34
    Misstatement of Age or Gender......................................... 34
    Assignment............................................................ 34
    Change of Owner....................................................... 35
    Beneficiary........................................................... 35
    Contract Termination.................................................. 35
    Reinstatement......................................................... 35
    Reports............................................................... 35
RIGHTS RESERVED BY THE COMPANY............................................ 36
DISTRIBUTION OF THE CONTRACT.............................................. 36
PERFORMANCE CALCULATION................................................... 36
VOTING RIGHTS............................................................. 37
FEDERAL TAX MATTERS....................................................... 38
    Non-Qualified Contracts............................................... 38
    Required Distributions for Non-Qualified Contracts.................... 38
    IRA, SEP and SIMPLE-IRA............................................... 39
    Rollover IRAs......................................................... 39
    Withholding........................................................... 40
MUTUAL FUND DIVERSIFICATION............................................... 40
STATE REGULATION.......................................................... 40
LEGAL OPINIONS............................................................ 41
LEGAL PROCEEDINGS......................................................... 41
REGISTRATION STATEMENT.................................................... 41
OTHER VARIABLE ANNUITY CONTRACTS.......................................... 41
INDEPENDENT AUDITORS...................................................... 41
FINANCIAL STATEMENTS...................................................... 41
CUSTOMER INQUIRIES........................................................ 41
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.............. 42


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 DCA Plus  Account(s)  value plus 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 annuity
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. (Referred to in the Contract
as "Retirement Date".)

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. (e.g. If the contract date is June 5, 2000,
the first Contract year ends on June 4, 2001, and the first anniversary falls on
June 5, 2001.)

Dollar  Cost  Averaging  Plus  (DCA  Plus)  Account  - an  account  which  earns
guaranteed interest for a specific amount of time.  (Referred to in the Contract
as "Fixed DCA Account.")

Dollar Cost  Averaging  Plus (DCA Plus)  accumulated  value - the amount of your
accumulated value which is in the DCA Plus Account(s).

Dollar Cost Averaging Plus (DCA Plus) Program - a program through which purchase
payments  are  transferred  from a DCA Plus Account to divisions of the Separate
Account and/or the Fixed Account over a specified  period of time.  (Referred to
in the Contract as "Fixed DCA Program.")

Fixed Account - an account which earns guaranteed interest.

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

Investment  Options - the DCA Plus Accounts,  Fixed Account and Separate Account
Divisions.

Joint  annuitant - additional  annuitant.  Joint  annuitants must be husband and
wife and must be named as owner and joint owner.

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.

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

Non-Qualified  Contract - a Contract  which does not qualify for  favorable  tax
treatment as a Qualified Plan, Individual Retirement Annuity, Roth IRA, SEP IRA,
Simple IRA or Tax Sheltered Annuity.

Notice  - any form of  written  communication  received  by us,  at the  annuity
service 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.

Qualified Plans - retirement  plans which receive  favorable tax treatment under
Section 401 or 403(a) of the Internal Revenue Code (the "Code").

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 has
divisions  which invest in shares of an account of a mutual fund.  Divisions can
be added, eliminated or combined in the future.

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

Separate Account accumulated 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.

Surrender value - accumulated value less any applicable surrender charge, annual
fee, transaction fee and any premium or other taxes.

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 - each day the New York Stock Exchange ("NYSE") is open.

Valuation  period - the period of time from one  determination of the value of a
unit of a Separate Account Division to the next. Each valuation period begins at
the close of normal  trading on the NYSE,  generally  4:00 p.m. E.T.  (3:00 p.m.
C.T.) on each valuation date and ends at the close of normal trading of the NYSE
on the next valuation date.

You, Your - the owner of this Contract, including any joint owner.

<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):

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

     o    Transaction  fee - a $30 fee is  charged on each  unscheduled  partial
          surrender after the 12th unscheduled  partial  surrender in a Contract
          year.
     o    Transfer fee - a $30 fee is charged on each unscheduled transfer after
          the 12th unscheduled transfer in a Contract year.
     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  expenses of the Mutual Funds (as a percentage  of average net assets) as
of December 31, 1999:
<TABLE>
<CAPTION>
                                                             Management               Other             Total Account
                 Account                                        Fees                Expenses           Annual Expenses

         <S>                                                   <C>                    <C>                   <C>
         Principal Variable Contracts Fund, Inc.
           Aggressive Growth                                   0.75%                  0.02%                 0.77%
           Asset Allocation                                    0.80                   0.05                  0.85
           Balanced                                            0.57                   0.01                  0.58
           Bond                                                0.49                   0.01                  0.50
           Capital Value                                       0.43                   0.00                  0.43
           Government Securities                               0.49                   0.01                  0.50
           Growth                                              0.45                   0.00                  0.45
           International                                       0.73                   0.05                  0.78
           International SmallCap                              1.20                   0.12                  1.32
           MicroCap*                                           1.00                   0.28                  1.28
           MidCap                                              0.61                   0.00                  0.61
           MidCap Growth*                                      0.90                   0.19                  1.09
           Money Market                                        0.50                   0.02                  0.52
           Real Estate                                         0.90                   0.09                  0.99
           SmallCap                                            0.85                   0.06                  0.91
           SmallCap Growth*                                    1.00                   0.07                  1.07
           SmallCap Value*                                     1.10                   0.34                  1.44
           Stock Index 500*
           Utilities                                           0.60                   0.04                  0.64
         AIM V.I. Growth Fund
         AIM V.I. Growth and Income Fund
         AIM V.I. Value Fund
         Fidelity Variable Insurance Products Fund II
           Fidelity VIP II Contrafund Portfolio-Service Class                                                   **
         Fidelity Variable Insurance Products Fund
           Fidelity VIP Growth Portfolio-Service Class                                                          **
<FN>
         *   Manager has agreed to reimburse expenses,  if necessary,  so that
             total Account operating expenses for 2000 will be no more than:

               MicroCap              1.06%        SmallCap Growth       1.06%
               MidCap Growth         0.96%        SmallCap Value        1.16%
                                                  Stock Index 500       0.40%

         **  The Company and Princor Financial Services  Corporation may receive
             a portion of the fund  expenses for  recordkeeping,  marketing  and
             distribution services.
</FN>
</TABLE>

Example:

The  purpose of the  following  examples is to assist you in  understanding  the
various  costs and  expenses  that you, as a Contract  owner  bears  directly or
indirectly.  They  reflect  expenses  of the  Separate  Account  as  well as the
expenses of the Mutual Fund 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 similar  expenses were the same as Mutual Fund expenses for
the prior fiscal year*.

        Separate Account Division       1 Year   3 Years   5 Years   10 Years

         Aggressive Growth
         Asset Allocation
         Balanced
         Bond
         Capital Value
         Government Securities
         Growth
         International
         International SmallCap
         MicroCap*
         MidCap
         MidCap Growth*
         Money Market
         Real Estate
         SmallCap
         SmallCap Growth*
         SmallCap Value*
         Stock Index 500*
         Utilities
         AIM V.I. Growth
         AIM V.I. Growth and Income
         AIM V.I. Value
         Fidelity VIP II Contrafund
         Fidelity VIP Growth

         *   After expense reimbursement


If you elect to receive payments under an annuity payment option (referred to in
the Contract as "Benefit Option") 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 Mutual Fund  expenses
were the same as in the prior fiscal year*.

        Separate Account Division       1 Year   3 Years   5 Years   10 Years

         Aggressive Growth
         Asset Allocation
         Balanced
         Bond
         Capital Value
         Government Securities
         Growth
         International
         International SmallCap
         MicroCap*
         MidCap
         MidCap Growth*
         Money Market
         Real Estate
         SmallCap
         SmallCap Growth*
         SmallCap Value*
         Stock Index 500*
         Utilities
         AIM V.I. Growth
         AIM V.I. Growth and Income
         AIM V.I. Value
         Fidelity VIP II Contrafund
         Fidelity VIP Growth

         *   After expense reimbursement


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 ("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 programs.

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
    programs.
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 three 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 UNDERLYING MUTUAL FUNDS): Division
          invests in:
                                       Principal Variable Contracts Fund, Inc.
     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 Variable Insurance Products
                                       Fund II
     Fidelity VIP II Contrafund           Fidelity VIP II Contrafund Portfolio
                                          Service Class
                                       Fidelity Variable Insurance Products Fund
     Fidelity VIP Growth                  Fidelity VIP Growth Portfolio Service
                                          Class

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

Each Separate Account  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 DIVISION  TRANSFERS and FIXED ACCOUNT TRANSFERS,
TOTAL AND PARTIAL SURRENDERS for additional restrictions.) This section does not
apply to transfers  under the DCA Plus Program (see SCHEDULED DCA PLUS TRANSFERS
and UNSCHEDULED DCA PLUS TRANSFERS).  During the accumulation period:
o    a dollar amount or percentage of transfer must be specified;
o    a 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); and
o    transfers  into DCA Plus  Accounts  are not  permitted.  During the annuity
     payment  period,  transfers are not  permitted (no transfers  once payments
     have begun).

Surrenders  (see  SURRENDERS  and FIXED  ACCOUNT  TRANSFERS,  TOTAL AND  PARTIAL
SURRENDERS and DCA PLUS SURRENDERS) During the accumulation period:
o    a dollar amount must be specified;
o    surrendered amounts may be subject to surrender charge;
o    total surrenders may be 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.
     Currently  we do not charge the  annual  fee if your  accumulated  value is
     $30,000 or more. If you own more than one Contract,  then all the Contracts
     you own or jointly own are aggregated,  on each Contract's anniversary,  to
     determine if the $30,000 minimum has been met.
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 the annuity
     payment  option   selected).   You  should   carefully   consider  the  tax
     implications  of each annuity  payment option (see 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
     an annuity payment option (see 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.

Examination Provision (Free-Look)
o    You may  return  the  Contract  during  the  examination  period  which  is
     generally 10 days from the date you receive the Contract.  The  examination
     period may be longer in certain states.
o    We return all  purchase  payments if required  by state law.  Otherwise  we
     return accumulated value.

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.
<TABLE>
<CAPTION>
                                                                                                      Number of
                                                    Accumulation Unit Value                      Accumulation Units
                                                    -----------------------                          Outstanding
                                    Beginning             End of       Percentage of Change         End of Period
                                    of Period             Period         from Prior Period         (in thousands)
                                    ---------             ------       --------------------      -------------------
<S>                                   <C>                 <C>                 <C>                      <C>
Aggressive Growth Division
   Year Ended December 31
     1999                             27.815              38.363              37.92%
     1998                             23.689              27.815              17.42                    7,486
     1997                             18.340              23.689              29.17                    6,077
     1996                             14.503              18.340              26.46                    3,971
     1995                             10.184              14.503              42.41                    1,324
   Period Ended December 31, 1994(1)  10.075              10.184               1.08                      362

Asset Allocation Division
   Year Ended December 31
     1999                             16.690              19.696              18.01
     1998                             15.478              16.690               7.83                    3,762
     1997                             13.260              15.478              16.73                    3,134
     1996                             11.891              13.260              11.51                    2,264
     1995                              9.978              11.891              19.17                      912
   Period Ended December 31, 1994(1)  10.075               9.978              -0.96                      303

Balanced Division
   Year Ended December 31
     1999                             17.647              17.846               1.13
     1998                             15.966              17.647              10.53                    8,903
     1997                             13.708              15.966              16.47                    6,717
     1996                             12.270              13.708              11.72                    4,661
     1995                              9.972              12.270              23.04                    1,373
   Period Ended December 31, 1994(1)  10.266               9.972              -2.86                      370

Bond Division
   Year Ended December 31
     1999                             14.260              13.718              -3.80
     1998                             13.408              14.260               6.35                    7,499
     1997                             12.275              13.408               9.23                    5,017
     1996                             12.143              12.275               1.09                    3,872
     1995                             10.064              12.143              20.66                    1,401
   Period Ended December 31, 1994(1)  10.050              10.064               0.14                      301

Capital Value Division
   Year Ended December 31
     1999                             23.156              21.888              -5.48
     1998                             20.642              23.156              12.18                   11,720
     1997                             16.261              20.642              26.94                    9,320
     1996                             13.333              16.261              21.96                    6,267
     1995                             10.234              13.333              30.28                    2,232
   Period Ended December 31, 1994(1)  10.328              10.234              -0.91                      699

Government Securities Division
   Year Ended December 31
     1999                             13.954              13.741              -1.53
     1998                             13.049              13.954               6.94                    8,554
     1997                             11.969              13.049               9.02                    5,946
     1996                             11.728              11.969               2.06                    5,443
     1995                              9.973              11.728              17.60                    2,023
   Period Ended December 31, 1994(1)  10.133               9.973              -1.93                      572

Growth Division
   Year Ended December 31
     1999                             21.657              24.904              14.99
     1998                             18.070              21.657              19.85                    9,863
     1997                             14.411              18.070              25.39                    7,898
     1996                             12.970              14.411              11.11                    6,089
     1995                             10.454              12.970              24.07                    2,619
   Period Ended December 31, 1994(1)  10.336              10.454               1.14                      764

International Division
   Year Ended December 31
     1999                             16.071              19.987              24.37%
     1998                             14.795              16.071               8.62                    7,866
     1997                             13.347              14.795              10.85                    7,316
     1996                             10.804              13.347              23.54                    4,797
     1995                              9.582              10.804              12.75                    2,146
   Period Ended December 31, 1994(1)   9.624               9.582              -0.43                      936

International SmallCap Division
   Year Ended December 31
     1999                              8.978              17.184              91.40
   Period Ended December 31, 1998(2)  10.000               8.978             -10.22                      419

MicroCap Division
   Year Ended December 31
     1999                              8.106               7.920              -2.30
   Period Ended December 31, 1998(2)  10.000               8.106             -18.94                      141

MidCap Division
   Year Ended December 31
     1999                             19.125              21.351              11.64
     1998                             18.676              19.125               2.40                   10,738
     1997                             15.405              18.676              21.23                    9,820
     1996                             12.880              15.405              19.60                    7,285
     1995                             10.108              12.880              27.42                    3,059
   Period Ended December 31, 1994(1)  10.157              10.108              -0.48                      973

MidCap Growth Division
   Year Ended December 31
     1999                              9.607              10.522               9.52
   Period Ended December 31, 1998(2)  10.000               9.607              -3.93                      352

Money Market Division
   Year Ended December 31
     1999                             11.913              12.332               3.52
     1998                             11.463              11.913               3.93                    4,905
     1997                             11.027              11.463               3.95                    2,752
     1996                             10.628              11.027               3.75                    2,929
     1995                             10.194              10.628               4.26                    1,370
   Period Ended December 31, 1994(1)  10.027              10.194               1.67                      702

Real Estate Division
   Year Ended December 31
     1999                              9.275               8.750              -5.66
   Period Ended December 31, 1998(2)  10.000               9.275              -7.25                      195

SmallCap Division
   Year Ended December 31
     1999                              7.928              11.242              41.80
   Period Ended December 31, 1998(2)  10.000               7.928             -20.72                      459

SmallCap Growth Division
   Year Ended December 31
     1999                             10.179              19.672              93.26
   Period Ended December 31, 1998(2)  10.000              10.179               1.79                      314

SmallCap Value Division
   Year Ended December 31
     1999                              8.440              10.123              19.94
   Period Ended December 31, 1998(2)  10.000               8.440             -15.60                      306

Stock Index 500 Division
   Period Ended December 31, 1999(3)  10.000              10.956               9.56

Utilities Division
   Year Ended December 31
     1999                             11.464              11.581               1.02
   Period Ended December 31, 1998(2)  10.000              11.464              14.64                      639

AIM V.I. Growth Division
   Period Ended December 31, 1999(3)

AIM V.I. Growth and Income Division
   Period Ended December 31, 1999(3)

AIM V.I. Value Division
   Period Ended December 31, 1999(3)

Fidelity VIP II Contrafund Division
   Period Ended December 31, 1999(3)

Fidelity VIP Growth Division
   Period Ended December 31, 1999(3)

<FN>
(1)  Commenced operations on June 16, 1994.
(2)  Commenced operations on May 1, 1998.
(3)  Commenced operations on April 30, 1999.
</FN>
</TABLE>


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 Separate  Account value under a variable annuity is not
guaranteed and varies with the investment  performance of the underlying  Mutual
Funds.

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.

The assets of each Separate  Account  division invest in a corresponding  Mutual
Fund. New Separate Account divisions may be added and made available.  Divisions
may also be eliminated from the Separate Account.

THE UNDERLYING MUTUAL FUNDS

The Principal  Variable  Contracts  Fund,  Inc., AIM V.I.  Growth Fund, AIM V.I.
Growth and Income Fund, AIM V.I. Value Fund, Fidelity Variable Insurance Product
Fund,  and  Fidelity  Variable  Insurance  Product  Fund  II  are  Mutual  Funds
registered  under the  Investment  Company Act of 1940 as  diversified  open-end
investment  management  companies.  The  Mutual  Funds  provide  the  investment
vehicles for the Separate  Account.  A full description of the Mutual Funds, the
investment objectives, policies and restrictions, charges and expenses and other
operational  information are contained in the accompanying  prospectuses  (which
should be read  carefully  before  investing)  and the  Statement of  Additional
Information  ("SAI").  Additional copies of these documents are available from a
sales representative or our annuity service office.

Principal  Management  Corporation (the "Manager") serves as the manager for the
Principal  Variable  Contracts  Fund.  The  Manager is a  subsidiary  of Princor
Financial  Services  Corporation.  It has managed mutual funds since 1969. As of
December  31,  1999,  the funds it  managed  had  assets of  approximately  $6.4
billion.  The Manager's address is Principal  Financial Group, Des Moines,  Iowa
50392-0200.

Some of the Principal  Variable  Contracts  Fund's Accounts are used to fund the
Company's  variable  life  insurance  contracts.  The  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
variable 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 division with an alternate  investment,  then the division
may have to liquidate securities on a disadvantageous basis.

American  Century  Investment  Management,  Inc. ("the  Advisor")  serves as the
investment  advisor for AIM V.I.  Growth Fund, AIM V.I.  Growth and Income Fund,
and AIM V.I. Value Fund. The Advisor has been managing  mutual funds since 1958.
American  Century is headquartered  at 4500 Main Street,  Kansas City,  Missouri
64111.  The Advisor is responsible for managing the investment  portfolio of the
fund and  directing  the purchase  and sale of its  investment  securities.  The
Advisor  also  arranges  for  transfer  agency,  custody and all other  services
necessary for the fund to operate.

Fidelity  Investments  Institutional  Services,  Inc.  is the  manager  for  the
Fidelity  Insurance Products Fund and Fidelity Insurance Products Fund II. As of
December 31,  1999,  Fidelity had  approximately  $863 billion in  discretionary
assets under management. The manager is located at 82 Devonshire Street, Boston,
Massachusetts  02109.  As the manager,  Fidelity is responsible for choosing the
account investments and handling their business affairs.

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

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        Principal Variable Contracts  Morgan Stanley Asset               to provide long-term capital appreciation
                         Fund, Inc.                    Management through a               by investing  primarily in growth-oriented
                         Aggressive Growth             sub-advisory agreement             common stocks of medium and large
                         Account                                                          capitalization U.S. corporations and, to a
                                                                                          limited extent, foreign corporations.

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

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

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

Capital Value            Principal Variable Contracts  Invista Capital Management, LLC    to provide long-term capital appreciation
                         Fund, Inc.                    through a sub-advisory agreement   and secondarily is growth of investment
                         Capital Value Account                                            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    Principal Variable Contracts  Invista Capital Management, LLC    to seek a high level of current income,
                         Fund, Inc.                    through a sub-advisory agreement   liquidity and safety of principal. The
                         Government Securities Account                                    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                   Principal Variable Contracts  Invista Capital Management, LLC    to seek growth of capital. The Account
                         Fund, Inc.                    through a sub-advisory agreement   seeks to achieve its objective through the
                         Growth Account                                                   purchase primarily of common stocks, but
                                                                                          the Account may invest in other
                                                                                          securities.

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

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

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

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

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

Money Market             Principal Variable Contracts  Principal Management Corporation   to seek as high a level of current income
                         Fund, Inc.                                                       available from short-term securities as is
                         Money Market Account                                             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              Principal Variable Contracts  Principal Management Corporation   seeks to generate a high total return. The
                         Fund, Inc.                                                       Account will attempt to achieve its
                         Real Estate Account                                              objective by investing primarily in equity
                                                                                          securities of companies principally
                                                                                          engaged in the real estate industry.

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

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

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

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

Utilities                Principal Variable Contracts  Invista Capital Management, LLC    seeks to provide current income and long-
                         Fund, Inc.                    through a sub-advisory agreement   term growth of income and capital. The
                         Utilities Account                                                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 Variable Insurance   Fidelity Management                seeks long-term capital appreciation.
  Contrafund             Products Fund II              and Research Company
                         Fidelity VIP II
                         Contrafund Portfolio
                         Service Class

Fidelity VIP Growth      Fidelity Variable Insurance   Fidelity Management                seeks to maximize total return by
                         Products Fund                 and Research Company               allocating its assets among stocks, bonds,
                         Fidelity VIP Growth                                              short-term instruments, and other
                         Portfolio Service Class                                          investments.

<FN>
*  An Investment  Advisor agrees to provide  investment  advisory services for a
   specific underlying Mutual Fund or underlying Mutual Fund Account.  For these
   services, each Investment Advisor is paid a fee.
</FN>
</TABLE>

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  qualified  plan  which  is to be  funded  by the  Contract.
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 annuity service 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 DCA Plus  Account(s) and the Fixed  Account,  begins
following the expiration of the examination period (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 programs.
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  three 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.

Right to Examine the Contract (Free-Look)
Under state law, you have the right to return the Contract for any reason during
the examination  period. The examination 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 (30 day examination  period);
     b. Colorado (15 day examination  period);  or
     c. Idaho or North Dakota (20 day examination 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 then
current  value of the Money  Market  Division 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  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 examination period, you will receive the accumulated value.

If you are  purchasing  this  Contract in a qualified  plan,  then your  initial
purchase  payment(s) is allocated to the Money Market Division.  If the Contract
is issued  in a state  requiring  the  return of the  purchase  payment(s),  the
purchase  payment(s)  remains in the Money Market Division until the examination
period expires (or at least 7 days if the examination period is shorter). In all
other states the purchase  payment(s)  remain in the Money Market Division for 7
days.  Following  the  required  holding  period,  the  purchase  payment(s)  is
allocated according to your instructions.

To  return a  Contract  you must send it and a written  request  to the  annuity
service  office or to the sales  representative  who sold it to you  before  the
close of business  on the last day of the  examination  period.  If you send the
request (properly  addressed and postage prepaid) to the annuity service office,
the date of the  postmark is used to  determine  if the  examination  period has
expired.

Replacement Contracts
If the purchase of this Contract is a replacement for another  annuity  contract
or a life insurance policy, different examination 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  examination  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. Any changes or termination will follow at least 1 year notice.

     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
     Separate 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   the   annuity   service   office
    (1-800-852-4450)).

    The Exchange Credit is allocated among the Separate Account  Divisions,  the
    DCA Plus Account(s) or the Fixed Account in the same ratio as the allocation
    of the  purchase  payment.  The credit is treated as  additional  income for
    income  tax  purposes.  The  1%  credit  is  subject  to a  vesting  period.
    Therefore,  the 1%  credit  is not  credited  to  your  Contract  until  the
    examination  period has expired.  If you  exercise  your right to return the
    Contract  during the  examination  period,  then the amount  returned is the
    original amount invested (see 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
     the DCA Plus  Account(s)  value plus the Fixed Account value.  The DCA Plus
     Accounts  and Fixed  Account  are  described  in the section  titled  FIXED
     ACCOUNT AND DCA PLUS ACCOUNTS.

     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,  a DCA Plus  Account  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 normal trading of
the New York Stock Exchange (generally 3:00 p.m. Central Time). 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 (net asset value) of the underlying Mutual Fund at the end
          of the valuation period
                                      plus
        per share amount of any dividend* (or other distribution) made by the
          Mutual Fund during the valuation period}
                                   divided by
        share price (net asset value) of the underlying Mutual Fund at the end
          of the previous valuation period]
                                      minus
        {any total Separate Account annual expenses}

        *   When an investment owned by a Mutual Fund pays a dividend,
            the dividend  increases  the net asset value of a share of
            the Mutual Fund as of the date the  dividend is  recorded.
            As the  net  asset  value  of a  share  of a  Mutual  Fund
            increases,  the unit value of the  corresponding  Separate
            Account  division also reflects an increase.  Payment of a
            dividend under these  circumstances  does not increase the
            number of units you own in the division.

The Separate Account charges are calculated by dividing the annual amount of the
charge by 365 and multiplying by the number of days in the valuation period.

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

     Purchase Payments
     o    On your application, you direct your purchase payments to be allocated
          to the Investment Options.
     o    Allocations may be in percentages.
     o    Percentages must be in whole numbers and total 100%.
     o    Subsequent   purchase   payments  are  allocated   according  to  your
          instructions.
     o    Changes to the allocation instructions may be made without charge.
          o    A change  is  effective  on the next  valuation  period  after we
               receive your new instructions.
          o    You can change the allocations by:
               1)   mailing your instructions to us;
               2)   calling  us  at  1-800-852-4450  (if  telephone   privileges
                    apply); or
               3)   faxing your instructions to us at 1-515-248-9800.
     o    Changes to purchase  payment  allocations do not transfer any existing
          Investment Option accumulated values.
     o    Purchase  payments  are  credited  on the  basis  of unit  value  next
          determined after we receive a purchase payment.

     Separate Account Division Transfers
     o    You may request an unscheduled transfer or set up a scheduled transfer
          by  sending us a written  request,  calling  us at  1-800-852-4450  if
          telephone services apply or sending us a fax (1-515-248-9800).
     o    You must specify the dollar amount or percentage to transfer from each
          division.
     o    The  minimum  amount is $100 or if the  division's  value is less than
          $100, then 100% of the division from which the transfer is being made.
     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.
     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    following the transfer,  the Fixed Account value would be greater than
          $1,000,000 (without our prior approval).

     Unscheduled Transfers
     o    You may make unscheduled  Separate  Account division  transfers from a
          division to another division or to the Fixed Account.
     o    Transfers are not permitted into DCA Plus Accounts.
     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  a single
          transfer).

     Scheduled  Transfers  (Dollar  Cost  Averaging)
     o    You may elect to have transfers made on a scheduled basis.
     o    You must specify the dollar amount of the transfer.
     o    You select the transfer  date (other than the 29th,  30th or 31st) and
          the transfer period (monthly, quarterly, semi-annually or annually).
     o    If the  selected  date  is  not a  valuation  date,  the  transfer  is
          completed on the next valuation date.
     o    Transfers are not permitted into DCA Plus Accounts.
     o    If you want to stop a  scheduled  transfer,  then you must  provide us
          notice prior to the date of the scheduled transfer.
     o    Transfers  continue  until  your value in the  division  is zero or we
          receive notice to stop them.
     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.

Automatic Portfolio Rebalancing (APR)
o    APR allows you to maintain a specific  percentage of your Separate  Account
     accumulated value in specified divisions over time.
o    You may elect APR at any time.
o    APR is not  available  for  values  in the  Fixed  Account  or the DCA Plus
     Accounts.
o    APR is not available if you have arranged scheduled transfers from the same
     division.
o    APR will not begin until the examination period has expired.
o    There is no charge for APR transfers.
o    APR can be selected for quarterly, semi-annual or annual rebalancing.
o    You may rebalance by completing and submitting a form to us, by telephoning
     if  you  have  telephone   privileges   (1-800-852-4450)   or  faxing  your
     instructions to us  (1-515-248-9800).  (Divisions are rebalanced at the end
     of the next valuation period following your request.)
     Example:
     You elect APR to maintain your Separate Account  accumulated value with 50%
     in the A Division  and 50% in the B Division.  At the end of the  specified
     period, 60% of the values are in the A Division,  with the remaining 40% in
     the B  Division.  By  rebalancing,  units from the A Division  are sold and
     applied to the B Division so that 50% of the Separate  Account  accumulated
     value is once again in each division.

Telephone  Services*
Telephone  services are permitted for:
o    purchase payment allocation changes;
o    transfers; and
o    changes to APR.

Telephone  services are  available  for both you and your sales  representative.
Telephone  services may be declined on the  application  or at any later date by
providing us with written notice.  Telephone  services are used by calling us at
1-800-852-4450.

Telephone  instructions  must be made while we are open for  business.  They are
effective when received by us before the close of normal trading 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 its normal
trading will be effective on the next valuation date.

Direct Dial*
You may obtain  Contract  information  from our direct dial system  between 7:00
a.m. and 9:00 p.m.,  Central Time,  Sunday  through  Friday,  7:00 a.m. and 4:00
p.m., Central Time, on Saturday.

Through this automated  telephone system,  you can obtain information about unit
values and Contract  values,  initiate or make certain changes to your Contract,
change  your  Personal  Identification  Number  (PIN),  or speak  directly  to a
customer service representative.
The telephone number is 1-800-852-4450.

Internet*
Through  the  Internet  you can obtain  information  about unit  values and your
Contract, or change your PIN at www.principal.com.

     *   Instructions  received via our telephone  services,  direct dial system
         and  internet  are  binding on both  owners if the  Contract is jointly
         owned.

Neither  the  Company  nor  the  Separate   Account  are   responsible  for  the
authenticity of telephone service, direct dial or internet transaction requests.
We  reserve  the right to refuse  telephone  service,  direct  dial or  internet
transaction requests. You assume the risk of loss caused by fraudulent telephone
service,  direct  dial or  internet  transactions  we  reasonably  believe to be
genuine. We follow procedures in an attempt to assure genuine telephone service,
direct dial or internet transactions. If these procedures are not followed, then
we may be liable for loss caused by unauthorized or fraudulent transactions. The
procedures  may include  recording  telephone  service  transactions,  recording
direct dial 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,  direct dial or
internet transaction procedures at any time.

Surrenders
Surrenders  result in the cancellation of units and your receipt of the canceled
unit values minus  applicable  surrender  charges and fees.  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 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 at any time 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  your  accumulated   value  minus  any
          applicable charges and fees.
     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  accumulated  value  by
          sending us a written request.
     o    You must specify the dollar amount of the surrender  (which must be at
          least $100).
     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  Investment  Options  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 your  Investment  Options to equal the dollar
          amount of the surrender  request plus any applicable  surrender charge
          and fee.
     o    A $30 fee is imposed on each unscheduled  partial  surrender after the
          12th 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.
     o    The accumulated value after the unscheduled  partial surrender must be
          equal to 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).

     Scheduled Partial Surrender
     o    You may elect partial surrenders from any of the Investment Options on
          a scheduled basis by sending us written notice.
     o    Your  accumulated  value must be at least  $5,000  when the  scheduled
          surrenders begin.
     o    You may specify  monthly,  quarterly,  semi-annually  or annually  and
          choose a surrender date (other than the 29th, 30th or 31st).
     o    If the  selected  date  is not a  valuation  date,  the  surrender  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.  In the case of joint annuitants,  the death benefit is paid upon
death of the  first  annuitant.  If the  owner is not a  natural  person,  death
benefits are paid to the beneficiary(ies) upon the death of the annuitant.

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(ies).
You  name  the   beneficiary  or   beneficiaries   in  your   application.   The
beneficiary(ies)  receives  benefits  upon your  death.  Generally,  unless  the
beneficiary(ies)  elects  otherwise  we pay the death  benefit in a single  sum,
subject to proof of your death.

Unless  you have named an  irrevocable  beneficiary(ies),  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.

Upon death of the annuitant,  your  beneficiary  may elect to:
o    apply the death benefit under an annuity payment option; or
o    receive the death benefit as a single payment.

No surrender charge applies when a death benefit is paid.

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.

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 standard death benefit is the greatest 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    the highest  accumulated value on any prior Contract  anniversary that
          is divisible equally by seven, plus any purchase payments and less any
          partial  surrenders (and surrender  charges  incurred) made after that
          Contract 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 to the beneficiary is the greatest of:
         1)   the standard death benefit;
         2)   the annual  increasing death benefit,  based on purchase  payments
              (accumulated  at 5% annually)  minus any  surrenders and surrender
              charges  (accumulated  at 5%  annually)  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,  plus any
              subsequent  purchase  payments  minus any surrenders and surrender
              charges,  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.

     For  Contracts  issued  in New York - under  this  rider,  if the  original
     annuitant  or owner dies before the annuity  payment  date,  then the death
     benefit payable to the beneficiary is the greater of:
         1)   the standard death benefit; or
         2)   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  ("lock-in  date"),  the death
         benefit amount is locked-in.  After the lock-in date, the death benefit
         increases by purchase  payments  (subject to  applicable  restrictions)
         made  after the  lock-in  date,  minus  any  surrenders  and  surrender
         charges.  However, because the death benefit is locked-in, it will only
         decrease by surrenders and surrender  charges.  Once the standard death
         benefit  equals  the annual  enhanced  death  benefit,  then the annual
         enhanced  death  benefit  and  any  associated  charge  terminate.  The
         standard death benefit then applies.

         Termination
         You may terminate the annual  enhanced  death benefit at anytime.  Once
         the  annual  enhanced  death  benefit  is  terminated,   it  cannot  be
         reinstated (except in Florida).

         The annual cost of the rider is 0.20% of the annual  accumulated  value
         (0.15%  in New  York).  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 the  purchase  payment
         allocations  among the DCA Plus  Accounts,  Fixed  Account and Separate
         Account  Divisions.  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 the time the  Contract  is issued.  Thus,  once a Contract  has been
         purchased without the rider, it may not be added at a later date.

     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 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 an annuity payment 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.

The Annuity Payment Period
     Annuity Payment Date
     You may specify an annuity payment date in your application.  You may elect
     to receive  payments under an annuity payment option at anytime.  If you do
     not specify an annuity  payment date,  then the annuity payment date is the
     later of the older 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 older  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, 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.

     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 and gender 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 with Payments  Guaranteed for a Period
     of 10 Years (see below).  If you designate joint  annuitants,  then payment
     will be made pursuant to a Joint and Full Survivor Life Income for a Period
     of 10 Years  (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 annuity payment options may be available with our approval.

     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,  if
     any,  or for the life of any  joint  annuitant,  if any.  In all  cases the
     person entitled to receive payments also receives any rights and privileges
     under the annuity payment option.

     Annuity Payment Risk
     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.

     Additional rules apply to distributions under non-qualified  contracts (see
     REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CONTRACTS).  However, the rules do
     not apply to contracts issued in connection with IRAs, SEPs or SIMPLE-IRAs.

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 may also be deducted from certain  surrenders  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  Mutual  Funds  which are  described  in the  Mutual  Funds'
prospectuses.

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 the
DCA  Plus  Accounts,  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 aggregate  value of multiple  Contracts  owned,  or
jointly  owned,  by you  is  used  to  attain  the  $30,000  accumulated  value.
Aggregation occurs on each Contract's  anniversary.  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    issuing 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. 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
12th unscheduled  partial surrender in a Contract year. A $30 transaction fee is
also  charged to each  unscheduled  transfer  after the 12th such  transfer in a
Contract year. The transaction fee is deducted from the DCA Plus Accounts, 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 an annuity  payment 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  surrendered  which  were  received  by us  during  the seven
Contract  years  prior to the  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 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%

          *    Each  purchase   payment   begins  in  year  0  for  purposes  of
               calculating  the  percentage  applied to that  payment.  However,
               purchase  payments  are  added  together  by  Contract  year  for
               purposes  of   determining   the  applicable   surrender   charge
               percentage.

For purpose of  calculating  surrender  charges,  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;
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.

Free Surrender Privilege
The free surrender privilege is an amount normally subject to a surrender charge
that may be surrendered  without a charge.  The free surrender  privilege is 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 Contract  anniversary.
The free surrender privilege is non-cumulative.

     Waiver of Surrender Charge
     The surrender charge does not apply to:
     o   amounts applied under an annuity payment option; or
     o   payment of any death benefit,  however, the surrender charge does apply
         to purchase payments made by a surviving spouse after an owner's death;
         or
     o   amounts distributed to satisfy the minimum distribution  requirement of
         Section 401(a)9 of the Code provided that the amount  surrendered  does
         not  exceed  the  minimum  distribution  amount  which  would have been
         calculated based on the value of this Contract alone; 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:
     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 but before the original owner or annuitant reaches age 65 and
     qualifies to receive social security disability  benefits.  In New York and
     West  Virginia,  different  definitions  of total and permanent  disability
     apply. Contact us at 1-800-852-4450 for additional information.

This waiver of surrender  charge rider is not  available in  Massachusetts,  New
Jersey or  Pennsylvania.  In New York,  the rider only  applies if the  original
owner or original annuitant suffers a total and permanent  disability.  Specific
information is available from your sales  representative  or the annuity service
office (1-800-852-4450).

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 or  eliminated  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 but are not limited to sales of Contracts without,
or  with   reduced,   mortality  and  expense   risks   charges,   annual  fees,
administrative charge, the cost of insurance or surrender charges.

Availability of the reduction and the size of the reduction (if any) is based on
certain criteria.

Eligibility for and the amount of these reductions are determined by a number of
factors,  including  the  number of  individuals  in the  group,  the  amount of
expected  purchase  payments,  total  assets under  management  for the Contract
owner,  the relationship  among the group's  members,  the purpose for which the
Contract is being purchased,  the expected persistency of the Contract,  and any
other circumstances which, in our opinion are rationally related to the expected
reduction  in  expenses.  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 AND DCA PLUS ACCOUNTS

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 and DCA Plus  Accounts.  Assets in the
Fixed  Account  and DCA Plus  Accounts  are held in the  General  Account of the
Company.

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. Because of exemptive
and  exclusionary  provisions,  interests  in the  Fixed  Account  and DCA  Plus
Accounts 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 and DCA Plus  Accounts are not subject to these
Acts. The staff of the SEC does not review the prospectus  disclosures  relating
to the Fixed  Account  or DCA Plus  Accounts.  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. Separate Account expenses are not assessed against any Fixed Account
or DCA Plus Account values.  More  information  concerning the Fixed Account and
DCA Plus Accounts is available  from our annuity  service office or from a sales
representative.

Fixed 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.

Fixed Account Value
Your Fixed Account value on any valuation date is equal to:
o    purchase payments allocated to the Fixed Account;
o    plus any transfers to the Fixed  Account from the Separate  Account and DCA
     Plus Accounts;
o    plus interest credited to the Fixed Account;
o    minus any surrenders,  applicable surrender charges or transaction fee from
     the Fixed Account;
o    minus any transfers to the Separate Account.

Fixed Account Transfers, Total and Partial Surrenders
Transfers  and  surrenders  from  the  Fixed  Account  are  subject  to  certain
limitations. In addition,  surrenders from the Fixed Account may be subject to a
charge (see SURRENDER CHARGE).

You may  transfer  amounts  from  the  Fixed  Account  to the  Separate  Account
divisions before the annuity payment date and as provided below. The transfer is
effective on the valuation date following our receiving your  instructions.  You
may transfer  amounts on either a scheduled or  unscheduled  basis.  You may not
make both scheduled and unscheduled Fixed Account transfers in the same Contract
year.

     Unscheduled Fixed Account Transfers
     The  minimum  transfer  amount  is $100 (or less if  entire  Fixed  Account
     accumulated value is less than $100). Once per Contract year, within the 30
     days following the Contract anniversary date, you can:
     1)  transfer an amount not to exceed 25% of your Fixed Account value; or
     2)  transfer up to 100% of your Fixed Account value if :
         o    your Fixed Account value is less than $1,000; or
         o    the renewal interest rate for your Fixed Account accumulated value
              for the current  Contract year is more than one  percentage  point
              lower than the  weighted  average of your Fixed  Account  interest
              rates for the preceding Contract year. We will  inform  you if the
              renewal  interest  rate falls to that level.

     Scheduled Fixed Account Transfers
     Fixed Account Dollar Cost Averaging
     You may make scheduled  transfers on a monthly basis from the Fixed Account
     to the Separate Account as follows:
     o    You may establish  scheduled transfers by sending a written request or
          by telephoning the annuity service office at 1-800-852-4450.
     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  monthly  transfers  of an  amount  not to exceed 2% of your
          Fixed  Account's  accumulated  value at the  beginning of the Contract
          year or the current Fixed Account value 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  accumulated  value is less than $100 at the time
          of transfer,  then the entire Fixed Account  accumulated value will be
          transferred.
     o    If you stop the  transfers,  you may not start them again  without our
          prior approval.

Dollar Cost Averaging Plus Program (DCA Plus Program)
Purchase payments allocated to the DCA Plus Accounts earn a guaranteed  interest
rate.  A portion  of your DCA Plus  Account  accumulated  value is  periodically
transferred (on the 28th of each month) to divisions of the Separate  Account or
to the Fixed  Account.  The transfers  are allocated  according to your DCA Plus
allocation instructions. Transfers into a DCA Plus Account are not permitted.

     DCA Plus Purchase Payments
     You may enroll in the DCA Plus  program by  allocating  a minimum  purchase
     payment of $1,000 into a DCA Plus  Account and  selecting  divisions of the
     Separate  Account  and/or the Fixed  Account into which  transfers  will be
     made.  Subsequent  purchase payments of at least $1,000 are permitted.  You
     can  change  your DCA Plus  allocation  instructions  during  the  transfer
     period.  Automatic  portfolio  rebalancing  does  not  apply  to  DCA  Plus
     Accounts.

     DCA Plus  purchase  payments  receive the fixed rate of return in effect on
     the date  each  purchase  payment  is  received  by us.  The rate of return
     remains in effect for the  remainder  of the 6-month or  12-month  DCA Plus
     transfer program.

     Selecting A DCA Plus Account
     DCA Plus Accounts are available in either a 6-month  transfer  program or a
     12-month  transfer  progrom.  The 6-month transfer program and the 12-month
     transfer program generally will have different credited interest rates. You
     may enroll in both a 6-month and 12-month DCA Plus  program.  However,  you
     may only  participate in one 6-month and one 12-month DCA Plus program at a
     time. Under the 6-month trasfer program,  all payments and accrued interest
     must be  transferred  from the DCA Plus  Account to the  selected  Separate
     Account divisions and/or Fixed Account in no more than 6 months.  Under the
     12-month  transfer  program,  all  payments  and accrued  interest  must be
     transferred to the selected Separate Account divisions and/or Fixed Account
     in no more than 12 months.

     We will  transfer  an  amount  each  month  which is equal to your DCA Plus
     Account  value  divided by the number of months  remaining in your transfer
     program.  For  example,  if 4 scheduled  transfers  remain in your  6-month
     transfer program and you had a $4,000 DCA Plus Account  accumulated  value,
     the transfer amount would be $1,000 ($4,000 / 4).

     Scheduled DCA Plus Transfers
     Transfers are made from DCA Plus Accounts to Separate Account divisions and
     the Fixed Account according to your allocation instructions.  The transfers
     begin  after we receive  your  purchase  payment and  completed  enrollment
     instructions.  Transfers  occur on the 28th of the month and continue until
     your entire DCA Plus Account accumulated value is transferred.

     Unscheduled DCA Plus Transfers
     You may make  unscheduled  transfers from DCA Plus Accounts to divisions of
     the Separate  Account  and/or the Fixed  Account.  A $30 fee is imposed for
     unscheduled transfers following the 12th unscheduled transfer in a Contract
     year.  A  transfer  is made,  and values  determined,  as of the end of the
     valuation period in which we receive your request.

     DCA Plus Surrenders
     You may make  scheduled or unscheduled  surrenders  from DCA Plus Accounts.
     Purchase payments earn interest  according to the corresponding  rate until
     the surrender  date.  Surrenders  are subject to any  applicable  surrender
     charge.

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
pages;  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 Mutual 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 Mutual Fund of securities  owned by it is not reasonably
          practicable;
     o    it is not reasonably practicable for a Mutual 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 annuity  payment 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 the annuity  service
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 surrender charge for surrenders 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  owner'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.

If there are joint annuitants on the Contract,  the benefit is paid on the first
annuitant's death.

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 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.

Reports
We will mail to you a statement,  along with any reports  required by 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 annuity payments.

Quarterly  statements  reflect  purchases and  surrenders  occurring  during the
quarter as well as the balance of units owned and accumulated 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 units of a division for the units of another division;
     o    if units of a division are no longer available for investment; or
     o    if in our  judgment,  investment in a division  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 ("Princor"), 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 the underlying Mutual Funds in which the Aggressive  Growth,
Asset Allocation,  Balanced, Bond, Capital Value, Government Securities, Growth,
International,  MidCap,  Money  Market,  AIM V.I.  Growth,  AIM V.I.  Growth and
Income, AIM V.I. Value and Fidelity VIP Growth 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  Mutual  Fund in which  the  division  invests  was first
offered.  The  hypothetical  performance  from the date of the  inception of the
Mutual Fund in which the division  invests is  calculated by reducing the actual
performance  of the  underlying  Mutual  Fund 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. The AIM V.I.  Growth,  AIM V.I.  Growth and Income,  AIM V.I.
Value,  Fidelity VIP II  Contrafund  and  Fidelity  VIP Growth  divisions of the
Separate  Account  were not offered  until July 30, 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 Mutual Fund'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 accumulated value.

VOTING RIGHTS

The Company votes shares of the Principal  Variable  Contracts  Fund,  Inc., AIM
V.I. Growth Fund, AIM V.I. Growth and Income Fund, AIM V.I. Value Fund, Fidelity
Variable  Insurance  Products Fund and Fidelity Variable Insurance Products Fund
II held in the  Separate  Account at meetings of  shareholders  of those  Mutual
Funds.  It follows your voting  instructions  if you have an  investment  in the
corresponding division of the Separate Account.

The  number  of  Mutual  Fund  shares  in which  you have a voting  interest  is
determined  by your  investments  in a Mutual  Fund as of a "record  date."  The
record date is set by the Mutual Fund within the requirements of the laws of the
state which govern the various  Mutual  Funds.  The number of Mutual Fund shares
held in the Separate  Account  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  Mutual  Fund.  Shares  for which  owners  are
entitled  to give  voting  instructions,  but for which none are  received,  and
shares of the Mutual Fund owned by the Company are voted in the same  proportion
as the total shares for which voting instructions have been received.

Voting  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 Mutual Fund shares
held in Separate  Account B need not be voted pursuant to instructions  received
from  owners,  then the Company may vote Mutual Fund shares held in the Separate
Account 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 DCA Plus  Accounts and 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 surrender.
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 purchase  payments is taxed as ordinary
          income. The remainder of each annuity payment is not taxed.
     o    After the  purchase  payment(s)  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.

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.

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
annuitant.

IRA, SEP, and SIMPLE-IRA
The Contract may be used to fund IRAs,  SEPs, and  SIMPLE-IRAs.  The Company and
Princor may receive a portion of the Fidelity Variable Insurance Products Funds'
expenses for recordkeeping, marketing and distribution services.

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 (subject to applicable state law). 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.

If you are purchasing this Contract to fund a tax qualified retirement plan, you
should be aware that the  tax-deffered  accrual  feature is  available  with any
qualified  investment  vehicle  within a  qualified  plan and is NOT unique to a
variable annuity.  This Contract provides  additional  benefits such as lifetime
income options, death benefit protection and guaranteed expense levels.

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."  The tax is
increased to 25% in the case of distributions  from SIMPLE-IRAs during the first
two years of participation.
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 or
tax-sheltered  annuity, you may maintain the tax deferred status of the money by
rolling  it  into  a  "Rollover   Individual   Retirement  Annuity."  Generally,
distributions  from a  qualified  plan  are  subject  to  mandatory  income  tax
withholding at a rate of 20%, unless the participant  elects a direct  rollover.
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.

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 Mutual Fund must, as
of the end of each calendar quarter or within 30 days  thereafter,  have no more
than  55%  of its  assets  invested  in  any  one  investment,  70%  in any  two
investments,  80% in any  three  investments  and 90% in any  four  investments.
Failure of a Mutual Fund to meet the  diversification  requirements could result
in tax liability to non-qualified Contract holders.

The investment opportunities of the Mutual Funds 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
Karen Shaff, General Counsel and Senior Vice President.

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 the annuity  service office.  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 consolidated  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,
1-800-852-4450.

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
                            Principal Financial Group
                                  P.O. Box 9382
                           Des Moines, Iowa 50306-9382
                            Telephone: 1-800-852-4450
<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: 1-800-852-4450








                                TABLE OF CONTENTS


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

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

Taxation Under Certain Retirement Plans..................................    6

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.,  AIM V.I.
Growth Fund,  AIM V.I.  Growth and Income Fund,  AIM V.I.  Value Fund,  Fidelity
Variable Insurance Products Fund, and Fidelity Variable Income Products Fund II.
Effective  January 1, 1998 the Mutual Funds which  correspond to Accounts of the
Principal Variable Contracts Fund, Inc. were reorganized as follows:

        Old Mutual Fund Name                       New Corresponding Name
        --------------------                       ----------------------
                                                Principal Variable Contracts
                                                Fund, Inc.
  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


These  Accounts,  along with AIM V.I.  Growth Fund,  AIM V.I.  Growth and Income
Fund, AIM V.I. Value Fund and Fidelity VIP Growth Portfolio  Service Class, 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 Mutual Fund in which such Division  invests
was first  offered.  Because  Service  Class  shares for the Fidelity VIP Growth
Division were not offered until November 3, 1997,  performance shown for periods
prior to that date represent the historical  results of Initial Class shares and
do not  include  the  effects  of the  Service  Class'  higher  annual  fees and
expenses. The hypothetical  performance from the date of inception of the Mutual
Fund in which the Division invests is derived by reducing the actual performance
of the  underlying  Mutual Fund 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 Mutual
Fund'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.

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  under
the  Contract in the  Division  over a seven-day  period  (which  period will be
stated in the  advertisement).  This income is then  "annualized."  That is, the
amount of income  generated by the investment  during that week is assumed to be
generated  each week over a 52-week  period and is shown as a percentage  of the
investment.  The "effective yield" is calculated similarly but, when annualized,
the income earned by an investment in the Division is assumed to be  reinvested.
The "effective  yield" will be slightly  higher than the "yield"  because of the
compounding  effect  of  this  assumed  reinvestment.  Neither  yield  quotation
reflects a sales load deducted from purchase payments which, if included,  would
reduce the "yield" and "effective yield."

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

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

Following  are the  hypothetical  average  annual  total  returns for the period
ending  December  31, 1999  assuming  the  Contract  had been  offered as of the
effective dates of the underlying Mutual Funds in which the Divisions invest:
<TABLE>
<CAPTION>
                                                  With Surrender Charge                Without Surrender Charge

           Division                     One Year       Five Year       Ten Year       One Year       Five Year       Ten Year
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>           <C>             <C>             <C>            <C>
Aggressive Growth Division                31.74%          30.07%        27.01%(1)       37.74%          30.34%         27.19%(1)
Asset Allocation Division                 11.98           14.06         12.56(1)        17.98           14.53          12.87(1)
Balanced Division                         (4.91)          11.80          9.94            1.09           12.31           9.94
Bond Division                             (9.83)           5.72          6.38           (3.83)           6.35           6.38
Capital Value Division                   (11.51)          15.95         11.48           (5.51)          16.39          11.48
Government Securities Division            (7.56)           5.96          6.36           (1.56)           6.58           6.36
Growth Division                            8.96           18.52         17.19(2)        14.96           18.92          17.44(2)
International Division                    18.34           15.35         12.66(2)        24.34           15.80          12.96(2)
International SmallCap Division           85.38            N/A           N/A            91.38            N/A            N/A
MicroCap Division                         (8.33)           N/A           N/A            (2.33)           N/A            N/A
MidCap Division                            5.61           15.65         13.87           11.61           16.10          13.87
MidCap Growth Division                     3.27            N/A           N/A             9.27            N/A            N/A
Money Market Division                     (2.51)           3.14          3.63            3.49            3.84           3.63
Real Estate Division                     (11.69)           N/A           N/A            (5.69)           N/A            N/A
SmallCap Division                         35.77            N/A           N/A            41.77            N/A            N/A
SmallCap Growth Division                  87.23            N/A           N/A            93.23            N/A            N/A
SmallCap Value Division                   13.91            N/A           N/A            19.91            N/A            N/A
Stock Index 500 Division                   2.01(3)         N/A           N/A             8.01(3)         N/A            N/A
Utilities Division                        (5.01)           N/A           N/A             0.99            N/A            N/A
AIM V.I. Growth Division                  27.54           27.72         21.27(4)        33.54           28.02          21.37(4)
AIM V.I. Growth and Income Division       26.57           26.26         22.72(2)        32.57           26.57          22.93(2)
AIM V.I. Value Division                   22.27           25.31         21.41(4)        28.27           25.64          21.51(4)
Fidelity VIP II Contrafund Division       16.58           26.63(5)       N/A            22.58           26.95(5)        N/A
Fidelity VIP Growth Division              29.56           27.76         18.38           35.56           28.06          18.38
<FN>
 (1) Partial period beginning June 1, 1994.
 (2) Partial period beginning May 2, 1994.
 (3) Partial period beginning May 3, 1999.
 (4) Partial period beginning May 5, 1993.
 (5) Partial period beginning January 31, 1995.
</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 1/2 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 1/2 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 owner attains age 70 1/2, and such  distributions must be made over
a period that does not exceed the life expectancy of the owner (or the owner 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 owner dies before
his or her entire  interest in the  Contract has been  distributed,  the owner'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 Internal Revenue Code (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
employee's  compensation,  or (3)  $6,000,  if  the  employer  contributes  on a
matching basis; or the lesser of: (1) 2% of the employee's 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  employee's  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 employee's  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 income-tax 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 1/2,  dies,  becomes  disabled,  or uses  the  funds  for
first-time home buyer expenses at the time of distribution. The five-year period
for converted amounts begins from the year of the conversion.




                                     PART C
                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

          (a)    Financial Statements included in the Registration Statement
                 (1)   Part A:*

                 (2)   Part B:
                        Principal Life Insurance Company Separate
                        Account B*

         (b)    Exhibits
                (1)    Board Resolution of Registrant (Filed 5/5/99)
                (3a)   Distribution Agreement (Filed 3/1/96)
                (3b)   Selling Agreement (Filed 4/20/99)
                (4a)   Form of Variable Annuity Contract (Filed 3/1/96)
                (4b)   Form of Variable Annuity Contract (Filed 3/1/96)
                (5)    Form of Variable Annuity Application (Filed 3/1/96)
                (6a)   Articles of Incorporation of the Depositor (Filed 3/1/96)
                (6b)   Bylaws of Depositor (Filed 3/1/96)
                (9)    Opinion of Counsel (Filed 3/1/96)
                (10a)  Consent of Ernst & Young LLP*
                (10b)  Powers of Attorney
                (13a)  Total Return Calculation (Filed 12/16/97)
                (13b)  Annualized Yield for Separate Account B (Filed 12/16/97)

*    To be filed by amendment.

<PAGE>
Item 25.  Officers and Directors of the Depositor

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

            DIRECTORS:                       Principal
            Name, Positions and Offices      Business Address

            BETSY J. BERNARD                 U.S. West
            Director                         1801 California Street
            Member, Nominating Committee     52nd Floor
                                             Denver, CO  80202

            JOCELYN CARTER-MILLER            Motorola, Inc.
            Director                         1000 Corporate Drive
            Member, Audit Committee          Suite 700
                                             Ft. Lauderdale, FL  33334

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

            C. DANIEL GELATT, JR.            NMT Corporation
            Director                         2004 Kramer Street
            Member, Executive Committee      La Crosse, WI  54603
              Chair, Human Resources
              Committee

            J. BARRY GRISWELL                The Principal Financial Group
            Director, President              Des Moines, IA  50392
            and Chief Executive Officer

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

            CHARLES S. JOHNSON               Pioneer Hi-Bred International, Inc.
            Director                         400 Locust, Ste. 700 Capital Square
            Member, Audit Committee          Des Moines, IA 50309

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

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

            VICTOR. H. LOEWENSTEIN           Egon Zehnder International
            Director                         350 Park Avenue - 8th Floor
            Member, Nominating               New York, NY  10022
              Committee

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

            Federico F. Pena                 Vestar Capital Partners
            Member, Audit                    1225 17th Street, Ste 1660
              Committee                      Denver, CO  80202

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

            DONALD M. STEWART                The College Board
            Director                         45 Columbus Avenue
            Member, Human Resources          New York, NY  10023-6992
              Committee

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

            FRED W. WEITZ                    Essex Meadows, Inc.
            Director                         800 Second Avenue, Suite 150
            Member, Human Resources          Des Moines, IA  50309
              Committee

            Executive Officers (Other than Directors):

            JOHN E. ASCHENBRENNER            Executive Vice President

            PAUL S. BOGNANNO                 Senior Vice President

            GARY M. CAIN                     Senior Vice President

            C. ROBERT DUNCAN                 Senior Vice President

            DENNIS P. FRANCIS                Senior Vice President

            MICHAEL H.GERSIE                 Executive Vice President and
                                               Chief Financial Officer

            THOMAS J. GRAF                   Senior Vice President

            ROBB B. HILL                     Senior Vice President

            DANIEL J. HOUSTON                Senior Vice President

            ELLEN Z. LAMALE                  Senior Vice President and
                                             Chief Actuary

            MARY A. O'KEEFE                  Senior Vice President

            RICHARD L. PREY                  Senior Vice President

            KAREN E. SHAFF                   Senior Vice President and
                                             General Counsel

            ROBERT A. SLEPICKA               Senior Vice President

            NORMAN R. SORENSEN               Senior Vice President

            CARL C. WILLIAMS                 Senior Vice President and Chief
                                             Information Officer

            LARRY D. ZIMPLEMAN               Senior Vice President

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

          Principal   Financial   Services,   Inc.  (an  Iowa   corporation)  an
          intermediate  holding company organized pursuant to Section 512A.14 of
          the Iowa Code.

          Subsidiaries   wholly-owned  by  Principal   Financial  Services, Inc.

          a.   Principal  Life  Insurance  Company (an Iowa  corporation) a life
               group, pension and individual insurance company.

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

          c.   PFG Do Brasil LTDA (Brazil) a Brazilian holding company.

          d.   Principal Financial Services  (Australia),  Inc. (an Iowa holding
               company)  formed to facilitate the  acquisition of the Australian
               business of BT Australia.

          e.   Principal Financial Services (NZ), Inc. (an Iowa holding company)
               formed to facilitate the acquisition of the New Zealand  business
               of BT Australia.

          f.   Principal Capital Management  (Singapore)  Limited  (a  Singapore
               asset management company).

          g.   Principal Capital  Management  (Europe) Limited a fund management
               company.

          h.   Principal Capital Management  (Ireland) Limited a fund management
               company.

          i.   Principal Financial Group Investments (Australia) Pty Limited.

          Subsidiary wholly-owned by Princor Financial Services Corporation:

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

          Subsidiary wholly-owned by PFG Do Brasil LTDA

          a.   Brasilprev    Previdencia   Privada    S.A.(Brazil)   a   pension
               administration company.

          Subsidiary wholly-owned by Principal Financial Services (Australia),
          Inc.:

          a.   Principal  Financial  Group  (Australia)  Holdings  Pty  Ltd.  an
               Australian  holding  company  organized  in  connection  with the
               contemplated acquisition of BT Australia Funds Management.

          Subsidiary  wholly-owned  by  Principal  Financial  Group  (Australia)
          Holdings Pty Ltd:

          a.   Principal  Financial  Group  (Australia)  Pty Ltd.  an  Australia
               holding   company   organized  on  connection  the   contemplated
               acquisition of BT Australia Funds Management.

          Subsidiary  wholly-owned by Principal  Financial Group (Australia) Pty
          Ltd:

          a.   BT  International  (Australia)  Limited  (an  Australian  holding
               company).

          Subsidiary wholly-owned by BT Investment (Australia) Limited:

          a.   Bankers Trust Australia Limited (an Australian holding company).

          Subsidiary wholly-owned by Bankers Trust Australia Limited:

          a.   BT Financial Group Limited an asset management company.

          Subsidiaries wholly-owned by BT Financial Group Limited:

          a.   BT Life Limited a commercial and investment linked life insurance
               company.

          b.   BT Funds  Management  Limited (an Australian  financial  services
               company).

          c.   BT  Funds  Management   (International)  Limited  (an  Australian
               financial services company).

          d.   BT  Securities   Limited  (an   Australian   financial   services
               company).

          e.   BT (Queensland) Pty Limited (an Australian  financial  services
               company).

          f.   BT Portfolio Services Pty Limited (an Australian financial
               services company).

          g.   BT  Australia  Corporate  Services  Pty  Limited  a holding
               company.

          h.   Oniston Pty Ltd (an Australian financial services company).

          i.   QV1 Pty Limited

          Subsidiaries wholly-owned by BT Portfolio Services Limited:

          a.   BT Custodial  Services Pty Ltd (an Australian  financial services
               company).

          b.   National  Registry  Services Pty Ltd. (an  Australian  financial
               services company).

          c.   National  Registry  Services  (WA)  Pty  Limited  (an  Australian
               financial services company).

          d.   BT  Finance  &  Investments  Pty  Ltd  (an  Australian  financial
               services company).

          Subsidiaries organized and wholly-owned by BT Australia  Corporate
          Services Pty Limited:

          a.   BT Finance Pty Limited (an Australian financial services
               company).

          b.   Chifley  Services Pty Limited (an Australian  financial  services
               company).

          c.   BT  Nominees  Pty  Limited  (an  Australian   financial  services
               company).

          Subsidiary organized and wholly-owned by BT Funds Management Limited:

          a.   BT Tactical Asset  Management  Limited (an  Australian  financial
               services company).

          Subsidiary organized and wholly-owned by Principal  Financial Services
          (NZ), Inc.

          a.   BT Financial Group (NZ) Limited (a New Zealand holding company).

          b.   BT Hotel Group Pty Limited

          c.   BT Custodians Limited a manager and trustee of various unit
               trusts.

          d.   Dellarak Pty Limited a trustee company.

          Subsidiary  organized and  wholly-owned  by BT Financial Group (NZ)
          Limited:

          a.   BT  Portfolio  Service  (NZ)  Limited  (a New  Zealand  financial
               services company).

          b.   BT New Zealand Nominees Limited (a New Zealand financial services
               company).

          c.   BT  Funds  Management  (NZ)  Limited  (a  New  Zealand  financial
               services company).

          Subsidiary  organized and  wholly-owned  by Principal Financial Group
          Investments (Australia) Pty Limited:

          a.   Principal Hotels Holdings Pty Ltd. a holding company.

          Subsidiary  organized and  wholly-owned  by Principal Hotels Holdings
          Pty Ltd.:

          a.   Principal Hotels Australia Pty Ltd. a holding company.

          Subsidiary  organized and  wholly-owned  by Principal Hotels Australia
          Pty Ltd.:

          a.   BT Hotel Limited

          Principal Life Insurance  Company  sponsored the  organization  of the
          following mutual funds,  some of which it controls by virtue of owning
          voting securities:

               Principal  Balanced Fund, Inc.(a Maryland  Corporation)  0.15% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on January 31, 2000.

               Principal Blue Chip Fund, Inc.(a Maryland  Corporation)  0.80% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on January 31, 2000.

               Principal Bond Fund, Inc.(a Maryland Corporation) 0.67% of shares
               outstanding owned by Principal Life Insurance Company  (including
               subsidiaries and affiliates) on January 31, 2000.

               Principal  Capital  Value Fund,  Inc.  (a  Maryland  Corporation)
               24.72% of  outstanding  shares owned by Principal  Life Insurance
               Company  (including  subsidiaries and  affiliates)on  January 31,
               2000.

               Principal Cash  Management  Fund,  Inc. (a Maryland  Corporation)
               5.73% of  outstanding  shares owned by Principal  Life  Insurance
               Company  (including  subsidiaries and affiliates)  on January 31,
               2000.

               Principal  Government  Securities  Income Fund,  Inc. (a Maryland
               Corporation)  0.03% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               January 31, 2000.

               Principal  Growth Fund,  Inc. (a Maryland  Corporation)  0.37% of
               outstanding  shares owned by  Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on January 31, 2000.

               Principal High Yield Fund, Inc. (a Maryland  Corporation)  7.80%
               of shares  outstanding  owned by Principal Life Insurance Company
               (including subsidiaries and affiliates) on January 31, 2000.

               Principal  International  Emerging Markets Fund, Inc. (a Maryland
               Corporation) 34.31% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               January 31, 2000.

               Principal  International  Fund,  Inc.  (a  Maryland  Corporation)
               24.74% of shares  outstanding  owned by Principal  Life Insurance
               Company  (including  subsidiaries and affiliates) on January 31,
               2000.

               Principal   International   SmallCap   Fund,   Inc.  (a  Maryland
               Corporation) 31.00% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               January 31, 2000.

               Principal  Limited Term Bond Fund, Inc. (a Maryland  Corporation)
               21.85% of shares outstanding  owned by Principal  Life  Insurance
               Company  (including  subsidiaries and  affiliates) on January 31,
               2000.

               Principal   LargeCap   Stock   Index   Fund,   Inc.  (a  Maryland
               Corporation)  100.00% of shares  outstanding  owned by  Principal
               Life Insurance Company (including subsidiaries and affiliates) on
               January 31, 2000.

               Principal  MidCap Fund,  Inc. (a Maryland  Corporation)  0.79% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on January 31, 2000

               Principal  Partners   Aggressive  Growth  Fund,  Inc.(a  Maryland
               Corporation) 12.91% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               January 31, 2000

               Principal   Partners   LargeCap  Growth  Fund,   Inc.(a  Maryland
               Corporation)  100.00% of shares  outstanding  owned by  Principal
               Life Insurance Company (including subsidiaries and affiliates) on
               January 31, 2000

               Principal   Partners   MidCap   Growth  Fund,   Inc.(a   Maryland
               Corporation)  100.00% of shares  outstanding  owned by  Principal
               Life Insurance Company (including subsidiaries and affiliates) on
               January 31, 2000

               Principal Real Estate Fund, Inc. (a Maryland  Corporation) 62.40%
               of shares  outstanding  owned by Principal Life Insurance Company
               (including subsidiaries and affiliates) on January 31, 2000

               Principal SmallCap Fund, Inc.(a Maryland  Corporation)  13.73% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on January 31, 2000.

               Principal  Special  Markets Fund,  Inc. (a Maryland  Corporation)
               83.47%  of  shares  outstanding  of  the  International  Emerging
               Markets  Portfolio,  43.49%  of  the  shares  outstanding  of the
               International Securities Portfolio,  98.66% of shares outstanding
               of the  International  SmallCap  Portfolio and 100% of the shares
               outstanding  of the  Mortgage-Backed  Securities  Portfolio  were
               owned by Principal Life Insurance Company (including subsidiaries
               and affiliates) on January 31, 2000

               Principal  Tax-Exempt  Bond Fund,  Inc. (a Maryland  Corporation)
               0.05% of shares  outstanding  owned by Principal  Life  Insurance
               Company  (including subsidiaries and affiliates)  on January 31,
               2000.

               Principal Utilities Fund, Inc. (a Maryland  Corporation) 0.27% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on January 31, 2000.

               Principal Variable Contracts Fund, Inc. (a Maryland  Corporation)
               100% of shares  outstanding  of the following  Accounts  owned by
               Principal  Life  Insurance  Company and its Separate  Accounts on
               January 31, 2000: Aggressive Growth, Asset Allocation,  Balanced,
               Blue Chip, Bond, Capital Value,  Government  Securities,  Growth,
               High  Yield,  International,   International  SmallCap,  LargeCap
               Growth,  MicroCap,  MidCap,  MidCap Growth,  MidCap Value,  Money
               Market, Real Estate,  SmallCap,  SmallCap Growth,  SmallCap Value
               Stock Index 500, and Utilities.

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

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

          b.   PT Asuransi Jiwa Principal Indonesia (an Indonesia Corporation) a
               life  insuranced  corporation  which offers group and  individual
               products.

          c.   Principal Development  Investors,  LLC (a Delaware Corporation) a
               limited liability company engaged in acquiring and improving real
               property through development and redevelopment.

          d.   Principal  Capital  Management,  LLC (a Delaware  Corporation)  a
               limited  liability  company that provides  investment  management
               services.

          e.   Principal Net Lease  Investors,  LLC (a Delaware  Corporation)  a
               limited liability company which operates as a buyer and seller of
               net leased investments.

          Subsidiaries wholly-owned by Principal Capital Management, LLC:

          a.   Principal Structured Investments,  LLC (a Delaware Corporation) a
               limited  liability  company  that  provides  product  development
               administration,   marketing   and   asset   management   services
               associated with stable value products together with other related
               institutional    financial   services   including    derivatives,
               asset-liability  management,  fixed income investment  management
               and ancillary money management products.

          b.   Principal  Enterprise  Capital,  LLC (a Delaware  Corporation)  a
               company engaged in the operation of nonresidential buildings.

          c.   Principal Commercial  Acceptance,  LLC (a Delaware Corporation) a
               limited  liability  company involved in purchasing,  managing and
               selling commercial real estate assets in the secondary market.

          d.   Principal Real Estate Investors,  LLC (a Delaware  Corporation) a
               registered investment advisor.

          e.   Principal  Commercial  Funding,  LLC (a Delaware  Corporation)  a
               correspondent lender and service provider for loans.

          f.   Principal Real Estate  Services,  LLC (a Delaware  Corporation) a
               limited  liability  company which acts as a property  manager and
               real estate service provider.

          Subsidiaries wholly-owned by Principal Holding Company:

          a.   Principal  Bank (a Federal  Corporation)  a  Federally  chartered
               direct delivery savings bank.

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

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

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

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

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

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

          h.   HealthRisk   Resource  Group,   Inc.  (an  Iowa   Corporation)  a
               management services organization.

          i.   Invista  Capital   Management,   LLC  (an  Iowa   Corporation)  a
               registered investment adviser.

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

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

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

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

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

          o.   Principal Product Network, Inc. (a Delaware corporation) an
               insurance broker.

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

          q.   Dental-Net,  Inc.  (an Arizona  Corporation)  holding  company of
               Employers  Dental  Services;   a  managed  dental  care  services
               organization. HMO and dental group practice.

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

          s.   Delaware  Charter  Guarantee  &  Trust  Company,   d/b/a  Trustar
               Retirement  Services (a  Delaware  Corporation)  a  nondepository
               trust company.

          t.   Professional  Pensions,   Inc.  (a  Connecticut   Corporation)  a
               corporation  engaged in sales,  marketing and  administration  of
               group  insurance  plans and  serves as a record  keeper and third
               party  administrator  for various clients'  defined  contribution
               plans.

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

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

          Subsidiaries  organized and  wholly-owned  by PT Asuransi Jiwa
          Principal Indonesia:

          a.   PT Jasa Principal Indonesia a defined benefit pension company.

          b.   PT Principal Capital Management Indonesia a fund management
               company.

          Subsidiary wholly-owned by Invista Capital Management, LLC:

          a.   Principal  Capital - Invista  Trust.  (a Delaware  Corporation) a
               business   trust  and   private   investment   company   offering
               non-registered units, initially, to tax-exempt entities.

         Subsidiary wholly-owned by Principal Residential Mortgage, Inc.:

          a.   Principal  Wholesale  Mortgage,  Inc.  (an  Iowa  Corporation)  a
               brokerage and servicer of residential mortgages.

          b.   Principal Mortgage Reinsurance Company (a Vermont corporation)
               a mortgage reinsurance company.

          Subsidiaries wholly-owned by The Admar Group, Inc.:

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

          Subsidiaries wholly-owned by Dental-Net, Inc.

          a.   Employers  Dental  Services,  Inc.  (an  Arizona  corporation)  a
               prepaid dental plan organization.

          Subsidiaries wholly-owned by Professional Pensions, Inc.:

          a.   Benefit Fiduciary Corporation (a Rhode Island corporation) serves
               as a corporate trustee for retirement trusts.

          b.   PPI Employee Benefits  Corporation (a Connecticut  corporation) a
               registered   broker-dealer  pursuant  to  Section  15(b)  of  the
               Securities  Exchange Act an a member of the National  Association
               of  Securities  Dealers  (NASD),  limited to the sale of open-end
               mutual funds and variable insurance products.

          c.   Boston  Insurance  Trust,  Inc.  (a  Massachusetts   corporation)
               authorized  by charter to serve as a trustee in  connection  with
               multiple-employer  group life insurance  trusts or  arrangements,
               and to generally  participate in the  administration of insurance
               trusts.

          Subsidiaries wholly-owned by Principal International, Inc.:

          a.   Principal  International Espana, S.A. de Seguros de Vida (a Spain
               Corporation)  a  life  insurance  company   (individual   group),
               annuities and pension.

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

          c.   Principal  International  Argentina,  S.A. (an Argentina services
               corporation).

          d.   Principal  Asset  Management  Company  (Asia) Ltd.  (Hong Kong) a
               corporation which manages pension funds.

          e.   Principal  International Asia Limited (a Hong Kong Corporation) a
               corporation operating as a regional headquarters for Asia.

          f.   Principal  Insurance  Company  (Hong  Kong)  Limited (a Hong Kong
               Corporation) group life and group pension products.

          g.   Principal Trust Company (Asia) Limited (an Asia trust company).

          h.   Principal  International de Chile,  S.A. (a Chile  Corporation) a
               holding company.

          i.   Principal  Mexico  Compania  de  Seguros,  S.A. de C.V. (a Mexico
               Corporation) a life  insurance  company  (individual  and group),
               personal accidents.

          j.   Principal Pensiones, S.A. de C.V. (a Mexico Corporation) a single
               premium annuity.

          k.   Principal Afore, S.A. de C.V. (a  Mexico Corporation), a  pension
               administration company.

          l.   Principal   Consulting   (India)   Private   Limited   (an  India
               corporation) an India consulting company.

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

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

          Subsidiary  wholly-owned  by Principal  International  (Asia)  Limited
          (Hong Kong):

          a.   BT Funds Management  (Asia) Limited (Hong Kong)(a Hong Kong
               Corporation) an asset management company.

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

          a.   Principal  Retiro  Compania  de  Seguros  de  Retiro,   S.A.  (an
               Argentina  Corporation)  an individual  annuity/employee  benefit
               company.

          b.   Principal   Life   Compania  de  Seguros,   S.A.  (an   Argentina
               Corporation) a life insurance company.

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

          a.   Principal  Compania  de  Seguros  de Vida  Chile  S.A.  (a  Chile
               Corporation) life insurance and annuity company.

          Subsidiary wholly-owned by Principal Compania de Seguros de Vida Chile
          S.A.:

          a.   Andueza  &  Principal   Creditos   Hipotecarios   S.A.  (a  Chile
               Corporation) a residential mortgage company.

          Subsidiary wholly-owned by Principal Afore, S.A. de C.V.:

          a.   Siefore  Principal,  S.A.  de  C.V.  (a  Mexico  Corporation)  an
               investment fund company.

Item 27.  Number of Contractowners - As of: December 31, 1999

                     (1)                          (2)               (3)
                                             Number of Plan      Number of
          Title of Class                      Participants     Contractowners
          --------------                     --------------    --------------
          BFA Variable Annuity Contracts           76                 8
          Pension Builder Contracts               571               325
          Personal Variable Contracts            5548               127
          Premier Variable Contracts            22384               266
          Flexible Variable Annuity Contract    39884             39884
          Freedom Variable Annuity Contract       218               218

Item 28.  Indemnification

               None

Item 29.       Principal Underwriters

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

     (b)      (1)                 (2)
                               Positions
                               and offices
  Name and principal           with principal
  business address             underwriter

  John E. Aschenbrenner        Director
  The Principal
  Financial Group
  Des Moines, IA  50392

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

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

  Michael J. Beer              Executive Vice President
  The Principal
  Financial Group
  Des Moines, IA 50392

  Jerald L. Bogart             Insurance License Officer
  The Principal
  Financial Group
  Des Moines, IA 50392

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

  Ralph C. Eucher              Director and President
  The Principal
  Financial Group
  Des Moines, IA  50392

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

  Dennis P. Francis            Director
  The Principal
  Financial Group
  Des Moines, IA  50392

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

  Ernest H. Gillum             Vice President-
  The Principal                Compliance and Product
  Financial Group              Development
  Des Moines, IA 50392

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

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

  Susan R. Haupts              Marketing Officer
  The Principal
  Financial Group
  Des Moines, IA 50392

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

  Kraig L. Kuhlers             Marketing Officer
  The Principal
  Financial Group
  Des Moines, IA 50392

  Ellen Z. Lamale              Director
  The Principal
  Financial Group
  Des Moines, IA  50392

  Julia M. Lawler              Director
  The Principal
  Financial Group
  Des Moines, IA  50392

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

  Kelly A. Paul                Systems & Technology
  The Principal                Officer
  Financial Group
  Des Moines, IA 50392

  Elise M. Pilkington          Assistant Director -
  The Principal                Retirement Consulting
  Financial Group
  Des Moines, IA  50392

  Richard L. Prey              Director
  The Principal
  Financial Group
  Des Moines, IA  50392

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

  Martin R. Richardson         Operations Officer-
  The Principal                Broker/Dealer Services
  Financial Group
  Des Moines, IA  50392

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

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

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

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

  Minoo Spellerberg            Compliance Officer
  The Principal
  Financial Group
  Des Moines, IA  50392

           (c)        (1)                       (2)

                                      Net Underwriting
            Name of Principal           Discounts and
               Underwriter               Commissions

            Princor Financial           $12,331,736.46
            Services Corporation

                   (3)                       (4)                 (5)

             Compensation on             Brokerage
                Redemption              Commissions         Compensation

                     0                       0                    0


Item 30.  Location of Accounts and Records

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

Item 31.  Management Services

          Inapplicable

Item 32.  Undertakings

          The Registrant  undertakes to file a post-effective  amendment to this
          registration  statement as  frequently  as is necessary to ensure that
          the audited  financial  statements in the  registration  statement are
          never  more  than 16  months  old for so long as  payments  under  the
          variable annuity contracts may be accepted.

          The  Registrant  undertakes  to  include  either  (1) as  part  of any
          application to purchase a contract offered by the prospectus,  a space
          that an  applicant  can check to  request a  Statement  of  Additional
          Information,  or (2) a post  card  or  similar  written  communication
          affixed to or included in the prospectus that the applicant can remove
          to send for a Statement of Additional Information.

          The  Registrant  undertakes  to deliver any  Statement  of  Additional
          Information and any financial statements required to be made available
          under this Form promptly upon written or oral request.

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

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

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant,  Principal Life Insurance  Company Separate
Account B,  certifies  that it meets the  requirements  of  Securities  Act Rule
485(b) for effectiveness of the Registration  Statement and has duly caused this
Amendment  to the  Registration  Statement  to be  signed  on its  behalf by the
undersigned thereto duly authorized in the City of Des Moines and State of Iowa,
on the 28th day of February, 2000

                         PRINCIPAL LIFE INSURANCE COMPANY
                         SEPARATE ACCOUNT B

                                 (Registrant)


                         By:  PRINCIPAL LIFE INSURANCE COMPANY

                                 (Depositor)

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

Attest:

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


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

Signature                          Title                           Date

/s/ D. J. Drury                Chairman and                   February 28, 2000
- --------------------           Director
D. J. Drury


/s/ D. C. Cunningham           Vice President and             February 28, 2000
- --------------------           Controller (Principal
D. C. Cunningham               Accounting Officer)


/s/ M. H. Gersie               Executive Vice President and    February 28, 2000
- --------------------           Chief Financial Officer
M. H. Gersie                   (Principal Financial Officer)


  (B. J. Bernard)*             Director                       February 28, 2000
- --------------------
B. J. Bernard


  (J. Carter-Miller)*          Director                       February 28, 2000
- --------------------
J. Carter-Miller


  (C. D. Gelatt, Jr.)*         Director                       February 28, 2000
- --------------------
C. D. Gelatt, Jr.


  (J. B. Griswell)*            Director                       February 28, 2000
- --------------------
J. B. Griswell


  (G. D. Hurd)*                Director                       February 28, 2000
- --------------------
G. D. Hurd


  (C. S. Johnson)*             Director                       February 28, 2000
- --------------------
C. S. Johnson


  (W. T. Kerr)*                Director                       February 28, 2000
- --------------------
W. T. Kerr


  (L. Liu)*                    Director                       February 28, 2000
- --------------------
L. Liu


  (V. H. Loewenstein)*         Director                       February 28, 2000
- --------------------
V. H. Loewenstein


  (R. D. Pearson)*             Director                       February 28, 2000
- --------------------
R. D. Pearson


  (F. F. Pena)*                Director                       February 28, 2000
- --------------------
F. F. Pena


  (J. R. Price)*               Director                       February 28, 2000
- --------------------
J. R. Price, Jr.


  (D. M. Stewart)*             Director                       February 28, 2000
- --------------------
D. M. Stewart


  (E. E. Tallett)*             Director                       February 28, 2000
- --------------------
E. E. Tallett


  (F. W. Weitz)*               Director                       February 28, 2000
- --------------------
F. W. Weitz


                           *By    /s/ David J. Drury
                                  ------------------------------------
                                  David J. Drury
                                  Chairman



                                  Pursuant to Powers of Attorney
                                  Previously Filed or Included Herein


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that the undersigned director of Principal Life
Insurance Company,  an Iowa corporation (the "Company"),  hereby constitutes and
appoints D. J. Drury, J. B. Griswell,  G. R. Narber and J. N. Hoffman,  and each
of them (with full power to each of them to act alone),  the undersigned's  true
and lawful  attorney-in-fact and agent, with full power of substitution to each,
for and on behalf  and in the  name,  place  and  stead of the  undersigned,  to
execute and file any of the documents referred to below relating to registration
under the  Securities  Act of 1933 with respect to variable  annuity  contracts,
with premiums  received in connection  with such contracts held in the Principal
Life Insurance  Company  Separate Account B on Form N-4 or other forms under the
Securities  Act of  1933,  and  any  and  all  amendments  thereto  and  reports
thereunder  with all exhibits and all  instruments  necessary or  appropriate in
connection therewith, each of said attorneys-in-fact and agents and his or their
substitutes  being empowered to act with or without the others or other,  and to
have  full  power  and  authority  to do or  cause to be done in the name and on
behalf of the  undersigned  each and every act and thing requisite and necessary
or  appropriate  with  respect  thereto to be done in and about the  premises in
order to  effectuate  the same,  as fully to all  intents  and  purposes  as the
undersigned  might or could do in person;  hereby  ratifying and  confirming all
that said  attorneys-in-fact  and agents,  or any of them, may do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this
28th day of February, 2000.


                                             /s/ Federico F. Pena
                                             __________________________
                                                 F. F. Pena




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