PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
N-4, 2000-06-28
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                                                      Registration No. _________


                       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. _____ _____


                                     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)

     Approximate Date of Proposed Public Offering:  As soon as practicable
     after the effective date of the Registration Statement


     Title of Securities Being Registered: Principal Flexible Variable Annuity
     Contract with Purchase Payment Credit
<PAGE>

               PRINCIPAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
                  PRINCIPAL FLEXIBLE VARIABLE ANNUITY CONTRACT
                          WITH PURCHASE PAYMENT CREDIT

                       Registration Statement on Form N-4
                              Cross Reference Sheet

Form N-4 Item                                    Caption in Prospectus

Part A

  1.   Cover Page                                Principal Flexible Variable
                                                 Annuity Contract with
                                                 Purchase Payment Credit

  2.   Definitions                               Glossary

  3.   Synopsis                                  Summary of Expense Information
       Summary

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

  5.   General Description of                    Summary, The Company, The
       Registrant                                Separate Account, Fixed
                                                 Account and DCA Plus Accounts,
                                                 Voting Rights

  6.   Deductions                                Summary, Charges and
                                                 Deductions, Annual Fee,
                                                 Mortality and Expense Risks
                                                 Charge, Purchase Payment Credit
                                                 Rider Charge, Premium Taxes,
                                                 Surrender Charge,
                                                 Administrative Charge, Special
                                                 Provisions for Group or
                                                 Sponsored Arrangements,
                                                 Distribution of the
                                                 Contract

  7.   General Description of                    Summary, Investment Limita-
       Variable Annuity Contract                 tions, Separate Account Invest-
                                                 ment Options, Transfers,
                                                 Surrenders, Charges and
                                                 Deductions, Annuity Payments,
                                                 Death Benefit, Free-Look
                                                 Period, The Separate Account,
                                                 The Contract,To Buy a Contract,
                                                 The Accumulation Period,
                                                 General Provisions, Rights
                                                 Reserved By The Company,

  8.   Annuity Period                            The Accumulation Period, The
                                                 Annuity Payment Period

  9.   Death Benefit                             Death Benefit, The
                                                 Accumulation Period, The
                                                 Annuity Payment Period,
                                                 Mortality and Expense Risks
                                                 Charge,  Delay of Payments,
                                                 Non-Qualified Contracts,
                                                 Required Distributions for Non-
                                                 Qualified Contracts, IRA, SEP
                                                 and Simple-IRA, Rollover IRAs

 10.   Purchase and Contract Value               Summary, Free-Look Period,
                                                 The Contract, To Buy a
                                                 Contract, The Accumulation
                                                 Period, The Annuity Payment
                                                 Period, Exchange Credit,
                                                 Purchase Payment Credit Rider,
                                                 Delay of Payments, Distribution
                                                 of the Contract

 11.   Redemptions                               Summary, Annuity Payments,
                                                 The Accumulation Period,
                                                 Charges and Deductions,
                                                 Annual Fee, Purchase Payment
                                                 Credit Rider Charge,  Delay of
                                                 Payments, Contract Termination

 12.   Taxes                                     Summary, Annuity Payments,
                                                 Federal Tax Matters,
                                                 Non-Qualified Contracts,
                                                 Required Distributions for
                                                 Non-Qualified Contracts, IRA,
                                                 SEP & 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 Flexible
                                                 Variable Annuity Contract with
                                                 Purchase Payment Credit

 16.   Table of Contents                         Table of Contents

 17.   General Information and                   General Information and
       History                                   History

 18.   Services                                  Independent Auditors**,
                                                 Independent Auditors

 19.   Purchase of Securities                    Summary**, To Buy a Contract**
       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 Payments**,
                                                 Delay of Payments**

 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 ____ _, 2000.

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 Separate
Account Divisions  ("Divisions") 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,  Fidelity  Variable  Insurance  Products  Fund Growth
Portfolio and Janus Aspen Series - Service Shares  Aggressive  Growth  Portfolio
(the  "Funds").  The DCA Plus  Accounts and the Fixed  Account are 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 ____ _, 2000, 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.

   As the owner of this Contract,  you may elect a purchase payment credit rider
   with an additional  charge and an associated  9-year surrender charge period.
   The  purchase  payment  credit rider is only  available  when the Contract is
   issued. The portions of this prospectus that specifically pertain to election
   of the purchase payment credit are shown by gray boxes.

   The charges used to recoup our expense of paying the purchase  payment credit
   include the surrender charge and the purchase payment credit rider charge.

   The Contract is available with or without the purchase  payment credit rider.
   There may be  circumstances  where electing the purchase payment credit rider
   is not to your advantage. In certain circumstances,  the amount of the credit
   may be more than  offset by the  charges  associated  with it.  The  Contract
   without the purchase  payment  credit rider has  surrender  charges and total
   Separate  Account annual  expenses that may be lower than the charges for the
   Contract with the purchase payment credit rider. You should consult with your
   sales  representative  to  decide if the  purchase  payment  credit  rider is
   suitable.  In making this  determination,  you and your sales  representative
   should consider the following  factors:
   o  the length of time you plan to own the Contract;
   o  the frequency, amount and timing of any partial surrenders; and
   o  the amount of your purchase payment(s).
   Additionally,  if you decide to return the  Contract  during the  examination
   period,  we will recover the original  purchase  payment credit amount.  As a
   result,  if the value of the purchase  payment credit has declined during the
   examination  period,  then we still  recover the full amount of the  purchase
   payment credit.

The  Contract  provides  an  exchange  credit  that  is  available  to  eligible
purchasers (see Replacement Contracts - Exchange Credit). The exchange credit is
paid for by a  reduction  in  sales  commissions  for  Contracts  sold  with the
exchange credit.  Sales commissions are paid by Contract charges and deductions.
The charges and deductions are neither  proportionally reduced nor increased for
Contracts sold with the exchange credit.

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 Funds. These prospectuses should be kept for future reference.

                                TABLE OF CONTENTS

              GLOSSARY ....................................................    4
              SUMMARY OF EXPENSE INFORMATION...............................    6
              SUMMARY  ....................................................   10
                  Investment Limitations...................................   10
                  Separate Account Investment Options......................   10
                  Transfers................................................   11
                  Surrenders...............................................   11
                  Charges and Deductions...................................   11
                  Annuity Payments.........................................   12
                  Death Benefit............................................   12
                  Examination Period (Free-Look)...........................   12
              CONDENSED FINANCIAL INFORMATION..............................   13
              THE PRINCIPAL FLEXIBLE VARIABLE ANNUITY......................   16
              THE COMPANY..................................................   16
              THE SEPARATE ACCOUNT.........................................   16
              THE UNDERLYING MUTUAL FUNDS..................................   16
              SURPLUS DISTRIBUTIONS........................................   21
              THE CONTRACT.................................................   21
                  To Buy a Contract........................................   21
              Purchase Payments............................................   21
                  Right to Examine the Contract (Free-Look)................   21
                  Replacement Contracts....................................   22
                  Purchase Payment Credit Rider............................   23
                  The Accumulation Period..................................   25
                  Automatic Portfolio Rebalancing (APR)....................   27
                  Telephone Services.......................................   27
                  Direct Dial..............................................   27
                  Internet.................................................   28
                  Surrenders...............................................   28
                  Death Benefit............................................   29
                  The Annuity Payment Period...............................   30
              CHARGES AND DEDUCTIONS.......................................   32
                  Annual Fee...............................................   32
                  Mortality and Expense Risks Charge.......................   33
                  Purchase Payment Credit..................................   33
                  Transaction Fee..........................................   33
                  Premium Taxes............................................   33
                  Surrender Charge.........................................   34
                  Free Surrender Privilege.................................   35
                  Administration Charge....................................   36
                  Special Provisions for Group or Sponsored Arrangements...   36
              FIXED ACCOUNT AND DCA PLUS ACCOUNTS..........................   36
                  Fixed Account............................................   37
                  Fixed Account Accumulated Value..........................   37
                  Fixed Account Transfers, Total and Partial Surrenders....   37
                  Dollar Cost Averaging Plus Program (DCA Plus Program)....   38
              GENERAL PROVISIONS...........................................   39
                  The Contract.............................................   39
                  Delay of Payments........................................   39
                  Misstatement of Age or Gender............................   39
                  Assignment...............................................   39
                  Change of Owner..........................................   39
                  Beneficiary..............................................   40
                  Contract Termination.....................................   40
                  Reinstatement............................................   40
                  Reports..................................................   40
              RIGHTS RESERVED BY THE COMPANY...............................   40
              DISTRIBUTION OF THE CONTRACT.................................   41
              PERFORMANCE CALCULATION......................................   41
              VOTING RIGHTS................................................   41
              FEDERAL TAX MATTERS..........................................   42
                  Non-Qualified Contracts..................................   42
                  Required Distributions for Non-Qualified Contracts.......   43
                  IRA, SEP and SIMPLE-IRA..................................   43
                  Rollover IRAs............................................   44
                  Withholding..............................................   44
              MUTUAL FUND DIVERSIFICATION..................................   44
              STATE REGULATION.............................................   44
              LEGAL OPINIONS...............................................   44
              LEGAL PROCEEDINGS............................................   45
              REGISTRATION STATEMENT.......................................   45
              OTHER VARIABLE ANNUITY CONTRACTS.............................   45
              INDEPENDENT AUDITORS.........................................   45
              FINANCIAL STATEMENTS.........................................   45
              CUSTOMER INQUIRIES...........................................   45
              TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.   45

              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

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 Contract 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 the  Divisions  and/or the
Fixed Account over a specified  period of time.  (Referred to in the Contract as
"Fixed DCA Account.")

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,  including a series or
portfolio thereof, 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  Division  (Division(s) )- a part of the Separate Account which
invests in shares of a Mutual Fund.  (Referred to in the marketing  materials as
"sub-accounts.")

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

Surrender  charge - the charge  deducted upon certain 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 Division 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 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.

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 Mutual  Funds 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  without the  purchase  payment  credit  rider (as a
          percentage of amounts surrendered):

      Table of surrender charges without the purchase payment credit rider

           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%

       o  Surrender  charge  with  the  purchase  payment  credit  rider  (as  a
          percentage of amounts surrendered):

       Table of surrender charges with the purchase payment credit rider

           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)                 8%
              1                                            8%
              2                                            8%
              3                                            8%
              4                                            7%
              5                                            6%
              6                                            5%
              7                                            4%
              8                                            3%
              9 and later                                  0%

       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                   .00

                         total Separate Account annual expenses        1.25%

                      optional purchase payment credit rider charge    0.60%

                         total Separate Account annual expenses
                         with the purchase payment credit rider        1.85%

Annual  expenses of the Mutual Funds (as a percentage  of average net assets) as
of December 31, 1999:

<TABLE>
<CAPTION>
                                                            Management       Other      Rule 12(b)1   Total Annual Expenses
                          Mutual Fund                          Fees        Expenses        Fees         After Reimbursement


         Principal Variable Contracts Fund, Inc.
<S>        <C>                                                 <C>            <C>        <C>                   <C>
           Aggressive Growth                                   0.75%          0.02%         N/A                0.77%
           Asset Allocation                                    0.80           0.05          N/A                0.85
           Balanced                                            0.57           0.01          N/A                0.58
           Bond                                                0.49           0.01          N/A                0.50
           Capital Value                                       0.43(1)        0.00          N/A                0.43
           Government Securities                               0.49           0.01          N/A                0.50
           Growth                                              0.45(1)        0.00          N/A                0.45
           International                                       0.73(1)        0.05          N/A                0.78
           International Emerging Markets
           International SmallCap                              1.20           0.12          N/A                1.32
           LargeCap Growth
           LargeCap Growth Equity
           LargeCap Stock Index                                0.35           0.14          N/A                0.49(2)
           MicroCap                                            1.00           0.28          N/A                1.28(2)
           MidCap                                              0.61           0.00          N/A                0.61
           MidCap Growth                                       0.90           0.19          N/A                1.09(2)
           MidCap Growth Equity
           Money Market                                        0.50           0.02          N/A                0.52
           Real Estate                                         0.90           0.09          N/A                0.99
           SmallCap                                            0.85           0.06          N/A                0.91
           SmallCap Growth                                     1.00           0.07          N/A                1.07(2)
           SmallCap Value                                      1.10           0.34          N/A                1.44(2)
           Utilities                                           0.60           0.04          N/A                0.64

         AIM V.I. Growth Fund                                  0.63           0.10          N/A                0.73
         AIM V.I. Growth and Income Fund                       0.61           0.16          N/A                0.77
         AIM V.I. Value Fund                                   0.61           0.15          N/A                0.76
         Fidelity Variable Insurance Products Fund II
           Fidelity VIP II Contrafund Portfolio-Service Class  0.58           0.10       0.10%(3)              0.78(4)
         Fidelity Variable Insurance Products Fund
           Fidelity VIP Growth Portfolio-Service Class         0.58           0.09       0.10%(3)              0.77(4)
         Janus Aspen Series - Service Shares Aggressive
             Growth Portfolio

<FN>
         (1) As a result of a shareholder  meeting the Account's  management fee
             was modified effective 1/1/2000.
         (2) 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%
                  LargeCap Stock Index  0.40%
         (3) The Company and Princor Financial Services  Corporation may receive
             a portion of the Mutual Fund  Annual  Expenses  for  recordkeeping,
             marketing and distribution services.
         (4)  Without  third  party  payments  or  reductions  the Total  Annual
              Expenses would have been:
                  Fidelity VIP II Contrafund Portfolio-Service Class       0.81%
                  Fidelity VIP Growth Portfolio-Service Class              0.79%
</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,  bear  directly or
indirectly. They reflect expenses of the Division as well as the expenses of the
Mutual  Fund in which the  Division  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.  The examples  assume
that your  investment has a 5% return each year and that current  expense levels
(and waivers and reimbursements, if any) continue.

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

<S>      <C>                                   <C>                   <C>                   <C>                  <C>
         Aggressive Growth                     $83                   $119                  $145                 $238
         Asset Allocation                       83                   121                   149                   247
         Balanced                               81                   113                   136                   218
         Bond                                   80                   111                   132                   210
         Capital Value                          79                   109                   128                   202
         Government Securities                  80                   111                   132                   210
         Growth                                 80                   110                   129                   205
         International                          83                   119                   146                   239
         International Emerging Markets
         International SmallCap                 88                   135                   172                   294
         LargeCap Growth
         LargeCap Growth Equity
         LargeCap Stock Index*                  85                   125                   156                   261
         MicroCap*                              87                   134                   170                   290
         MidCap                                 81                   114                   137                   222
         MidCap Growth*                         86                   128                   161                   271
         MidCap Growth Equity
         Money Market                           80                   112                   133                   212
         Real Estate                            85                   125                   156                   261
         SmallCap                               84                   123                   152                   253
         SmallCap Growth*                       85                   128                   160                   269
         SmallCap Value*                        89                   138                   178                   306
         Utilities                              81                   115                   139                   225

         AIM V.I. Growth                        82                   118                   143                   234
         AIM V.I. Growth and Income             83                   119                   145                   238
         AIM V.I. Value                         83                   119                   145                   237
         Fidelity VIP II Contrafund             83                   119                   146                   239
         Fidelity VIP Growth                    83                   119                   145                   238
         Janus Aspen Aggressive Growth

         *   After expense reimbursement
</TABLE>

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. The examples assume that your investment has a 5% annual return each
year and that current  expense levels (and waivers and  reimbursements,  if any)
continue.

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

<S>      <C>                                   <C>                   <C>                   <C>                   <C>
         Aggressive Growth                     $21                   $64                   $111                  $238
         Asset Allocation                       22                    67                    115                   247
         Balanced                               19                    59                    101                   218
         Bond                                   18                    56                     97                   210
         Capital Value                          17                    54                     93                   202
         Government Securities                  18                    56                     97                   210
         Growth                                 18                    55                     94                   205
         International                          21                    65                    111                   239
         International Emerging Markets
         International SmallCap                 26                    81                    138                   294
         LargeCap Growth
         LargeCap Growth Equity
         LargeCap Stock Index*                  23                    71                    122                   261
         MicroCap*                              26                    80                    136                   290
         MidCap                                 19                    60                    102                   222
         MidCap Growth*                         24                    74                    127                   271
         MidCap Growth Equity
         Money Market                           18                    57                     98                   212
         Real Estate                            23                    71                    122                   261
         SmallCap                               22                    69                    118                   253
         SmallCap Growth*                       24                    73                    126                   269
         SmallCap Value*                        28                    85                    144                   306
         Utilities                              20                    60                    104                   225

         AIM V.I. Growth                        20                    63                    109                   234
         AIM V.I. Growth and Income             21                    64                    111                   238
         AIM V.I. Value                         21                    64                    110                   237
         Fidelity VIP II Contrafund             21                    65                    111                   239
         Fidelity VIP Growth                    21                    64                    111                   238
         Janus Aspen Aggressive Growth

         *   After expense reimbursement
</TABLE>


SUMMARY

This prospectus  describes a flexible  variable  annuity offered by the Company.
The  Contract is  designed  to provide  individuals  with  retirement  benefits,
including (1)  Individual  Retirement  Annuity plans ("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):
<TABLE>
<CAPTION>
             Division                             invests in:
                                       Principal Variable Contracts Fund, Inc.
<S>  <C>                                  <C>
     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 Emerging Markets       International Emerging Markets Account
     International SmallCap               International SmallCap Account
     LargeCap Growth                      LargeCap Growth Account
     LargeCap Growth Equity               LargeCap Growth Equity Account
     LargeCap Stock Index                 LargeCap Stock Index Account
     MicroCap                             MicroCap Account
     MidCap                               MidCap Account
     MidCap Growth                        MidCap Growth Account
     MidCap Growth Equity                 MidCap Growth Equity Account
     Money Market                         Money Market Account
     Real Estate                          Real Estate Account
     SmallCap                             SmallCap Account
     SmallCap Growth                      SmallCap Growth Account
     SmallCap Value                       SmallCap Value 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
     Janus Aspen Aggressive Growth     Janus Aspen Series -
                                          Service Shares Aggressive Growth Portfolio
</TABLE>

You may allocate your net premium  payments to Divisions,  the DCA Plus Accounts
and/or  the  Fixed  Account.  Not all  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  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; 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 Contract 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  If elected,  a purchase  payment credit rider daily charge equal to 0.60% per
   year applies to amounts in the Separate Account.
o  The purchase  payment credit rider charge  terminates upon completion of your
   8th Contract year.
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 Period (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.
o  We recover the full amount of any purchase payment credit.

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)

Aggressive Growth Division
   Year Ended December 31
<S><C>                               <C>                 <C>                  <C>                      <C>
     1999                            $27.815             $38.363              37.92%                   9,018
     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                    3,913
     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                    9,103
     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                    7,677
     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                   11,634
     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                    8,554
     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
</TABLE>
<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)

Growth Division
   Year Ended December 31
<S><C>                               <C>                 <C>                  <C>                     <C>
     1999                            $21.657             $24.904              14.99%                  10,999
     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                    7,799
     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                    1,246
   Period Ended December 31, 1998(2)  10.000               8.978             -10.22                      419

LargeCap Stock Index Division(3)
   Period Ended December 31, 1999(4)  10.000              10.956               9.56                    2,314

MicroCap Division
   Year Ended December 31
     1999                              8.106               7.920              -2.30                      244
   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                    9,229
     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                      746
   Period Ended December 31, 1998(2)  10.000               9.607              -3.93                      352

Money Market Division
   Year Ended December 31
     1999                             11.913              12.306               3.30                    7,145
     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
</TABLE>
<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)

Real Estate Division
   Year Ended December 31
<S><C>                               <C>                <C>                    <C>                       <C>
     1999                            $ 9.275            $  8.750              -5.66%                     261
   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                    1,208
   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                    1,388
   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                      536
   Period Ended December 31, 1998(2)  10.000               8.440             -15.60                      306

Utilities Division
   Year Ended December 31
     1999                             11.464              11.581               1.02                    1,670
   Period Ended December 31, 1998(2)  10.000              11.464              14.64                      639

AIM V.I. Growth Division
   Period Ended December 31, 1999(4)  10.000              12.256              22.56                      968

AIM V.I. Growth and Income Division
   Period Ended December 31, 1999(4)  10.000              12.101              21.01                    1,494

AIM V.I. Value Division
   Period Ended December 31, 1999(4)  10.000              11.553              15.53                    1,149

Fidelity VIP II Contrafund Division
   Period Ended December 31, 1999(4)  10.000              11.294              12.94                    1,436

Fidelity VIP Growth Division
   Period Ended December 31, 1999(4)  10.000              12.108              21.08                    1,441


<FN>
(1)  Commenced operations on June 16, 1994.
(2)  Commenced operations on May 1, 1998.
(3)  Formerly known as Stock Index 500 Division.
(4)  Commenced operations on July 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 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 Division invest in a corresponding Mutual Fund. New 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,  Fidelity  Variable  Insurance  Product Fund II and Janus Aspen Series are
Mutual Funds  registered  under the  Investment  Company Act of 1940 as 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.

AIM Advisors,  Inc. (the advisor)  serves as the investment  advisor for the AIM
V.I.  Growth Fund, AIM V.I.  Growth and Income Fund and the AIM V.I. Value Fund.
The  advisor  is  located  at 11  Greenway  Plaza,  Suite  100,  Houston,  Texas
77046-1173.  The advisor  supervises  all aspects of the funds'  operations  and
provides  investment  advisory  services to the funds,  including  obtaining and
evaluating  economic,  statistical  and financial  information  to formulate and
implement investment programs for the funds.

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.

Janus Capital  ("Janus") is the  investment  advisor for the Janus Aspen Series.
Janus is located at 100 Fillmore Street, Denver,  Colorado 80206-4928.  Janus is
responsible  for the  day-to-day  management of  investment  portfolio and other
business affairs of the portfolio.

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.  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
Account                  Aggressive Growth             sub-advisory agreement           common stocks of medium and large
                                                                                        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 capital.
                         Asset Allocation Account      sub-advisory agreement           The Account intends to pursue a 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 and
                         Bond Account                                                   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 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.

Division                 Division Invests In           Investment Advisor*                Investment Objective
--------                 -------------------           ------------------                 --------------------
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            Principal Variable Contracts  Invista Capital Management, LLC  seeks to achieve long-term growth of capital
Emerging Markets         Fund, Inc. -                  through a sub-advisory agreement by investing primarily in equity securities
                         International Emerging                                         of issuers in emerging market countries.
                         Account

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 Account                                 objective by investing primarily in equity
                                                                                        securities of non-United  States  companies
                                                                                        with  comparatively  smaller market
                                                                                        capitalizations.

LargeCap Growth          Principal Variable Contracts  Janus Capital Management, LLC    seeks long-term growth of capital by
                         Fund, Inc. -                  through a sub-advisory agreement investing in equity securities of growth
                         LargeCap Growth Account                                        companies with market capitalization of
                                                                                        greater than $10 billion.

LargeCap Growth          Principal Variable Contracts  Duncan-Hurst Capital             seeks to achieve long-term growth of capital
Equity                   Fund, Inc. -                  Management, Inc.                 investing primarily in common stocks
                         LargeCap Growth               through a sub-advisory agreement of larger capitalization domestic companies.
                         Equity Account

LargeCap Stock Index     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 &
                         LargeCap Stock Index Account                                   Poor's 500 Stock Index.

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.

Division                 Division Invests In           Investment Advisor*                Investment Objective
--------                 -------------------           ------------------                 --------------------
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.

MidCap Growth            Principal Variable Contracts  Turner Investment Partners, Inc. seeks to achieve long-term growth of
Equity                   Fund, Inc. -                  through a sub-advisory agreement capital by investing primarily in medium
                         MidCap Growth                                                  capitalization of U.S. companies with
                         Equity Account                                                 strong earnings growth potential.

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.

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.

Division                 Division Invests In           Investment Advisor*                Investment Objective
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 allocating
                         Products Fund                 and Research Company             its assets among stocks, bonds, short-term
                         Fidelity VIP Growth                                            instruments, and other investments.
                         Portfolio Service Class

Janus Aspen              Janus Aspen Series -          Janus Capital Corporation        seeks long-term growth of capital.It pursues
Aggressive Growth        Service Shares                                                 its objective by investing primarily in
                         Aggressive Growth                                              common stocks selected for their growth
                         Portfolio                                                      potential, and normally invests at least
                                                                                        50% of its equity assets in  medium-sized
                                                                                        companies. Medium-sized companies are those
                                                                                        whose market capitalization falls within
                                                                                        the range of companies in the S&P MidCap 400
                                                                                        Index.
</TABLE>

*  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.

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.

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  If you are  making  purchase  payments  through a payroll  deduction  plan or
   through a bank account (or similar financial  institution) under an automated
   investment  program,  then your initial and subsequent purchase payments must
   be at least $100.
o  You may elect a purchase  payment credit rider with an additional  charge and
   an associated 9-year surrender charge period.
o  Subsequent  payments  must be at least $100 and can be made until the annuity
   payment date.
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) 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  canceled   prior to
       its delivery, otherwise the accumulated value is refunded.

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

Additionally,  if you  decide to return  the  Contract  during  the  examination
period,  the amount  returned  is reduced  by any  credits.  If the value of the
purchase payment credit declines during the examination  period,  we recover the
full amount of the purchase payment credit.

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  Divisions.  Thus,  the value of your Contract may
    increase or decrease with the investment holdings of the 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 earnings. 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).

Purchase Payment Credit Rider
You may elect a purchase payment credit rider at the time the Contract is issued
(may not be available in all states;  consult your sales  representative  or the
annuity service office for  availability).  If the purchase payment credit rider
is elected, then the following provisions apply to the Contract:
o  A credit of 5% will be applied to  purchase  payments  received  during  your
   first  Contract  year. For example,  if you make purchase  payments  totaling
   $10,000 in your first Contract year, a credit amount of $500 will be added to
   your Contract (5% x $10,000).  If an additional purchase payment of $5,000 is
   made in your second  Contract year, then a credit is not added as a result of
   the $5,000 purchase payment.
o  The credit is allocated  among the Fixed Account and the Divisions  according
   to your then current purchase payment allocations.
o  If you  exercise  your right to return the  Contract  during the  examination
   period, the amount returned to you is reduced by any credits.
o  Credits are considered earnings under the Contract.
o  All purchase  payments are subject to the 9-year  surrender charge table (see
   Surrender Charge).
o  The purchase  payment  credit rider may not be cancelled  and the  associated
   9-year surrender charge period cannot be changed.
o  You may not participate in the DCA Plus Program.

The 0.60% purchase  payment  credit rider charge is assessed  against the entire
Separate  Account  accumulated  value for the first eight Contract years. If you
anticipate making additional purchase payments after the first Contract year you
should  carefully  examine the  purchase  payment  credit rider and consult your
sales representative regarding its desirability.

The following table demonstrates  hypothetical  Contract  accumulated values for
Contracts  with the  purchase  payment  credit rider and  Contracts  without the
rider. The example is based on:

o  a $100,000 initial purchase payment and no additional purchase payments; o no
   surrender during the 10 years shown by the example;
o  the deduction of total Separate Account annual expenses of 1.85% annually for
   Contracts  with the  purchase  payment  credit  rider and 1.25%  annually for
   Contracts without the rider;
o  the  deduction  of  Mutual  Fund  expenses  equal to those  calculated  as of
   December 31, 1999
o  purchase payment allocation among the Divisions  proportionally  equal to the
   allocation of the company's  total  Separate  Account  assets as of April 30,
   2000;
o  5% and 10% annual rates of return before charges for a period of 10 years.

<TABLE>
<CAPTION>
                                               5% Annual Return                            10% Annual Return
                                Contract without           Contract with          Contract without           Contract with
                                purchase payment         purchase payment         purchase payment         purhcase payment
            Contract Year         credit rider                credit                credit rider                credit

<S>               <C>              <C>                       <C>                      <C>                     <C>
                  1                $103,138                  $107,648                 $108,410                $113,151
                  2                $106,383                  $110,371                 $117,553                $121,960
                  3                $109,731                  $113,164                 $127,468                $131,455
                  4                $113,185                  $116,027                 $138,219                $141,691
                  5                $116,747                  $118,964                 $149,878                $152,723
                  6                $120,423                  $121,975                 $162,521                $164,616
                  7                $124,214                  $125,062                 $176,232                $177,435
                  8                $128,126                  $128,229                 $191,099                $191,253
                  9                $132,161                  $132,252                 $207,222                $207,336
                  10               $136,323                  $136,414                 $224,705                $224,823
                  15               $159,196                  $159,322                 $336,921                $337,186
                  20               $185,924                  $186,070                 $505,220                $505,617
</TABLE>

Based on the assumptions stated above, Contract accumulated value will generally
be higher for  Contracts  with the purchase  payment  credit rider than without,
regardless  of the rate of return.  In addition,  the higher the rate of return,
the more advantageous the purchase payment credit rider becomes.

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  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  an exchange credit (if applicable);
     o  subsequent investments;
     o  purchase payment credits;  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
           {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  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,  by  telephoning if you have telephone
        privileges (1-800-852-4450) 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  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.

     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  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,  and between 7:00 a.m.
and  4:00  p.m.,   Central   Time,  on  Saturday.   The   telephone   number  is
1-800-852-4450.

Internet*
Internet  access is  available  for both you and your  sales  representative  at
www.principal.com.  Internet  access may be declined on the  application or at a
later date by providing us with written notice.

   *  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 birth date) 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 any applicable fee and surrender  charge.  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
      fee and charge.
   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  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 or annuitant of a Contract,  not issued as an Individual Retirement
Annuity,  Roth IRA, SEP IRA or Simple IRA,  dies before the annuitant and before
the  annuity  payment  date,  written  notice  of the  death  must be sent to us
promptly  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;
   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; o
      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% (0.0375% in New York)
         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 proof
                  satisfactory to us.

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 any time. 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.

     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 and in some  circumstances a
purchase credit rider charge 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 transaction  fee, state premium taxes and
a daily 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 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 Separate  Account  Division 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 a 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.

Purchase Payment Credit
If you elect the purchase  payment  credit rider we assess each Division with an
additional  daily charge.  The annual rate of the charge is 0.60% 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  until  completion of
your 8th Contract year and only prior to the annuity  payment date.  This charge
is assessed daily when the value of a unit is calculated.

If the purchase  payment  credit rider charge is not enough to cover the cost of
the credit, we bear the loss. If the amount of the purchase payment credit rider
charge deducted is more than our costs, the excess is profit to the Company.  We
expect a profit from the purchase payment credit rider charge.

Transaction Fee
We reserve  the right to charge a  transaction  fee of $30 that  applies to each
unscheduled  partial surrender after the 12th unscheduled partial surrender in a
Contract year. We also reserve the right to charge a $30 transaction fee on each
unscheduled  transfer  after the 12th such  transfer  in a  Contract  year.  The
transaction  fee would be deducted  from the DCA Plus  Accounts,  Fixed  Account
and/or  your  interest  in a 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  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 tables.

Surrender  Charge without the purchase  payment credit rider (as a percentage of
amounts surrendered)

      Table of surrender charges without the purchase payment credit rider

     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%

Surrender  Charge with the purchase  payment  credit  rider (as a percentage  of
amounts surrendered)

     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)*                        8%
        1                                                    8%
        2                                                    8%
        3                                                    8%
        4                                                    7%
        5                                                    6%
        6                                                    5%
        7                                                    4%
        8                                                    3%
        9 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 no longer subject to a surrender charge;
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  subject to a  surrender  charge 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  not used in a Contract  year is not added to the
free surrender privilege for any following Contract year(s).

Unscheduled partial surrenders of the free surrender privilege may be subject to
the transaction fee described above.

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  surrender  charge  period  has
      expired; 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 surrender
   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  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
Wherepermitted 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 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 Fixed Account  accumulated  value
from which deductions for fees and charges may be made.

Fixed Account Accumulated 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  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 entire  Fixed  Account  accumulated
   value  if 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  accumulated
      value; or
   2) transfer up to 100% of your Fixed Account accumulated 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  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 or to the Fixed Account. If
the 28th is not a valuation date, then the transfer occurs on the next valuation
date.  The  transfers  are  allocated  according  to your  DCA  Plus  allocation
instructions.  Transfers into a DCA Plus Account are not permitted. If you elect
the purchase  payment  credit  rider,  you may not  participate  in the DCA Plus
Program.

   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 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  program.  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 transfer program, all payments and accrued interest must be
   transferred from the DCA Plus Account to the selected  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  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 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 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 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  if you elect the purchase payment credit rider on the reinstatement Contract,
   then the  9-year  surrender  charge  period  will  commence  from the date of
   reinstatement;
o  we calculate the credit based on the amount of the reinstatement;
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; an
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 a Division(s);
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 Company and Princor may receive a portion of the Fidelity Variable
Insurance Products Funds' expenses for recordkeeping, marketing and distribution
services.  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  hypothetical
performance  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 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,  Fidelity Variable Insurance Products Fund II
and Janus Aspen Series - Service Shares  Aggressive Growth Portfolio 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.

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 owned by a
   natural  person  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 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-deferred  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 consolidated  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 ........................................  37
     Consolidated Financial Statements......................................  38

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.....................................   7

Principal Life Insurance Company Separate Account B

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

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

Principal Life Insurance Company

        Report of Independent Auditors......................................  37

        Consolidated Financial Statements...................................  38

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:

<TABLE>
<CAPTION>
           Old Mutual Fund Name                           New Corresponding Name
           --------------------                           ----------------------
                                                  Principal Variable Contracts Fund, Inc.
<S>  <C>                                             <C>
     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
</TABLE>

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.  Because Service Shares for the Janus Aspen Aggressive Growth Division
were not offered until December 31, 1999, performance shown for periods prior to
that  date  represent  the  historical  results  of  Institutional  Shares.  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>
                 Contract without purchase payment credit rider

                                                  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 Emerging Markets Divsion
International SmallCap Division           85.38            N/A           N/A            91.38            N/A            N/A
LargeCap Growth Division
LargeCap Growth Equity Division
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
MidCap Growth Equity Division
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
Janus Aspen Aggressive Growth Division

<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>
<TABLE>
<CAPTION>
                   Contract with purchase payment credit rider

                                                  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                 %               %             %               %               %              %
Asset Allocation Division
Balanced Division
Bond Division
Capital Value Division
Government Securities Division
Growth Division
International Division
International Emerging Markets Divsion
International SmallCap Division
LargeCap Growth Division
LargeCap Growth Equity Division
MicroCap Division
MidCap Division
MidCap Growth Division
MidCap Growth Equity Division
Money Market Division
Real Estate Division
SmallCap Division
SmallCap Growth Division
SmallCap Value Division
Stock Index 500 Division
Utilities Division
AIM V.I. Growth Division
AIM V.I. Growth and Income Division
AIM V.I. Value Division
Fidelity VIP II Contrafund Division
Fidelity VIP Growth Division
Janus Aspen Aggressive Growth Division

<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 2000,  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 2000,  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:
                        None

                (2)   Part B:
                        None

         (b)    Exhibits
                (1)    Board Resolution of Registrant
                (3a)   Distribution Agreement*
                (3b)   Selling Agreement
                (4a)   Form of Variable Annuity Contract
                (4b)   Form of Variable Annuity Contract
                (5)    Form of Variable Annuity Application
                (6a)   Articles of Incorporation of the Depositor
                (6b)   Bylaws of Depositor
                (9)    Opinion of Counsel
                (10b)  Powers of Attorney
                (13a)  Total Return Calculation*
                (13b)  Annualized Yield for Separate Account B*

         * 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  50392-0100
            Chairman of the Board
            Chair, Executive Committee

            C. DANIEL GELATT, JR.            NMT Corporation
            Director                         P.O. Box 2287
            Member, Executive Committee      La Crosse, WI  54602-2287
            Chair, Human Resources
            Committee

            J. BARRY GRISWELL                The Principal Financial Group
            Director, President              Des Moines, IA  50392-0100
            and Chief Executive Officer
            Member, Executive Committee

            CHARLES S. JOHNSON               DuPont
            Director                         4935 Mesa Capella Drive
            Member, Audit Committee          Las Vegas, NV  89113-1441

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

            LEE LIU                          Alliant Energy Corporation
            Member, Executive and            Post Office Box 351
              Human Resources Committees     Cedar Rapids, IA  52406

            VICTOR. H. LOEWENSTEIN           Egon Zehnder International
            Director                         Cours de Rive #10
            Member, Nominating               CH-1204 Geneva, Switzerland
              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 - 21st Floor
            Member, Nominating Committee     New York, NY  10169

            DONALD M. STEWART                The Chicago Community Trust
            Director                         222 North LaSalle Street,Suite 1400
            Member, Human Resources          Chicago, IL  60601-1009
              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

            MICHAEL T. DALEY                 Executive Vice President

            MICHAEL H.GERSIE                 Executive Vice President and
                                               Chief Financial Officer

            RICHARD L. PREY                  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

            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

            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 Registrant

          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 stock
               life insurance  company  engaged in the business of insurance and
               retirement services.

          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 Group  (Mauritius) Ltd. a Mauritius  holding
               company.

          e.   Principal  Pensions Co., Ltd. (Japan) a Japan company who engages
               in the  management,  investment and  administration  of financial
               assets and any services incident thereto.

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

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

          h.   Principal Capital Management  (Singapore)  Limited  (a  Singapore
               corporation) a company engaging in funds management.

          i.   Principal  Capital  Management  (Europe) Limited a United Kingdom
               company that engages in European  representation  and distributor
               of the Principal Investments Funds.

          j.   Principal Capital Management (Ireland) Limited an Ireland company
               that engages in fund management.

          k.   Principal Financial Group Investments  (Australia) Pty Limited an
               Australia holding company.

          Subsidiary wholly-owned by Princor Financial Services Corporation:

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

          Subsidiary 42% owned by PFG DO Brasil LTDA

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

          Subsidiary wholly-owned by Principal Financial Group (Mauritius) Ltd.

          a.   IDBI Principal  Asset  Management  Company  (India) a India asset
               management  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.   BT Financial Group Pty Ltd. an Australia holding company.

          Subsidiary  wholly-owned by BT Financial Group Pty Ltd:

          a.   BT  Investments  (Australia)  Limited  a Delaware  holding
               company.

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

          a.   BT  Australia   (Holdings)   Ltd  an  Australia   commercial  and
               investment banking and asset management company.

          Subsidiary wholly-owned by BT  Australia   (Holdings)   Ltd:

          a.   BT  Australia  Limited  an  Australia  company  engaged  in asset
               management and trustee/administrative activites.

          Subsidiaries wholly-owned by BT Financial Group Limited:

          a.   BT Life Limited an Australia  company  engaged in commercial  and
               investment linked life insurance policies.

          b.   BT Funds  Management  Limited  an  Australia  company  engaged in
               institutional and retail money management.

          c.   BT Funds Management  (International) Limited an Australia company
               who manages  international funds (New Zealand,  Singapore,  Asia,
               North America and United Kingdom).

          d.   BT Securities  Limited an Australia  company that engages in loan
               finance secured against share and managed fund portfolios.

          e.   BT (Queensland) Pty Limited an Australia trustee company.

          f.   BT Portfolio  Services Limited an Australia  company that engages
               in processing and transaction services for financial planners and
               financial intermediaries.

          g.   BT Australia  Corporate Services Pty Limited an Australia holding
               company for internal service companies.

          h.   Oniston Pty Ltd an Australia company that is a financial services
               investment vehicle.

          i.   QV1 Pty Limited an Australia company.

          Subsidiaries wholly-owned by BT Portfolio Services Limited:

          a.   BT Custodial Services Pty Ltd an Australia  custodian nominee for
               investment management activities.

          b.   National  Registry  Services Pty Ltd. an  Australia  company that
               engages in registry services.

          c.   National  Registry Services (WA) Pty Limited an Australia company
               that engages in registry services.

          d.   BT  Finance  &  Investments  Pty  Ltd  an  Australia  trustee  of
               wholesale cash management trust.

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

          a.   BT Finance Pty Limited an Australia  provider of finance by loans
               and leases.

          b.   Chifley Services Pty Limited an Australia company that engages in
               staff car leasing management.

          c.   BT Nominees Pty Limited an Australia  company that  operates as a
               trustee of staff superannuation fund (pension plan).

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

          a.   BT Tactical  Asset  Management  Pty Limited an Australia  company
               that engages in management of futures positions.

          Subsidiary  organized and  wholly-owned  by BT Custodial  Services Pty
          Ltd:

          a.   BT Hotel  Group Pty Ltd an  Australia  corporation  - an inactive
               shelf corporation to be wound up.

          b.   BT  Custodians  Ltd an  Australia  manager and trustee of various
               unit trusts.

          c.   Dellarak Pty Ltd an Australia trustee company.

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

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

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

          a.   BT  Portfolio  Service  (NZ)  Limited a New Zealand  company that
               provides third party administration and registry services.

          b.   BT New Zealand Nominees Limited a New Zealand company who acts as
               a custodian for local assets.

          c.   BT Funds Management (NZ) Limited a New Zealand funds manager.

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

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

          b.   Principal Hotels Holdings Trust an Australia trust company.

          Subsidiary  organized and  wholly-owned  by Principal Hotels Holdings
          Trust:

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

          b.   Principal Hotels Australia Trust a trust company.

          Subsidiary  organized and  wholly-owned  by Principal Hotels Australia
          Trust:

          a.   BT Hotel  Limited an  Australia  corporation,  which is the hotel
               operating/managing company of the BT Hotel Group.

          b.   BT Hotel Trust an Australia trust.

          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)  0.18% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on June 21, 2000.

               Principal Blue Chip Fund, Inc.(a Maryland  Corporation)  0.37% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on June 21, 2000.

               Principal Bond Fund, Inc.(a Maryland Corporation) 0.73% of shares
               outstanding owned by Principal Life Insurance Company  (including
               subsidiaries and affiliates) on June 21, 2000.

               Principal  Capital  Value Fund,  Inc.  (a  Maryland  Corporation)
               26.57% of  outstanding  shares owned by Principal  Life Insurance
               Company  (including  subsidiaries and  affiliates)on  June 21,
               2000.

               Principal Cash  Management  Fund,  Inc. (a Maryland  Corporation)
               7.41% of  outstanding  shares owned by Principal  Life  Insurance
               Company  (including  subsidiaries and affiliates)  on June 21,
               2000.

               Principal  European  Equity Fund,  Inc. (a Maryland  Corporation)
               93.60% of  outstanding  shares owned by Principal Life Insurance
               Company  (including  subsidiaries  and  affiliates)  on June 21,
               2000.

               Principal  Government  Securities  Income Fund,  Inc. (a Maryland
               Corporation)  0.04% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               June 21, 2000.

               Principal  Growth Fund,  Inc. (a Maryland  Corporation)  0.01% of
               outstanding  shares owned by  Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on June 21, 2000.

               Principal High Yield Fund, Inc. (a Maryland  Corporation)  8.33%
               of shares  outstanding  owned by Principal Life Insurance Company
               (including subsidiaries and affiliates) on June 21, 2000.

               Principal  International  Emerging Markets Fund, Inc. (a Maryland
               Corporation) 29.77% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               June 21, 2000.

               Principal  International  Fund,  Inc.  (a  Maryland  Corporation)
               24.21% of shares  outstanding  owned by Principal  Life Insurance
               Company  (including  subsidiaries and affiliates) on June 21,
               2000.

               Principal   International   SmallCap   Fund,   Inc.  (a  Maryland
               Corporation) 14.56% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               June 21, 2000.

               Principal  Limited Term Bond Fund, Inc. (a Maryland  Corporation)
               17.23% of shares outstanding  owned by Principal  Life  Insurance
               Company  (including  subsidiaries and  affiliates) on June 21,
               2000.

               Principal   LargeCap   Stock   Index   Fund,   Inc.  (a  Maryland
               Corporation)  31.94% of shares  outstanding  owned by  Principal
               Life Insurance Company (including subsidiaries and affiliates) on
               June 21, 2000.

               Principal  MidCap Fund,  Inc. (a Maryland  Corporation)  0.39% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on June 21, 2000

               Principal  Pacific  Basin Fund,  Inc.  (a  Maryland  Corporation)
               94.23% of  outstanding  shares owned by Principal Life Insurance
               Company  (including  subsidiaries  and  affiliates)  on June 21,
               2000.

               Principal  Partners   Aggressive  Growth  Fund,  Inc.(a  Maryland
               Corporation) 6.88% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               June 21, 2000

               Principal   Partners   LargeCap  Growth  Fund,   Inc.(a  Maryland
               Corporation)  42.01% of shares  outstanding  owned by  Principal
               Life Insurance Company (including subsidiaries and affiliates) on
               June 21, 2000

               Principal   Partners   MidCap   Growth  Fund,   Inc.(a   Maryland
               Corporation) 38.30% of shares  outstanding  owned by  Principal
               Life Insurance Company (including subsidiaries and affiliates) on
               June 21, 2000

               Principal Real Estate Fund, Inc. (a Maryland  Corporation) 59.76%
               of shares  outstanding  owned by Principal Life Insurance Company
               (including subsidiaries and affiliates) on June 21, 2000

               Principal SmallCap Fund, Inc.(a Maryland  Corporation)  7.50% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on June 21, 2000.

               Principal  Special  Markets Fund,  Inc. (a Maryland  Corporation)
               83.56%  of  shares  outstanding  of  the  International  Emerging
               Markets  Portfolio,  46.61%  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 June 21, 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 June 21,
               2000.

               Principal Utilities Fund, Inc. (a Maryland  Corporation) 0.31% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on June 21, 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
               June 21, 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  downstream
               holding company for Principal Life Insurance Company.

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

          c.   Principal  Capital  Management,  LLC (a Delaware  Corporation)  a
               limited liability  company that provides private  mortgage,  real
               estate  &  fixed-income   securities  services  to  institutional
               clients.

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

          Subsidiaries  organized and  90% owned  by Principal Life Insurance
          Company:

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

          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   portfolio   management   on   behalf  of
               institutional   clients   for   structuring,   underwriting   and
               management of entity-level  investments in real estate  operating
               companies (REOCs).

          c.   Principal Commercial  Acceptance,  LLC (a Delaware Corporation) a
               limited  liability  company that provides  private  market bridge
               financing and other secondary market opportunities.

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

          e.   Principal  Commercial  Funding,  LLC (a Delaware  Corporation)  a
               limited   liability   company   engaged   in   the   structuring,
               warehousing,    securitization    and    sale    of    commercial
               mortgage-backed securities.

          f.   Principal  Generation  Plant,  LLC an inactive  Delaware  limited
               liability company.

          g.   Principal  Income  Investors,  LLC a Delaware  limited  liability
               company which provides investment and financial services.

          h.   Principal  Capital Futures Trading Advisor,  LLC a Delaware funds
               management limited liability company.

          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   partnerships   and  limited
               liability companies.

          h.   HealthRisk  Resource Group,  Inc. (an Iowa Corporation) a general
               business  corporation  that engages in investment  transactions,
               including limited partnerships and limited liability companies

          i.   Invista  Capital  Management,  LLC (an  Delaware  Corporation)  a
               limited  liability  company  which  is  a  registered  investment
               adviser.

          j.   Principal Residential Mortgage, Inc. (an Iowa Corporation) a full
               service  mortgage  banking company that makes and services a wide
               variety of loan types on a nationwide basis.

          k.   Principal Asset Markets, Inc. (an Iowa Corporation) a corporation
               which is currently inactive.

          l.   Principal  Portfolio  Services,  Inc.  (an  Iowa  Corporation)  a
               corporation which is currently inactive.

          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
               corporation which is currently inactive.

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

          p.   Principal Health Care, Inc. (an Iowa  Corporation) a managed care
               company.

          q.   Dental-Net,  Inc. (an Arizona  Corporation) 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 corporation that
               administers  individual  and  group  retirement  plans  for stock
               brokerage firm clients and mutual fund distributors.

          t.   Professional  Pensions,  Inc. d/b/a Northeast Plan Administrators
               (a  Connecticut  Corporation)  a  corporation  engaged  in sales,
               marketing  and   administration  of  group  insurance  plans  and
               third-party administrator for defined contribution plans.

          u.   Principal  Investors  Corporation  (a New Jersey  Corporation)  a
               corporation which is currently inactive.

          v.   Principal  International,  Inc. (an Iowa  Corporation)  a company
               engaged in international business development.

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

          a.   PT Jasa Principal Indonesia an Indonesia pension company.

          b.   PT Principal  Capital  Management  Indonesia  an Indonesia  funds
               management company.

          Subsidiary wholly-owned by Invista Capital Management, LLC:

          a.   Principal  Capital  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  limited to the sale of open-end mutual
               funds and variable insurance products.

          c.   Boston  Insurance  Trust,  Inc. (a  Massachusetts  corporation) a
               corporation  which  serves  as a  trustee  and  administrator  of
               insurance trusts and arrangements.

          Subsidiaries wholly-owned by Principal International, Inc.:

          a.   Principal International Espana, S.A. de Seguros de Vida (Spain) a
               life insurance, annuity, and accident and health company.

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

          c.   Principal   International    Argentina,    S.A.   (an   Argentina
               corporation) a holding  company that owns Argentina  corporations
               offering annuities, group and individual insurance policies.

          d.   Principal  Asset  Management  Company  (Asia) Ltd. (Hong Kong) an
               asset management company.

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

          f.   Principal Trust Company (Asia) Limited (Hong Kong) (an Asia trust
               company).

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

          h.   Principal  Mexico  Compania de Seguros,  S.A. de C.V.  (Mexico) a
               life insurance company.

          i.   Principal Pensiones, S.A. de C.V. (Mexico) a pension company.

          j.   Principal Afore, S.A. de C.V. (Mexico), a pension company.

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

          Subsidiaries 88% owned by Principal International, Inc.:

          a.   Principal  Insurance  Company  (Hong  Kong)  Limited (a Hong Kong
               Corporation) a company that sells insurance and pension products.

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

          a.   Princor  International  Espana S.A. de Agencia de Seguros (Spain)
               an insurance agency.

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

          a.   Principal  Capital  Management (Asia)  Limited (Hong  Kong) Asian
               representative  and  distributor  for  the  Principal  Investment
               Funds.

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

          a.   Principal Retiro Compania de Seguros de Retiro, S.A.  (Argentina)
               an annuity company.

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

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

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

          Subsidiary 60% owned by Principal Compania de Seguros de Vida Chile
          S.A. (Chile):

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

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

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


Item 27.  Number of Contractowners - As of: March 30, 2000

                     (1)                          (2)               (3)
                                             Number of Plan      Number of
          Title of Class                      Participants     Contractowners
          --------------                     --------------    --------------
          BFA Variable Annuity Contracts                 76          8
          Pension Builder Contracts                     535        308
          Personal Variable Contracts                 5,514        125
          Premier Variable Contracts                 21,677        259
          Flexible Variable Annuity Contract         40,796     40,796
          Principal Freedom Variable Annuity Contract   268        268

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  European
Equity 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
Pacific  Basin 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
     The Principal            President
     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 Development
     Financial Group
     Des Moines, IA 50392

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

     J. Barry Griswell        Director and
     The Principal            Chairman of the
     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 and 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 -
     The Principal            Mutual Funds
     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-Marketing
     The Principal
     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, has duly caused this 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 27th day of June, 2000

                         PRINCIPAL LIFE INSURANCE COMPANY
                         SEPARATE ACCOUNT B

                                 (Registrant)


                         By:  PRINCIPAL LIFE INSURANCE COMPANY

                                 (Depositor)

                                  /s/ David J. Drury
                         By ______________________________________________
                              David J. Drury
                              Chairman

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                   June 27, 2000
--------------------           Director
D. J. Drury


/s/ D. C. Cunningham           Vice President and             June 27, 2000
--------------------           Controller (Principal
D. C. Cunningham               Accounting Officer)


/s/ M. H. Gersie               Executive Vice President and    June 27, 2000
--------------------           Chief Financial Officer
M. H. Gersie                   (Principal Financial Officer)


  (B. J. Bernard)*             Director                       June 27, 2000
--------------------
B. J. Bernard


  (J. Carter-Miller)*          Director                       June 27, 2000
--------------------
J. Carter-Miller


  (C. D. Gelatt, Jr.)*         Director                       June 27, 2000
--------------------
C. D. Gelatt, Jr.


  (J. B. Griswell)*            Director                       June 27, 2000
--------------------
J. B. Griswell


  (C. S. Johnson)*             Director                       June 27, 2000
--------------------
C. S. Johnson


  (W. T. Kerr)*                Director                       June 27, 2000
--------------------
W. T. Kerr


  (L. Liu)*                    Director                       June 27, 2000
--------------------
L. Liu


  (V. H. Loewenstein)*         Director                       June 27, 2000
--------------------
V. H. Loewenstein


  (R. D. Pearson)*             Director                       June 27, 2000
--------------------
R. D. Pearson


  (F. F. Pena)*                Director                       June 27, 2000
--------------------
F. F. Pena


  (J. R. Price)*               Director                       June 27, 2000
--------------------
J. R. Price, Jr.


  (D. M. Stewart)*             Director                       June 27, 2000
--------------------
D. M. Stewart


  (E. E. Tallett)*             Director                       June 27, 2000
--------------------
E. E. Tallett


  (F. W. Weitz)*               Director                       June 27, 2000
--------------------
F. W. Weitz


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



                                  Pursuant to Powers of Attorney
                                  Previously Filed or Included Herein


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