PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
497, 2000-11-21
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                        SUPPLEMENT DATED NOVEMBER 27, 2000
                              TO THE PROSPECTUS FOR
                       PRINCIPAL FREEDOM VARIABLE ANNUITY
                                DATED MAY 1, 2000

Effective  November 27, 2000,  the  Prospectus  for Principal  Freedom  Variable
Annuity is amended as follows:

1.   On page 5 under the heading Contract owner Transaction Expenses, remove the
     sixth, seventh, and eighth bullet point.

2.   On page 8 under the heading  Transfers,  the fourth  bullet  point will now
     read:
         "transfer may occur on scheduled or unscheduled basis"

3.   On page 8 under the heading Surrenders, remove the fifth bullet point.

4.   On page 14 insert the following after the first paragraph:
         "If you are purchasing  this Contract to fund an IRA and you return it
         on or before the seventh  day of the  free-look  period,  then we will
         return  the  greater  of:
              o total  purchase  payments;  or
              o  Contract accumulated value."

5.   On page 15 under the heading 2. Allocation of purchase payments,  the third
     paragraph will now read:
         "Changes to the allocation  percentages may be made without charge.  A
         change is effective on the next valuation period after we receive your
         new instructions. You can change the allocations by:
              o    sending   a  written   notice   to  us;
              o    calling  us  at  1-800-852-4450  (if  telephone   privileges
                   apply);
              o    faxing us at 1-515-248-9800; or
              o    visiting www.principal.com (if internet privileges apply)."

6.   On page 15 under the heading 3. Separate  Account division  transfers,  the
     first paragraph will now read:
         "You may request an unscheduled transfer or set up a periodic transfer
         by:
              o    sending a written notice to us;
              o    calling  us  at  1-800-852-4450  (if  telephone   privileges
                   apply);
              o    faxing us at 1-515-248-9800; or
              o    visiting www.principal.com (if internet privileges apply).
         You must specify the dollar  amount of percentage to transfer from each
         Separate  Account  division.  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."

7.   On page 16 under the heading  Unscheduled,  remove the fourth bullet point.
                                   -----------

8.   On page 16 under the heading Unscheduled Partial, remove the eighth bullet
                                  -------------------
     point.

9.   On page 25 under the heading GENERAL PROVISIONS, insert the following after
     the fourth paragraph:
         "Internet
         Internet access is available for you at www.principal.com. For security
         purposes, you need a personal identification number (PIN) to use any of
         the new Internet  services,  including viewing your policy  information
         online.   If  you   don't   have  a  PIN,   you  can   obtain   one  at
         www.principal.com."

10.  All  references to the "Stock Index 500  Division/Account"  should now read
     "LargeCap Stock Index Division/Account."


RF 668 S-7



                      Principal FreedomSM Variable Annuity

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


                      This Prospectus is dated May 1, 2000.

The  individual  deferred  annuity  contract  ("Contract")   described  in  this
Prospectus is funded with the Principal Life Insurance  Company Separate Account
B ("Separate Account") and a fixed account ("Fixed Account").  The assets of the
divisions of the Separate Account are invested in a corresponding Account of the
Principal   Variable   Contracts  Fund,  Inc.,  the  American  Century  Variable
Portfolios,  Inc.  - VP  Income  & Growth  or the  Franklin  Templeton  Variable
Insurance  Products Trust - Templeton Growth  Securities Fund Class 2. The Fixed
Account is a part of the General Account of the Company.

The Mutual Funds  offered  through this  Contract may have names that are nearly
the same or similar to the names of retail mutual funds.  However,  these Mutual
Funds are not the same as those  retail  mutual  funds,  even  though  they have
similar names and may have similar  characteristics  and the same managers.  The
investment  performance of these Mutual Funds is not necessarily  related to the
performance  of the retail  mutual  funds.  The Mutual  Funds are  described  in
separate prospectuses that accompany this Prospectus.

This prospectus provides information about the Contract and the Separate Account
that you ought to know  before  investing.  It should be read and  retained  for
future reference.  Additional  information about the Contract is included in the
Statement of Additional  Information ("SAI"),  dated May 1, 2000, which has been
filed with the Securities and Exchange Commission (the "Commission"). The SAI is
a part of this  prospectus.  The table of  contents  of the SAI is on page 31 of
this  prospectus.  You  may  obtain  a free  copy  of  the  SAI  by  writing  or
telephoning:


                      Principal FreedomSM 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 in any bank and is not insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.


These  securities  have not been approved or  disapproved  by the Securities and
Exchange  Commission or any state  securities  commission nor has the Securities
and  Exchange  Commission  or any state  securities  commission  passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.


This prospectus is valid only when attached to the current  prospectuses for the
Principal   Variable   Contracts  Fund,  Inc.,  the  American  Century  Variable
Portfolios,  Inc.  - VP  Income & Growth  and the  Franklin  Templeton  Variable
Insurance  Products  Trust  -  Templeton  Growth  Securities  Fund  Class 2 (the
"Funds").

                                TABLE OF CONTENTS

GLOSSARY...................................................................   4

SUMMARY OF EXPENSE INFORMATION.............................................   5

SUMMARY....................................................................   7
    Investment Limitations.................................................   7
    Separate Account Investment Options....................................   7
    Transfers..............................................................   8
    Surrenders.............................................................   8
    Charges and Deductions.................................................   8
    Standard Death Benefit.................................................   8
    Annuity Payments Options...............................................   8
    Examination Offer......................................................   8

CONDENSED FINANCIAL INFORMATION............................................   9

THE PRINCIPAL FREEDOMSM VARIABLE ANNUITY...................................  10

THE COMPANY................................................................  10

THE SEPARATE ACCOUNT.......................................................  10

THE FUNDS..................................................................  11

THE CONTRACT...............................................................  13
    To Buy a Contract......................................................  13
    The Accumulation Period................................................  14
    The Retirement Period..................................................  18

CHARGES AND DEDUCTIONS.....................................................  19
    Morality and Expense Risks Charge......................................  19
    Transaction Fee........................................................  20
    Premium Taxes..........................................................  20
    Fixed Account Surrender Charge and Transfer Fee........................  20
    Waiver of Fixed Account Surrender Charger Rider........................  21
    Administration Charge..................................................  22
    Special Provisions for Group or Sponsored Arrangements.................  22

FIXED ACCOUNT..............................................................  22
    General Description....................................................  23
    Fixed Account Value....................................................  23
    Fixed Account Transfers, Total and Partial Surrenders..................  23

GENERAL PROVISIONS.........................................................  23
    Telephone Services.....................................................  24
    The Contract...........................................................  24
    Delay of Payments......................................................  25
    Misstatement of Age or Gender..........................................  25
    Assignment.............................................................  25
    Change of Owner........................................................  25
    Beneficiary............................................................  25
    Contract Termination...................................................  26

RIGHTS RESERVED BY THE COMPANY.............................................  26

DISTRIBUTION OF THE CONTRACT...............................................  26

PERFORMANCE CALCULATION....................................................  26

VOTING RIGHTS..............................................................  27

FEDERAL TAX MATTERS........................................................  28
    Non-Qualified Contracts................................................  28
    Required Distributions for Non-Qualified Contracts.....................  28
    IRA ...................................................................  29
    Withholding............................................................  29
    Mutual Fund Diversification............................................  30

STATE REGULATION...........................................................  30

LEGAL OPINIONS.............................................................  30

LEGAL PROCEEDINGS..........................................................  30

REGISTRATION STATEMENT.....................................................  30

OTHER VARIABLE ANNUITY CONTRACTS...........................................  30

INDEPENDENT AUDITORS.......................................................  31

FINANCIAL STATEMENTS.......................................................  31

CUSTOMER INQUIRIES.........................................................  32

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION...............  32





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

GLOSSARY

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

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

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.

annuity  service  office - the  office  where  notices,  requests  and  purchase
payments must be sent. All amounts  payable by us under the Contract are payable
through the annuity service office.

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

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

division - a part of the Separate  Account  which  invests in shares of a Mutual
Fund.

Fixed Account - an account which earns guaranteed interest.

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

joint  owner  - an  owner  who has an  undivided  interest  with  the  right  of
survivorship  in this Contract with another owner.  Joint owners must be husband
and wife and must be named as annuitant and joint annuitant.

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

non-qualified  contract - a contract  which does not qualify for  favorable  tax
treatment  under the  Internal  Revenue  Code as a  Qualified  Plan,  Individual
Retirement Annuity, Roth IRA, SEP IRA, Simple IRA or Tax Sheltered Annuity.

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

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

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

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

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

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

valuation  period - the period of time from one  determination of the value of a
unit of a division of the Separate  Account 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.

written  request - actual  delivery to the Company at the annuity service office
of a  written  notice  or  request,  signed  and  dated,  on a form we supply or
approve. Your notice may be mailed to:

                      Principal FreedomSM Variable Annuity
                            Principal Financial Group
                                 P. O. Box 9382
                           Des Moines, Iowa 50306-9382

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  underlying  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 purchases.
o    Deferred sales charge:
     o    No deferred  sales  charge  applies to  surrenders  from the  Separate
          Account.
     o    The deferred sales charge (as a percentage of amounts surrendered from
          the Fixed Account) is as follows:

<TABLE>
<CAPTION>
  Number of completed contract years since each       Surrender charge applied to Fixed Account
   Fixed Account purchase* payment was made           surrenders beyond Free Transaction Amount
  ---------------------------------------------       -----------------------------------------
<S>           <C>                                                      <C>
              0 (year of purchase payment)                             6%
              1                                                        6%
              2                                                        6%
              3                                                        5%
              4                                                        4%
              5                                                        3%
              6                                                        2%
              7 and later                                              0%

<FN>
         * Includes  amounts  transferred to Fixed Account from Separate Account
           divisions.  Each Fixed Account  purchase payment begins in year 0 for
           purposes of calculating the percentage applied to that payment.
</FN>
</TABLE>

o    Transfer fees may apply to transfers from the Fixed Account to any Separate
     Account division (see Fixed Account Surrender Charge and Transfer Fee).
o    Transaction fee - a $30 fee is charged on:
     o    each unscheduled transfer after the 12th unscheduled transfer; and
     o    each unscheduled  partial surrender after the 12th unscheduled partial
          surrender in a contract year.
o    There is no annual contract fee.
o    Separate  Account  annual  expenses  (as a  percentage  of average  account
     value):
     o   mortality and expense risks charge              0.85%
     o   other Separate Account expenses                    0
                                                         -----
     o   total Separate Account annual expenses          0.85%

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

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

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

     American Century VP Income & Growth               0.70%                N/A              0.00%              0.70%
     Principal Variable Contracts Fund
       Blue Chip                                       0.60                 N/A              0.09               0.69
       Bond                                            0.49                 N/A              0.01               0.50
       Capital Value                                   0.43(1)              N/A              0.00               0.43
       International                                   0.73(1)              N/A              0.05               0.78
       LargeCap Growth                                 1.10                 N/A              0.13               1.23(2)
       MidCap                                          0.61                 N/A              0.00               0.61
       MidCap Growth                                   0.90                 N/A              0.19               1.09(2)
       MidCap Value                                    1.05                 N/A              0.21               1.26(2)
       Money Market                                    0.50                 N/A              0.02               0.52
       SmallCap                                        0.85                 N/A              0.06               0.91
       SmallCap Growth                                 1.00                 N/A              0.07               1.07(2)
       Stock Index 500                                 0.35                 N/A              0.14               0.49(2)
     Templeton Growth Securities Class 2(3)            0.83(4)             0.25%(5)(6)       0.05               1.13


<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:
             LargeCap Growth       1.20%        MidCap Value          1.20%        Stock Index 500   0.40%
             MidCap Growth         0.96%        SmallCap Growth       1.06%

     (3) On 2/8/00, a merger and  reorganization  was approved that combined the
         fund with a similar fund of Templeton  Variable  Products  Series Fund,
         effective  5/1/00.  The table shows total  expenses based on the fund's
         assets  as of  12/31/99,  and  not the  assets  of the  combined  fund.
         However,  if the table reflected  combined assets, the funds's expenses
         after 5/1/00 would be estimated as: Management Fees 0.80%, Distribution
         and Service Fees 0.25%,  Other Expenses 0.05%, and Total Fund Operating
         Expenses 1.10%.

     (4) The fund administration fee is paid indirectly through the management fee.

     (5) The fund's class 2 distribution  plan or "rule 12b-1 plan" is described
         in the fund's  prospectus.  While the maximum  amount payable under the
         fund's class 2 rule 12b-1 plan is 0.35% per year of the fund's  average
         daily net assets,  the Board of Trustees of Franklin Templeton Variable
         Insurance Products Trust has set the current rate at 0.25% per year.

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

Example

The  purpose of the  following  example is to assist  you in  understanding  the
various costs and expenses that a contract  owner bears  directly or indirectly.
It reflects  expenses  of the  Separate  Account as well as the  expenses of the
Mutual Fund in which the Separate Account invests,  both as of the calendar year
ended  December 31, 1999.  In certain  circumstances,  state  premium taxes also
apply.


The  example  should  not be  considered  a  representation  of past  or  future
expenses. Actual expenses may be more or less than those shown.You would pay the
following expenses on a $1,000 investment,  assuming 5% annual return on assets.
There  is no  surrender  charge  imposed  on total or  partial  surrenders  from
divisions of the Separate Account.


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

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

       American Century VP Income & Growth               $16              $49               $84             $185
       Blue Chip                                          16               49                84              183
       Bond                                               14               43                74              162
       Capital Value                                      13               41                70              155
       International                                      17               51                89              193
       LargeCap Growth                                    21               65               112              241
       MidCap                                             15               46                80              175
       MidCap Growth                                      20               61               105              226
       MidCap Value                                       21               66               113              244
       Money Market                                       14               43                75              165
       SmallCap                                           18               55                95              207
       SmallCap Growth                                    19               60               104              224
       Stock Index 500                                    14               42                73              161
       Templeton Growth Securities                        20               62               107              231

</TABLE>

SUMMARY

This prospectus  describes a flexible  variable  annuity offered by the Company.
The  Contract is  designed  to provide  individuals  with  retirement  benefits,
including  plans and trusts that do not qualify for special tax treatment  under
the Internal  Revenue Code of 1986,  as amended (the "Code") and for purchase by
persons  participating  in  individual  retirement  annuity  plans that meet the
requirements of Section 408 of the Code.

A  significant  advantage  of the  Contract is that it  provides  the ability to
accumulate capital on a tax-deferred basis. The purchase of a Contract to fund a
tax-qualified  retirement  account does not provide any  additional tax deferred
treatment  of  earnings  beyond  the  treatment  provided  by the  tax-qualified
retirement  plan itself.  However,  the Contract  does provide  benefits such as
lifetime income  payments,  family  protection  through death benefits and asset
allocation.

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 $10,000 or more.
o    Each subsequent investment must be $50 or more.
o    The total purchase payments made during the life of the Contract may not be
     greater than $2 million.

Separate Account Investment Options (see THE FUNDS):
You may allocate your net premium payments to Separate Account  divisions and/or
the Fixed  Account.  Not all Separate  Account  divisions  are  available in all
states. A current list of Separate Account divisions available in your state may
be obtained from a sales representative or the annuity service office.

Each Separate Account  division invests in shares of an underlying  Mutual Fund.
More detailed  information about the underlying Mutual Funds may be found in the
current prospectus for each underlying Mutual Fund.

The Mutual Funds  offered  through this  Contract may have names that are nearly
the same or similar to the names of retail mutual funds.  However,  these Mutual
Funds are not the same as those  retail  mutual  funds,  even  though  they have
similar names and may have similar  characteristics  and the same managers.  The
investment  performance of these Mutual Funds is not necessarily  related to the
performance  of the retail  mutual  funds.  The Mutual  Funds are  described  in
separate prospectuses that accompany this Prospectus.

<TABLE>
<CAPTION>
    Division                                             invests in:
<S> <C>                                                  <C>
                                                         American Century Variable Portfolios, Inc.
    American Century VP Growth & Income                      VP Income & Growth

                                                         Franklin Templeton Variable Insurance Products Trust
    Templeton Growth Securities                              Templeton Growth Securities Fund Class 2

                                                         Principal Variable Contracts Fund, Inc.
    Blue Chip                                                Blue Chip Account
    Bond                                                     Bond Account
    Capital Value                                            Capital Value Account
    International                                            International Account
    LargeCap Growth                                          LargeCap Growth Account
    MidCap                                                   MidCap Account
    MidCap Growth                                            MidCap Growth Account
    MidCap Value                                             MidCap Value Account
    Money Market                                             Money Market Account
    SmallCap                                                 SmallCap Account
    SmallCap Growth                                          SmallCap Growth Account
    Stock Index 500                                          Stock Index 500 Account
</TABLE>

Transfers (see Separate Account Transfers for additional  restrictions)
o    During the accumulation period:
     o   from the Separate Account divisions:
         o    dollar amount or percentage of transfer must be specified; and
         o    transfer may occur on scheduled or unscheduled basis (a $30 fee is
              imposed on each  unscheduled  transfer after the 12th  unscheduled
              transfer in a contract year).
     o   from the Fixed Account:
         o    percentage or dollar amount of transfer must be specified; and
         o    amounts  available for transfer  without payment of a transfer fee
              are  limited  (see  Fixed  Account  Transfers,  Total and  Partial
              Surrenders).
o During the annuity payment period, transfers are not permitted.

Surrenders  (total or partial) (see Separate Account Surrender and Fixed Account
Transfers, Total and Partial Surrenders)
o    During the accumulation period:
     o   a dollar amount must be specified;
     o   surrenders before age 59 1/2 may involve an income tax penalty;
     o   full surrender permitted prior to the annuity payment date; and
     o   partial surrender permitted prior to annuity payment date (a $30 fee is
         imposed  on  each   unscheduled   partial   surrender  after  the  12th
         unscheduled partial surrender in a contract year).
o During the annuity payment period, surrenders are not permitted.

Charges and Deductions
o    No sales charge on purchase payment at the time of investment.
o    A  contingent  deferred  surrender  charge is imposed  on certain  total or
     partial surrenders from the Fixed Account.
o    A  transfer  fee  applies to certain  transfers  from the Fixed  Account to
     divisions of the Separate Account.
o    A mortality  and expense risks daily charge equal to 0.85% per year applies
     to amounts in the  Separate  Account.  The  Company  reserves  the right to
     increase this charge but guarantees that it will not exceed 1.25% per year.
o    Daily  Separate  Account  administration  charge is currently  zero but the
     Company reserves the right to assess a charge not to exceed 0.15% annually.
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.

Standard Death Benefit
o    During the accumulation period:
     o   the death benefit is the greater of:
         o    accumulated value, or
         o    purchase payments minus partial surrenders,  any transaction fees,
              surrender charges and transfer fees.
     o You may  choose to have  death  benefit  payments  made  under an annuity
payment option.
o    During the annuity period:
     o   your  named  beneficiary(ies)  receives  only the  continuing  payments
         provided by the annuity payment option selected.

Annuity Payment Options
o    You may choose  from  several  fixed  payment  options  which start on your
     selected annuity payment date.
o    Payments are made to the annuitant (or beneficiary).

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


CONDENSED FINANCIAL INFORMATION

The policy was first offered on April 30, 1999.  The  following  unit values are
for the period from April 30, 1999 through December 31, 1999.

<TABLE>
<CAPTION>
                                                                                                                    Number of
                                                                Accumulation Unit Value                         Accumulation Units
                                                Outstanding                             Beginning                    End of
Percentage of Change                           End of Period                            of Period                    Period
from Prior Period                              (in thousands)
<S>  <C>                                           <C>               <C>                <C>                           <C>
Blue Chip Division
     1999                                          $10.000           $10.256              2.56%                       123

Bond Division
     1999                                           10.000             9.708             -2.92                        107

Capital Value Division
     1999                                           10.000             8.872            -11.28                        103

International Division
     1999                                           10.000            11.681             16.81                         53

LargeCap Growth Division
     1999                                           10.000            13.278             32.78                         31

MidCap Division
     1999                                           10.000            10.944              9.44                         32

MidCap Growth Division
     1999                                           10.000            11.285             12.85                          9

MidCapValue Division
     1999                                           10.000            11.200             12.00                         18

Money Market Division
     1999                                           10.000            10.253              2.53                         94

SmallCap Division
     1999                                           10.000            13.789             37.89                         50

SmallCap Growth Division
     1999                                           10.000            17.178             71.78                         24

Stock Index 500 Division
     1999                                           10.000            10.985              9.85                        302

American Century Growth & Income Division
     1999                                           10.000            11.110             11.10                         43

Templeton Growth Securities Division*
     1999                                           10.000            11.485             14.85                         20


<FN>
*  The Templeton  Variable  Products  Series Fund - Templeton Stock Fund Class 2
   was  acquired  and  changed  its  name  to the  Franklin  Templeton  Variable
   Insurance  Products  Trust - Templeton  Growth  Securities  Fund - Class 2 on
   5/1/2000.  Performance  shown for periods  prior to this date  represent  the
   historical  results for Templeton  Variable  Products Series Fund - Templeton
   Stock Fund Class 2.
</FN>
</TABLE>

THE PRINCIPAL FREEDOMSM VARIABLE ANNUITY

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

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 50306-9382.  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,  Principal Life Insurance 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

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

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

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

THE FUNDS

The  Principal  Variable   Contracts  Fund,  Inc.,   American  Century  Variable
Portfolios,  Inc. - VP Income & Growth and Franklin Templeton Variable Insurance
Products  Trust -  Templeton  Growth  Securities  Fund Class 2 are Mutual  Funds
registered  under the  Investment  Company Act of 1940 as  diversified  open-end
investment  management  companies.  The  Mutual  Funds  provide  the  investment
vehicles for the Separate  Account.  A full description of the Mutual Funds, the
investment objectives, policies and restrictions, charges and expenses and other
operational  information are contained in the accompanying  prospectuses  (which
should be read  carefully  before  investing)  and the  Statement of  Additional
Information  ("SAI").  Additional copies of these documents are available from a
sales representative or our annuity service office.

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

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

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

Templeton  Global  Advisors  Limited  serves as the  investment  advisor for the
Franklin   Templeton  Variable  Insurance  Products  Trust  -  Templeton  Growth
Securities  Fund Class 2. The  Advisor is located at Lyford Cay,  Nassau,  N.P.,
Bahamas.  The Advisor supervises all aspects of the fund's operations  including
managing its assets,  making its  investment  decisions,  and providing  certain
administrative facilities and services to the fund.

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

The following is a brief summary of the investment objectives of each division:

<TABLE>
<CAPTION>
     Division               Division Invests In             Investment Advisor*                     Investment Objective
     --------               -------------------             ------------------                      --------------------
<S>                        <C>                         <C>                         <C>
                           American Century
                           Variable Portfolios, Inc.
American Century VP        VP Income & Growth          American Century            Seeks dividend growth, current income and capital
Income & Growth                                        Investment Management, Inc. appreciation.The Account will seek to achieve its
                                                                                   investment objective by investing in common
                                                                                   stocks.
                           Franklin Templeton Variable
                           Insurance Products Trust
Templeton  Growth          Templeton  Growth           Templeton  Global Advisors  Capital growth  through  investing  primarily in
                           Securities  Fund - Class 2    Limited                   Securities common and preferred stock issued by
                                                                                   companies, large and small, in various nations
                                                                                   throughout the world.
                           Principal Variable
                           Contracts Fund, Inc.
Blue Chip                  Blue Chip Account           Invista Capital Management, Seeks to achieve growth of capital and growth of
                                                        LLC through a sub-advisory income by investing primarily in common stocks
                                                        agreement                  of well capitalized, established companies.

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

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

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

LargeCap Growth            LargeCap Growth Account     Janus Capital Corporation   Seeks long-term growth of capital by investing
                                                        through a sub-advisory     primarily in equity securities of growth
                                                        agreement                  companies with market capitalization of greater
                                                                                   than $10 billion.

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

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

MidCap Value               MidCap Value Account        Neuberger & Berman          Seeks long-term growth of capital by investing
                                                         Management, Inc. through  primarily in equity securities of companies with
                                                         a sub-advisory agreement  value characteristics and market capitalizations
                                                                                   in the $1 billion to $10 billion range.

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

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

SmallCap Growth            SmallCap Growth Account     Berger Associates           Seeks long-term growth of capital by investing
                                                        through a sub-advisory     primarily in equity securities of small growth
                                                        agreement                  companies with market  capitalization of less
                                                                                   than $1 billion.

Stock Index 500            Stock Index 500 Account     Invista Capital Management, Seeks long-term  growth of  capital. The  Account
                                                        LLC through a sub-advisory attempts to mirror the investment results of the
                                                        agreement                  Standard & Poor's Stock Index.
<FN>

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

THE CONTRACT

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

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

1.   Purchase payments
The initial purchase payment must be at least $10,000.  Subsequent payments must
be at least $50.  The total of all  purchase  payments  may not be greater  than
$2,000,000 without our prior approval.

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  distribute the  accumulated  value if no premiums
     are paid during two consecutive  calendar years and the  accumulated  value
     (or  total  purchase  payments  less  partial   surrenders  and  applicable
     surrender charges and transfer fees) is less than $5,000.  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 $5,000.

2.   Allocation of purchase payments and examination offer (Free-Look period)
Your purchase payments are allocated to the Separate Account divisions and/or to
the Fixed Account according to your instructions.  The percentage allocation for
future purchase payments may be changed,  without charge, at any time by sending
a written request to or telephoning  the annuity service office.  The allocation
changes  are  effective  at the end of the  valuation  period in which  your new
instructions  are received.  You may not allocate  your  investment to the Fixed
Account if it causes the value of the Fixed  Account to be more than  $1,000,000
(without our prior approval).

Under state law, you have the right to return the Contract for any reason during
the  free-look  period.  Some states  require us to return the initial  purchase
payment(s).  If your  Contract is issued in one of those  states,  your  initial
purchase  payments are  allocated  to the Money Market  Division for 15 days (20
days for contracts  issued in Idaho) after the contract  date.  After the 15-day
period  (20 days in Idaho),  the  initial  purchase  payment(s)  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 accumulated value is refunded.

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

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

The  free-look  period is 10 days after the  Contract is delivered to you in all
states, unless your Contract is issued in:
     a. California and you are age 60 and over (30 day free-look period);
     b. Colorado (15 day free-look period); or
     c. Idaho or North Dakota (20 day free-look period).

You may return the  Contract by sending it, and a written  request to cancel the
Contract,  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 free-look  period.
If you send your request (properly addressed and postage prepaid) to the annuity
service  office,  the date of the postmark is used to determine if the free-look
period has expired.

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

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

There is no guaranteed  minimum  Separate  Account value. Its value reflects the
investment experience of the Separate Account divisions that you choose. It also
reflects your purchase  payments,  partial  surrenders and the Contract expenses
deducted from the Separate  Account.  At the end of any valuation  period,  your
Contract's value in a division is:
o    the number of units you have in a division multiplied by
o    the value of a unit in the division.
The  number  of units is the  total of units  purchased  by  allocations  to the
division from:
o    your initial purchase payment;
o    subsequent investments; and
o    transfers from another division or the Fixed Account.
minus units sold:
o    for partial surrenders from the division;
o    as part of a transfer to another division or the Fixed Account; and
o    to pay Contract charges and fees.

Unit values are calculated each valuation date. To calculate the unit value of a
Separate Account  division,  the unit value from the previous  valuation date is
multiplied by the  divisions' 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 Separate  Account
division.  The net  investment  factor for a valuation  period is  calculated as
follows:

<TABLE>
<CAPTION>
<S>     <C>
 [{share price (net asset value) of the 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 Mutual Fund at the end of the previous valuation period]
                                      minus
                    {total Separate Account annual expenses}

<FN>

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

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

2.   Allocation of purchase payments
On your  application for the Contract,  you direct your purchase  payments to be
allocated to Separate Account divisions,  the Fixed Account or both. Percentages
must be in whole numbers and total 100%.  Subsequent  investments are made using
the same allocation  percentages  unless you change the allocations.  Changes to
purchase payment allocations do not transfer existing accumulated value.

Using your allocation percentages,  we will credit your purchase payments to the
Separate Account  divisions and/or the Fixed Account.  The payments are credited
to the Separate Account  divisions using the unit value next calculated after we
receive your payment.


Changes to the allocation  percentages may be made without  charge.  A change is
effective on the next valuation  period after we receive your new  instructions.
You can change the allocations by mailing your instructions to us, calling us at
1-800-852-4450,  if telephone  services apply, or faxing your instructions to us
at 1-515-248-9800.

3.   Separate Account division transfers
You may request an unscheduled transfer or set up a periodic transfer by sending
us a written request, calling us if telephone services apply (1-800-852-4450) or
faxing your request at  1-515-248-9800.  You must  specify the dollar  amount or
percentage  to transfer  from each Separate  Account  division.  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  Separate  Account
     division within six months; or
o    after the transfer,  the Fixed Account value would be more than  $1,000,000
     (without our prior approval).

Unscheduled
o    You  may  make  unscheduled  Separate  Account  division  transfers  from a
     division to another division or to the Fixed Account.
o    The transfer is made, and values determined, as of the end of the valuation
     period in which we receive your request.
o    The  transfer  amount must be equal to or greater than the lesser of $50 or
     the total value of the Separate Account division from which the transfer is
     being made.
o    A  $30  fee  is  imposed  on  each  unscheduled  transfer  after  the  12th
     unscheduled  transfer in a contract year (for fee  purposes,  all transfers
     based on a single instruction are considered to be a single transfer).

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

4.   Separate Account surrenders
Surrenders from the Separate Account are generally paid within seven days of the
effective  date of the  request for  surrender  (or earlier if required by law).
However, certain delays in payment are permitted (see GENERAL PROVISIONS - Delay
of Payment). 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  allocations  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.

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

Unscheduled partial
o    Prior to the annuity  payment  date,  you may surrender a part of the Fixed
     Account and/or Separate Account value by sending us a written request.
o    You must specify the dollar amount of the  surrender  (which must be $50 or
     more).
o    The surrender is effective at the end of the valuation  period during which
     we receive your written request for surrender.
o    The  surrender  is  deducted  from your Fixed  Account  value  and/or  your
     Separate  Account  division(s)   according  to  the  surrender   allocation
     percentages you specify.
o    If surrender allocation percentages are not specified, we use your purchase
     payment allocation percentages.
o    We surrender units from the Separate Account divisions and/or Fixed Account
     amounts  to equal the  dollar  amount  of the  surrender  request  plus any
     applicable Fixed Account surrender charge.
o    The accumulated value after the unscheduled partial surrender must be equal
     or  greater  than  $5,000  (we  reserve  the  right to change  the  minimum
     remaining accumulated value but it will not be greater than $10,000).
o    A $30 fee is imposed on each unscheduled  partial  surrender after the 12th
     unscheduled partial surrender in a contract year.  Surrenders from multiple
     Separate  Account  divisions made at the same time are considered to be one
     surrender for purposes of calculating this fee.

Scheduled partial
o    You may elect partial  surrenders on a periodic basis by sending us written
     notice.
o    Your accumulated value must be at least $5,000 when the surrenders begin.
o    Surrenders are made from any of the Separate  Account  divisions and/or the
     Fixed Account.
o    You may specify  monthly,  quarterly,  semi-annually or annually and pick a
     surrender date (other than the 29th, 30th or 31st).
o    If the selected date is not a valuation  date, the transfer is completed on
     the next valuation date.
o    The surrender is deducted from your Fixed Account value and/or any Separate
     Account division(s)  according to the surrender allocation  percentages you
     specify.
o    If surrender allocation percentages are not specified, we use your purchase
     payment allocation percentages.
o    We surrender units from the Separate Account divisions and/or Fixed Account
     to equal the dollar  amount of the  surrender  request plus any  applicable
     surrender charge.
o    The surrenders  continue until the accumulated  value is zero or we receive
     written notice to stop them.

5.   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 an annuity payment option. If we do not receive your instructions,
the death benefit is paid according to  instructions  from the  beneficiary.  No
surrender charge applies when a death benefit is paid.

You  name  the   beneficiary  or   beneficiaries   in  your   application.   The
beneficiary(ies) receive benefits upon your death. If the owner is not a natural
person,  death benefits are paid to the  beneficiary(ies)  upon the death of the
annuitant.

Unless  you  have  named  an  irrevocable  beneficiary,   you  may  change  your
beneficiary(ies)  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  survives you, we will pay the death benefit to your
estate in a lump sum.

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 and
the beneficiary's written  instructions.  Some states require this payment to be
made in less than seven days. Under certain  circumstances,  this payment may be
delayed (see GENERAL PROVISIONS - Delay of Payments).  We pay interest (at least
3% or as  required by state law) on the death  benefit  from the date we receive
all  required  documents  until  payment  is made or until the death  benefit is
applied under an annuity payment option.

Standard Death Benefit
The amount of the death benefit is the greater of:
o    your accumulated value on the date we receive all required documents; or
o    the total of  purchase  payments  minus any  partial  surrenders,  fees and
     charges  as of the  date we  receive  all  required  documents  and  notice
     (including proof) of death.

If you die before the annuitant  and your  beneficiary  is your spouse,  we will
continue the Contract with your spouse as the new owner.  Alternatively,  within
60 days of your death, your spouse may elect to:
o    apply the death benefit under an annuity payment option; or
o    receive the death benefit as a single payment.

If the  annuitant  dies before you and is not a joint owner,  you may name a new
annuitant.  If a new  annuitant  is not named  within  60 days of our  receiving
notice (including proof) of the original  annuitant's death, you will become the
annuitant. If the owner of the contract is not a natural person, the annuitant's
death is treated as the death of the owner.

If your  beneficiary is a natural person but not your spouse,  the death benefit
may be paid as:
o    fixed  income  for a period  of  years  that is not  greater  than the life
     expectancy of the beneficiary;
o    life  income  with no  minimum  guaranteed  period or a minimum  guaranteed
     period that is not greater than the life expectancy of the beneficiary;
o    a lump sum; or
o    an individual arrangement approved by us.

NOTE:    If your beneficiary is not a natural person,  the death benefit must be
         paid  out  within  five  years of your  death.  If you die  before  the
         annuitant and before the annuity payment date,  there may be additional
         requirements imposed by the Code (see FEDERAL TAX MATTERS).

The Retirement Period
1.   Annuity payment date
You may specify an annuity payment date in your application. 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 later of the  annuitant's  85th  birthday  or 10 years
after the contract date.

Depending on the type of retirement  arrangement made when a Contract is issued,
payments  that are made too early or too late may be subject  to  penalty  taxes
(see FEDERAL TAX MATTERS). You should consider this carefully when you select or
change the annuity payment date.

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

2.   Annuity payment options
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    option selected; and
o    age of annuitant (unless fixed income option is selected).

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

You may  select an annuity  payment  option or change a  previous  selection  by
written  request.  We must receive the request on or before the annuity  payment
date. You may not change your annuity  payment  option or make Separate  Account
division transfers after the annuity payment date.

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:

o    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.

o    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. If you die after the payments  begin and before the
     end of  the  minimum  guaranteed  period  (if  applicable),  the  remaining
     payments  are made to the  beneficiary  named  under your  annuity  payment
     option.

o    Joint and Survivor  Life  Income.  Payments are made during the life of the
     annuitant and joint annuitant,  continuing until the death of the survivor.
     This  option  includes  a minimum  guaranteed  period of 10 years.  If both
     persons die before the end of the minimum  guaranteed period, the remaining
     payments are made to the beneficiary under your annuity payment option.

o    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.

o    Other annuity payment options may be available with our approval.

If you do not select an annuity payment option,  your accumulated  value will be
applied as follows to determine  the annuity  payment:  o life income with a ten
year  guarantee;  or o if there are joint  annuitants,  joint and survivor  life
income with a ten year guarantee.

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(ies).  In addition,  payments must be made at least
once a year.  Tax  penalties  may also  apply at your  death on  certain  excess
accumulations. You should consider potential tax penalties with your tax advisor
when selecting an annuity payment option or taking other  distributions from the
Contract.

CHARGES AND DEDUCTIONS

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

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 0.85% of the average daily net
assets of the Separate Account. We reserve the right to increase this charge but
guarantee  that it will not exceed 1.25% per year.  This charge is assessed only
prior to the annuity  payment date. This charge is assessed daily when the value
of an accumulation unit is calculated.

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

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

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

Transaction Fee
A transaction fee of $30 applies to each unscheduled partial surrender after the
twelfth  unscheduled partial surrender in a contract year. A $30 transaction fee
is also charged to each  unscheduled  transfer from a division after the twelfth
such transfer in a contract year. The transaction fee is deducted from the Fixed
Account and/or your interest in a Separate  Account  division(s)  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.
Currently, premium taxes range from zero to 3.5%.

Fixed Account Surrender Charge and Transfer Fee
No sales  charge is  collected or deducted  when  purchase  payments are applied
under the Contract to provide an annuity payment option.  A surrender  charge is
assessed on certain  total or partial  surrenders  from the Fixed  Account.  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 will include profit, if any, from the mortality and expense
risks charge.

The surrender  charge for any total or partial  surrender is a percentage of the
Fixed Account purchase payments surrendered which were received by us during the
seven contract years prior to the surrender.  The applicable percentage which is
applied  to the sum of the  Fixed  Account  purchase  payments  (which  includes
amounts  transferred  to the  Fixed  Account  from any of the  Separate  Account
divisions) paid during each contract year is determined by the following table.

The Fixed Account  transfer fee is assessed on certain  transfers from the Fixed
Account to the Separate Account (For contracts sold in South Carolina, the Fixed
Account transfer fee is waived).

<TABLE>
                                    Table of Fixed Account Surrender Charges and Transfer Fees


<CAPTION>
                    Number of completed contract years                   Surrender charge and transfer fee applied
                         since each Fixed Account                        to Fixed Account surrenders and transfers
                          purchase* was made                                  beyond Free Transaction Amount

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

<FN>
     *   Includes  amounts  transferred  to Fixed Account from Separate  Account
         divisions.  Each Fixed Account  purchase  payment  begins in year 0 for
         purposes of calculating the percentage applied to that payment.
</FN>
</TABLE>

For purposes of calculating surrenders and transfers,  we assume that surrenders
and  transfers  are made in the  following  order*:
o    first from Fixed  Account  purchase  payments we  received  more than seven
     completed contract years prior to the surrender (or transfer);
o    then from the Fixed Account free  transaction  amount (first from the Fixed
     Account's  earnings,  then from the oldest Fixed Account purchase  payments
     (first-in, first-out)) described below; and
o    then from Fixed  Account  purchase  payments we  received  within the seven
     completed  contract years before the surrender (or transfer) on a first-in,
     first-out basis.
*    The order for tax reporting purposes is different.  You should consult your
     tax advisor.

Where permitted by state law, we reserve the right to reduce:
o    the surrender  charge fee for any amounts  surrendered  from this Contract;
     and/or
o    transfer fees on amounts transferred from the Fixed Account to the Separate
     Account.
These  reductions would apply to Contracts that are attributable to a conversion
from other products issued by the Company and its  subsidiaries and as otherwise
permitted by the Investment Company Act of 1940 (as amended).

For Contracts sold in Massachusetts:
o    There is no  transfer  fee on  purchase  payments  allocated  to the  Fixed
     Account after the 13th contract year.
o    There is no surrender  charge on purchase  payments  allocated to the Fixed
     Account after the 13th contract year.

Waiver of Fixed Account Surrender Charge Rider
The Fixed Account Surrender Charge will not apply to:
o    amounts applied under an annuity payment option; or
o    payment of death benefit; or
o    amounts  distributed  to satisfy the minimum  distribution  requirement  of
     Section 401(a)9 of the Code (applies to qualified Contracts only); or
o    amounts transferred,  after the seventh contract year, from the Contract to
     a single premium immediate annuity issued by the Company; or
o    any  amount  transferred  from a  Contract  used  to fund  another  annuity
     contract  issued by the  Company to the  contract  owner's  spouse when the
     distribution is made under a divorce decree; or
o    surrenders made after the first contract anniversary (if permitted by state
     law) if the owner or annuitant has a critical need.

Waiver of the charge is available for critical need if the following  conditions
are met:
o    owner or annuitant has a critical need;
o    the owner or annuitant  to whom the  critical  need applies is the original
     owner or annuitant; 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 payments.


This  rider  may  not  available  in  all  states.  Specific  provisions  and/or
definitions  may  have  state  variations.  Contact  us  at  1-800-852-4450  for
additional information.


The  Waiver  of  Fixed  Account  Surrender  Charge  Rider is not  available  for
Contracts sold in Massachusetts.

Administration Charge
We reserve  the right to assess  each  Separate  Account  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
Where  permitted  by  state  law,  Contracts  may be  purchased  under  group or
sponsored arrangements as well as on an individual basis.
     Group  Arrangement  - program  under  which a trustee,  employer or similar
     entity  purchases  Contracts  covering  a group of  individuals  on a group
     basis.
     Sponsored  Arrangement  - program  under  which an employer  permits  group
     solicitation of its employees or an association  permits group solicitation
     of its members for the purchase of Contracts on an individual basis.

The charges and  deductions  described  above may be reduced or  eliminated  for
Contracts issued in connection with group or sponsored  arrangements.  The rules
in effect at the time the  application  is approved will determine if reductions
apply. Reductions may include but are not limited to sales of Contracts without,
or  with   reduced,   mortality  and  expense   risks   charges,   annual  fees,
administrative charge, the cost of insurance or surrender charges.

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

Eligibility for and the amount of these reductions are determined by a number of
factors,  including  the  number of  individuals  in the  group,  the  amount of
expected  purchase  payments,  total  assets under  management  for the Contract
owner,  the relationship  among the group's  members,  the purpose for which the
Contract is being purchased,  the expected persistency of the Contract,  and any
other circumstances which, in our opinion are rationally related to the expected
reduction  in  expenses.  Reductions  reflect  the  reduced  sales  efforts  and
administrative  costs  resulting  from  these  arrangements.  We may  modify the
criteria for and the amount of the reduction in the future.  Modifications  will
not unfairly discriminate against any person, including affected Contract owners
and other contract owners with contracts funded by the Separate Account.

FIXED ACCOUNT

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

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

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

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

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

Each contract anniversary, we declare a renewal interest rate that is guaranteed
and applies to the Fixed  Account  value in  existence  at that time.  This rate
applies  until  the end of the  contract  year.  Interest  is  earned  daily and
compounded  annually  at the end of  each  contract  year.  Once  credited,  the
interest is guaranteed  and becomes part of the  accumulated  value in the Fixed
Account from which deductions for fees and charges may be made.

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

Fixed Account Transfers, Total and Partial Surrenders
Transfers and surrenders  from your  investment in the Fixed Account are subject
to certain  limitations.  In addition,  surrenders  and transfers from the Fixed
Account may be subject to a charge or fee (see Fixed  Account  Surrender  Charge
and Transfer Fee). The total amount you may transfer  and/or  surrender from the
Fixed Account may not exceed your Fixed Account value.

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

Fixed Account Free Transaction Amount
Each  contract  year, a certain  portion of your Fixed  Account  value may be:
o    withdrawn free of the surrender charge; or
o    transferred to the Separate Account free of the transfer fee.

The surrender  charge and transfer fee do not apply to Fixed Account  surrenders
or transfers (or a combination of surrenders and transfers)  which do not exceed
the greater  of:
o    your   Fixed    Account's    earnings    (Fixed    Account    value   minus
     unsurrendered/non-transferred Fixed Account purchase payments still subject
     to a surrender charge or transfer fee); or
o    10% of your total Fixed Account value  recalculated  as of the later of the
     contract date or last contract anniversary; or
o    an amount  surrendered 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.
In addition,  10% of Fixed Account purchase payments during the current Contract
year may be  surrendered  without a surrender  charge or  transferred  without a
transfer fee.

Unscheduled Fixed Account Transfer
You may make an  unscheduled  transfer from the Fixed Account each contract year
as follows:
o    The transfer is effective on the  valuation  date  following  our receiving
     your instructions.
o    You must specify the dollar amount or percentage to be transferred.
o    Amounts  in excess of the Fixed  Account  Free  Transaction  Amount  may be
     subject to a transfer fee.
o    You may transfer up to 100% of your Fixed Account value (without  incurring
     the transfer fee) within 30 days after a contract anniversary if:
     o   your Fixed Account value is less than $1,000, or
     o   the renewal  interest rate for your Fixed Account 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.
     o   If you do not meet one of the preceding conditions,  transfers from the
         Fixed  Account may be subject to a surrender  charge (see Fixed Account
         Surrender Charge and Transfer Fee).

Scheduled Fixed Account Transfer (Dollar Cost Averaging)
You may make  scheduled  transfers on a periodic basis from the Fixed Account as
follows:
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    The minimum transfer amount is $50.
o    Transfers  continue  until  your  value in the Fixed  Account is zero or we
     receive your notice to stop them.
o    If you stop the  transfers,  you may not start them again without our prior
     approval.

GENERAL PROVISIONS


Telephone Services
Telephone  services  are  permitted  (unless  prohibited  by state law) for both
changes in the  allocation  of future  purchase  payments  and  transfers  among
divisions.  Telephone services may be declined on the Contract 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.

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

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

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

Delay of Payments
Surrenders   are  generally  made  within  seven  days  after  we  receive  your
instruction  for a  surrender  in a form  acceptable  to us.  This period may be
shorter  where  required  by law.  However,  payment of any amount upon total or
partial surrender,  death or the transfer to or from a Separate Account 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
     Commission  or when the  Exchange  is closed  for other than  weekends  and
     holidays, or
o    an emergency exists, as determined by the Commission, 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  Commission  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 will be made within seven days thereafter.

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

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

Assignment
You may assign 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 amounts paid to an assignee are
treated as a partial surrender and is paid in a single lump sum.

Change of Owner
You may change your  ownership  designation  at any time (this does not apply to
IRAs or IRA  rollovers).  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.  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, you have the right to name a beneficiary.  This
may be done as  part of the  application  process  or by  sending  us a  written
request. Unless you have named an irrevocable  beneficiary,  you may change your
beneficiary  designation by sending us a written request.  A joint annuitant may
not be named as a beneficiary.

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 $5,000.  Before the Contract is terminated,
we will send you a notice to increase the accumulated  value to $5,000 within 60
days.

RIGHTS RESERVED BY THE COMPANY

We reserve the right to make  certain  changes if, in our  judgement,  they best
serve the interests of you and the annuitant or are  appropriate in carrying out
the purpose of the Contract.  Any changes will be made only to the extent and in
the manner  permitted by applicable  laws.  Also,  when required by law, we will
obtain your approval of the changes and approval from any appropriate regulatory
authority.  Approvals may not be required in all cases.  Examples of the changes
the Company may make include:
o    transfer  assets  in any  division  to  another  division  or to the  Fixed
     Account;
o    add, combine or eliminate divisions in the Separate Account; or
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  judgement,  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.  Though it is sold primarily
by insurance  agents who are employees of the Company,  the Contract may also be
offered by  insurance  agents or brokers who are not our  employees  but who are
appointed by us to sell variable annuities.  Our employees who sell the Contract
are also registered  representatives of Princor Financial Services  Corporation,
Principal   Financial  Group,  Des  Moines,   Iowa  50392-0200.   Princor  is  a
broker-dealer  registered under the Securities Exchange Act of 1934 and a member
of the National  Association  of Securities  Dealers,  Inc. When the Contract is
sold by our employees,  as the principal  underwriter,  Princor is paid 1.35% of
purchase  payments by the Company for the distribution of the Contract.  Princor
is also the principal  underwriter for various registered  investment  companies
organized by the Company.  Princor is an indirectly  wholly-owned  subsidiary of
the Company.

In addition to being sold by our employees,  the Contract may be offered through
other registered  representatives  of Princor and registered  representatives of
other selected  broker-dealers.  Such broker-dealers are either registered under
the Securities Exchanges Act of 1934 or are exempt from such registration.  When
the Contract is sold by other than our employees,  as the principal underwriter,
Princor is paid 1.50% of purchase  payments by the Company for the  distribution
of the Contract.

PERFORMANCE CALCULATION

The  Separate  Account  may  publish   advertisements   containing   information
(including graphs,  charts, tables and examples) about the performance of one or
more of its  divisions.  The Contract  was not offered  prior to April 30, 1999.
However,  shares of Accounts in which the Bond,  Capital  Value,  International,
MidCap,  MidCap Growth, Money Market,  SmallCap and SmallCap Growth divisions of
the  Separate  Account  invest were  offered  prior to that date.  The  Separate
Account may publish advertisements containing information about the hypothetical
performance of one or more of its divisions for this Contract as if the Contract
had been  issued on or after  the date the  Mutual  Fund in which  the  division
invests was first offered.  The  hypothetical  performance  from the date of the
inception of the Mutual Fund in which the Separate  Account  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 American  Century VP Income & Growth,  Blue Chip,  LargeCap  Growth,  MidCap
Value,  Stock  Index 500,  and  Templeton  Growth  Securities  divisions  of the
Separate  Account were not offered  until April 30, 1999.  Performance  data for
these divisions are calculated utilizing  standardized  performance formulas and
shows performance since the inception date of the division.

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

From time to time the Separate  Account  advertises its Money Market  Division's
"yield" and "effective yield" for these Contracts.  Both yield figures are based
on historical earnings and are not intended to indicate future performance.  The
"yield" of the division  refers to the income  generated by an investment in the
division over a 7-day period (which period is stated in the advertisement). This
income is then  "annualized."  That is,  the amount of income  generated  by the
investment  during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment.  The "effective yield" is
calculated similarly but, when annualized, the income earned by an investment in
the  division is assumed to be  reinvested.  The  "effective  yield" is slightly
higher  than the  "yield"  because  of the  compounding  effect  of the  assumed
reinvestment.

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

The Separate  Account  also  advertises  the average  annual total return of its
various  divisions.  The average annual total return for any of the divisions is
computed by calculating  the average annual  compounded  rate of return over the
stated  period  that would  equate an initial  $1,000  investment  to the ending
redeemable Contract value.

VOTING RIGHTS

The Company  votes shares of the Mutual  Funds 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  Separate  Account
division.

The number of shares in which you have a voting  interest is  determined by your
investment in the Separate  Account  division as of a "record  date." The record
date is set by the Mutal Fund within the  requirements  of the laws of the state
which govern that Mutual Fund.  The number of shares held in Separate  Account B
attributable  to your  interest in each  division is  determined by dividing the
value of your  interest in that  division by the net asset value of one share of
the  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 Separate
Account B in its own right.

FEDERAL TAX MATTERS

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

Non-Qualified Contracts
Section 72 of the Code governs the taxation of annuities in general.
o    Purchase payments made under non-qualified  Contracts are not excludible or
     deductible from your gross income or any other person's gross income.
o    An increase in the accumulated value of a non-qualified  Contract resulting
     from the investment  performance of the Separate Account or interest credit
     to the Fixed  Account is generally  not taxable until paid out as surrender
     proceeds, death benefit proceeds, or otherwise.
o    Generally,  owners who are not natural persons are immediately taxed on any
     increase in the accumulated value.
The  following  discussion  applies  generally  to  Contracts  owned by  natural
persons.
o    Surrenders or partial surrenders are taxed as ordinary income to the extent
     of the accumulated income or gain under the Contract.
o    The value of the Contract  pledged or assigned is taxed as ordinary  income
     to the same extent as a partial 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 the investment in the Contract is taxed
          as ordinary  income.  The  remainder  of each  annuity  payment is not
          taxed.
     o    After the  investment  in the Contract is paid out, the full amount of
          any annuity payment is taxable.

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

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

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

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

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

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

A  significant  advantage  of the  Contract is that it  provides  the ability to
accumulate capital on a tax-deferred basis. The purchase of a Contract to fund a
tax-qualified  retirement  account does not provide any additional  tax-deferred
treatment  of  earnings  beyond  the  treatment  provided  by the  tax-qualified
retirement  plan itself.  However,  the Contract  does provide  benefits such as
lifetime income  payments,  family  protection  through death benefits and asset
allocation.

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

Rollover IRAs. If you receive a lump-sum  distribution  from a pension or profit
sharing plan, to maintain the tax deferred  status of the money it may be rolled
into a "Rollover  Individual  Retirement Account." 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 Commission. The SAI is a part of this Prospectus. You
may request a free copy of the SAI by writing or  telephoning  Princor.  You may
obtain  a copy of Part C of the  Registration  Statement  from  the  Commission,
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  financial  statements  of the Principal  Life  Insurance  Company which are
included  in the SAI should be  considered  only as it relates 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  FreedomSM  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

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

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

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

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

Principal Life Insurance Company Separate Account B

     Report of Independent Auditors..............................    7

     Financial Statements........................................    8

Principal Life Insurance Company

     Report of Independent Auditors..............................   31

     Consolidated Financial Statements...........................   32

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


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



                                     PART B



                       STATEMENT OF ADDITIONAL INFORMATION




                  PRINCIPAL FREEDOMSM VARIABLE ANNUITY CONTRACT





                                dated May 1, 2000










The Statement of Additional Information provides information about the Principal
Freedom Variable Annuity sponsored by Principal Life Insurance Company.

This  Statement of Additional  Information  is not a prospectus but does provide
information  that  supplements the Contract's  Prospectus  dated May 1, 2000. It
should  be read with that  Prospectus  which is  available  without  charge.  To
request a copy of the Prospectus, please contact us at:


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





                                TABLE OF CONTENTS

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

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

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

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

     Principal Life Insurance Company Separate Account B

         Report of Independent Auditors..............................   7

         Financial Statements........................................   8

     Principal Life Insurance Company

         Report of Independent Auditors..............................  31

         Consolidated Financial Statements...........................  32




GENERAL INFORMATION AND HISTORY

Principal Life Insurance Company is the issuer of the Principal Freedom Variable
Annuity (the  "Contract").  In 1879, it was  incorporated  under the laws of the
State of Iowa 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 was effective
July 1, 1998.

INDEPENDENT AUDITORS

Ernst & Young LLP, 801 Grand, Des Moines,  Iowa, serves as independent  auditors
for Principal Life Insurance  Company  Separate Account B and the Principal Life
Insurance Company.  The firm performs audit and accounting services for Separate
Account B and the 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.


Effective  January 1, 1998, the Mutual Funds which  corresponded  to Accounts of
the Principal Variable Contracts Fund, Inc. were reorganized as follows:


     Current Name                    Old Mutual Fund Name
     -----------------               --------------------
     Bond Account                    Principal Bond Fund, Inc.
     Capital Value Account           Principal Capital Accumulation Fund, Inc.
     MidCap Account                  Principal Emerging Growth Fund, Inc.
     Money Market Account            Principal Money Market Fund, Inc.
     International Account           Principal World Fund, Inc.

Effective  May 1,  2000,  the  Mutual  Fund which  corresponds  to the  Franklin
Templeton  Variable  Insurance Products Trust - Templeton Growth Securities Fund
Class 2 was reorganized as follows:

     Current Name                            Old Mutual Fund Name
     -----------------                       --------------------
     Franklin Templeton Variable             Templeton Variable Products
       Insurance Products Trust -              Series Fund - Templeton Stock
       Templeton Growth Securities             Fund Class 2
       Fund - Class 2

The Contract was not offered prior to April 30, 1999.  The Separate  Account may
publish advertisements containing information about the hypothetical performance
of one or more of its  divisions  for this  Contract as if the Contract had been
issued on or after the date the Mutual Fund in which such  division  invests was
first offered.  The  hypothetical  performance from the date of the inception of
the underlying Mutual Fund 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 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  published by independent  statistical  services or
publishers and information  regarding performance of certain market indices. Any
performance  data  quoted  for  the  Separate  Account   represents   historical
performance and is not intended to indicate future performance.

From time to time the Account advertises its Money Market division's "yield" and
"effective  yield" for the Contract.  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  (the  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" is 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,  the Separate  Account  advertises  the "yield" for certain  other
divisions  for  the  Contract.  The  "yield"  of a  division  is  determined  by
annualizing the net investment income per unit for a specific, historical 30-day
period and dividing the result by the ending maximum  offering price of the unit
for the same period. This yield quotation does not reflect a contingent deferred
sales  charge  which,  if  included,  would  reduce the  "yield." No  contingent
deferred  sales  charge is  assessed  on  investments  in the  Separate  Account
divisions of the Contract.

The Separate  Account  also  advertises  the average  annual total return of its
various  divisions.  The average annual total return for any of the divisions is
computed by calculating  the average annual  compounded  rate of return over the
stated  period  that would  equate an initial  $1,000  investment  to the ending
redeemable contract value.

Following are the hypothetical average annual total returns for the period ended
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>
                  Division                                    One Year                  Five Year                  Ten Year
<S>                                                             <C>                      <C>                       <C>
American Century Variable Portfolios, Inc. -
     VP Income & Growth                                         17.02%                   23.33%(1)                    N/A
Principal Variable Contracts Fund, Inc.
     Blue Chip                                                   0.58(2)                   N/A                        N/A
     Bond                                                       -3.41                     6.82                      6.86%
     Capital Value                                              -5.09                    16.89                     11.99
     International                                              24.87                    16.31                     13.30(3)
     LargeCap Growth                                            31.72(2)                   N/A                        N/A
     MidCap                                                     12.09                    16.60                     14.38
     MidCap Growth                                               9.73                     3.20(4)                     N/A
     MidCap Value                                                9.62(2)                   N/A                        N/A
     Money Market                                                3.94                     4.27                      4.07
     SmallCap                                                   42.37                     7.32(4)                     N/A
     SmallCap Growth                                            94.05                    50.89(4)                     N/A
     Stock Index 500                                             8.32(2)                   N/A                        N/A
Templeton Variable Insurance Products Trust
     Templeton Growth Securities Fund Class 2                   27.70                    16.38                     12.54

<FN>
(1)  Period from October 31, 1997 through December 31, 1999.
(2)  Period from May 3, 1999 through December 31, 1999.
(3)  Period from May 2, 1994 through December 31, 1999.
(4)  Period from May 1, 1998 through December 31, 1999.
</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 employee  attains age 70 1/2, and such  distributions  must be made
over a period that does not exceed the life  expectancy  of the employee (or the
employee and  Beneficiary).  A penalty tax of 50% would be imposed on any amount
by which the  minimum  required  distribution  in any year  exceeded  the amount
actually  distributed in that year. In addition,  in the event that the employee
dies before his or her entire interest in the Contract has been distributed, the
employee's  entire interest must be distributed in accordance with rules similar
to those  applicable  upon  the  death  of the  Contract  Owner in the case of a
non-qualified contract, as described in the Prospectus.

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

Simplified  Employee  Pension  Plans and Salary  Reduction  Simplified  Employee
Pension Plans Purchase Payments. Under Section 408(k) of the Code, employers may
establish a type of IRA plan referred to as a simplified  employee  pension plan
(SEP).  Employer  contributions  to a SEP cannot exceed the lesser of $24,000 or
15% or the employee's  earned income.  Employees of certain small  employers may
have contributions made to the salary reduction simplified employee pension plan
("SAR/SEP") on their behalf on a salary reduction basis.  These salary reduction
contributions may not exceed $10,000, which is indexed for inflation.  Employees
of  tax-exempt  organizations  and state and local  government  agencies are not
eligible for SAR/SEPs. SAR/SEPs may not be established after December 31, 1996.

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,  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.




                         Report of Independent Auditors




Board of Directors and Participants
Principal Life Insurance Company


We have  audited the  accompanying  individual  and combined  statements  of net
assets of Principal Life Insurance  Company Separate Account B (comprised of the
Aggressive  Growth, AIM V.I. Growth, AIM V.I. Growth and Income, AIM V.I. Value,
American  Century VP Growth & Income,  Asset  Allocation,  Balanced,  Blue Chip,
Bond, Capital Value, Fidelity VIP II Contrafund, Fidelity VIP Growth, Government
Securities,  Growth,  International,  International  SmallCap,  LargeCap Growth,
MicroCap,  MidCap,  MidCap  Growth,  MidCap Value,  Money  Market,  Real Estate,
SmallCap, Small Cap Growth, SmallCap Value, Stock Index 500, Templeton VP Stock,
and Utilities  Divisions) as of December 31, 1999, and the related statements of
operations  for the year then  ended,  and changes in net assets for each of the
two years in the period then ended,  except for those  divisions  operating  for
portions  of such  periods  as  disclosed  in the  financial  statements.  These
financial  statements are the responsibility of the management of Principal Life
Insurance  Company.  Our  responsibility  is to  express  an  opinion  on  these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial  statements.  Our
procedures included confirmation of securities owned as of December 31, 1999, by
correspondence  with the transfer agents.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the individual and combined  financial  position of the
respective  divisions of Principal Life Insurance  Company Separate Account B at
December 31, 1999, and the individual and combined  results of their  operations
and the  changes  in their  net  assets  for the  periods  described  above,  in
conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Des Moines, Iowa
January 31, 2000


<PAGE>



                        Principal Life Insurance Company
                               Separate Account B

                            Statements of Net Assets

                                December 31, 1999

<TABLE>
<CAPTION>
<S>                                                                                                         <C>
Assets
Investments:
     Aggressive Growth Division:
         Aggressive Growth Account - 14,480,324 shares at net asset value of $23.89
              per share (cost - $247,636,940)                                                               $   345,934,950
AIM V.I. Growth Division:
         AIM V.I. Growth Fund - 367,954 shares at net asset value of
              $32.25 per share (cost - $10,843,312)                                                              11,866,523
AIM V.I. Growth and Income Division:
         AIM V.I. Growth and Income Fund - 572,233 shares at net asset value
              of $31.59 per share (cost - $15,842,561)                                                           18,076,830
AIM V.I. Value Division:
         AIM V.I. Value Fund - 396,108 shares at net asset value of
              $33.50 per share (cost - $12,184,028)                                                              13,269,626
American Century VP Growth & Income Division:
         American Century Variable Portfolios Inc.: VP Income & Growth - 59,948
              shares at net asset value of $8.00 per share (cost - $452,533)                                        479,584
Asset Allocation Division:
         Asset Allocation Account - 5,825,489 shares at net asset value of
              $13.23 per share (cost - $69,961,149)                                                              77,071,217
Balanced Division:
         Balanced Account - 12,810,215 shares at net asset value
              of $15.41 per share (cost - $195,788,197)                                                         197,405,415
Blue Chip Division:
         Blue Chip Account - 121,699 shares at net asset value of
              $10.38 per share (cost - $1,209,626)                                                                1,263,239
Bond Division:
         Bond Account - 10,877,467 shares at net asset value of
              $10.89 per share (cost - $127,987,262)                                                            118,455,611
Capital Value Division:
         Capital Value Account - 10,954,082 shares at net asset value of
              $30.74 per share (cost - $347,959,367)                                                            336,728,479
Fidelity VIP II Contrafund Division:
         Fidelity Variable Insurance Products Fund II: Fidelity VIP II Contrafund Portfolio
              -557,500 shares at net asset value of $29.10 per share (cost - $14,465,592)                        16,223,239
Fidelity VIP Growth Division:
         Fidelity Variable Insurance Products Fund: Fidelity VIP Growth Portfolio -
              318,430 shares at net asset value of $54.80 per share (cost - $15,490,259)                         17,449,942
Government Securities Division:
         Government Securities Account - 13,106,099 shares at
              net asset value of $10.26 per share (cost - $140,102,412)                                         134,468,582
Growth Division:
         Growth Account - 14,144,733 shares at net asset value of
              $23.56 per share (cost - $225,380,262)                                                            333,249,917


See accompanying notes.


Assets (continued)
International Division:
     International Account - 11,452,229 shares at net asset value of
              $15.95 per share (cost - $152,867,356)                                                        $   182,663,050
International SmallCap Division:
     International SmallCap Account - 1,285,315 shares at net asset
              value of $16.66 per share (cost - $15,116,129)                                                     21,413,344
LargeCap Growth Division:
         LargeCap Growth Account - 31,315 shares at net asset value of
              $13.26 per share (cost - $348,017)                                                                    415,243
MicroCap Division:
         MicroCap Account - 239,140 shares at net asset value of
              $8.07 per share (cost - $2,025,966)                                                                 1,929,858
MidCap Division:
         MidCap Account - 6,237,946 shares at net asset value of
              $36.90 per share (cost - $185,823,068)                                                            230,180,208
MidCap Growth Division:
         MidCap Growth Account - 746,126 shares at net asset value
              of $10.66 per share (cost - $6,962,670)                                                             7,953,706
MidCap Value Division:
         MidCap Value Account - 18,033 shares at net asset value of
              $11.11 per share (cost - $182,264)                                                                    200,351
Money Market Division:
         Money Market Account - 105,970,695 shares at net asset value of $1.00 per share                        105,970,695
Real Estate Division:
         Real Estate Account - 278,645 shares at net asset value of $8.20
              per share (cost - $2,533,981)                                                                       2,284,887
SmallCap Division:
         SmallCap Account - 1,328,035 shares at net asset value of $10.74
              per share (cost - $12,087,261)                                                                     14,263,092
SmallCap Growth Division:
         SmallCap Growth Account - 1,417,579 shares at net asset value of
              $19.56 per share (cost - $18,398,605)                                                              27,727,835
SmallCap Value Division:
         SmallCap Value Account - 539,656 shares at net asset value
              of $10.06 per share (cost - $4,578,677)                                                             5,428,934
Stock Index 500 Division:
         Stock Index 500 Account - 2,676,801 shares at net asset value of
              $10.71 per share (cost - $26,690,451)                                                              28,668,536
Templeton VP Stock Division:
         Templeton Variable Products Series Fund: Templeton Stock Fund Class 2 -
              9,444 shares at net asset value of $24.29 per share (cost - $206,732)                                 229,397
Utilities Division:
         Utilities Account - 1,774,898 shares at net asset value of $10.90 per share
              (cost - $18,915,925)                                                                               19,346,388

Combined net assets                                                                                          $2,270,618,678
</TABLE>






<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                      Statements of Net Assets (continued)

                                December 31, 1999

<TABLE>
<CAPTION>

                                                              Units           Unit
                                                                              Value
<S>                                                      <C>                    <C>               <C>
Net assets are represented by:
   Aggressive Growth Division:
     Contracts in accumulation period:
       The Principal Variable Annuity                     9,017,582            $38.36             $345,934,950

AIM V.I. Growth Division:
     Contracts in accumulation period:
       The Principal Variable Annuity                       968,222             12.26               11,866,523

AIM V.I. Growth and Income Division:
     Contracts in accumulation period:
       The Principal Variable Annuity                     1,493,915             12.10               18,076,830

AIM V.I. Value Division:
     Contracts in accumulation period:
       The Principal Variable Annuity                     1,148,659             11.55               13,269,626

American Century VP Growth & Income Division:
     Contracts in accumulation period:
       Principal Freedom Variable Annuity                    43,170             11.11                  479,584

Asset Allocation Division:
     Contracts in accumulation period:
       The Principal Variable Annuity                     3,913,104             19.70               77,071,217

Balanced Division:
     Contracts in accumulation period:
       Personal Variable                                  2,848,631              1.80                5,131,683
       Premier Variable                                  16,370,101              1.82               29,830,647
       The Principal Variable Annuity                     9,102,804             17.85              162,443,085

                                                                                                   197,405,415
Blue Chip Division:
     Contracts in accumulation period:
     Principal Freedom Variable Annuity                     123,177             10.26                1,263,239

Bond Division:
     Contracts in accumulation period:
       Personal Variable                                    998,334              1.42                1,421,734
       Premier Variable                                   7,414,544              1.44               10,676,104
       Principal Freedom Variable Annuity                   107,056              9.71                1,039,234
       The Principal Variable Annuity                     7,677,363             13.72              105,318,539

                                                                                                   118,455,611


See accompanying notes.


                                                              Units             Unit
                                                                                Value

Net assets are represented by (continued):
   Capital Value Division:
     Currently payable annuity contracts:
       Bankers Flexible Annuity                               3,544             30.01             $    106,344
       Pension Builder Plus - Rollover IRA                   50,709              6.17                  313,027
       Premier Variable                                     135,307              2.56                  346,812

                                                                                                       766,183
     Contracts in accumulation period:
       Bankers Flexible Annuity                             199,132            $30.01                5,976,135
       Pension Builder Plus                               1,091,155              5.54                6,047,096
       Pension Builder Plus - Rollover IRA                  167,496              6.17                1,033,755
       Personal Variable                                  4,014,371              2.52               10,123,021
       Premier Variable                                  22,330,793              2.56               57,237,192
       Principal Freedom Variable Annuity                   103,107              8.87                  914,718
       Principal Variable Annuity                        11,633,608             21.89              254,630,379

                                                                                                   335,962,296

                                                                                                   336,728,479
   Fidelity VIP II Contrafund Division:
     Contracts in accumulation period:
       The Principal Variable Annuity                     1,436,477             11.29               16,223,239

   Fidelity VIP Growth Division:
     Contracts in accumulation period:
       The Principal Variable Annuity                     1,441,196             12.11               17,449,942

   Government Securities Division:
     Contracts in accumulation period:
       Pension Builder Plus                                 356,199              2.14                  760,507
       Pension Builder Plus - Rollover IRA                   30,817              2.28                   70,140
       Personal Variable                                  2,110,735              1.51                3,182,014
       Premier Variable                                   8,431,716              1.53               12,921,136
       The Principal Variable Annuity                     8,553,790             13.74              117,534,785

                                                                                                   134,468,582
   Growth Division:
     Contracts in accumulation period:
       Personal Variable                                  3,115,301              2.46                7,664,116
       Premier Variable                                  20,774,213              2.49               51,676,583
       The Principal Variable Annuity                    10,998,654             24.90              273,909,218

                                                                                                   333,249,917
   International Division:
     Contracts in accumulation period:
       Personal Variable                                  1,754,632              2.06                3,619,950
       Premier Variable                                  10,814,176              2.09               22,547,859
       Principal Freedom Variable Annuity                    53,300             11.68                  622,564
       The Principal Variable Annuity                     7,798,860             19.99              155,872,677

                                                                                                   182,663,050
   International SmallCap Division:
     Contracts in accumulation period:
       The Principal Variable Annuity                     1,246,116             17.18               21,413,344


<PAGE>


             Principal Life Insurance Company
                    Separate Account B

           Statements of Net Assets (continued)

                     December 31, 1999

                                                              Units             Unit
                                                                                Value

Net assets are represented by (continued):
   LargeCap Growth Division:
     Contracts in accumulation period:
       Principal Freedom Variable Annuity                    31,275             $13.28            $    415,243

   MicroCap Division:
     Contracts in accumulation period:
       The Principal Variable Annuity                       243,675              7.92                1,929,858

   MidCap Division:
     Contracts in accumulation period:
       Personal Variable                                  2,156,005              2.16                4,654,699
       Premier Variable                                  12,882,746              2.18               28,134,044
       Principal Freedom Variable Annuity                    32,346             10.94                  353,982
       The Principal Variable Annuity                     9,229,032             21.35              197,037,483

                                                                                                   230,180,208
   MidCap Growth Division:
     Contracts in accumulation period:
       Principal Freedom Variable Annuity                     9,046             11.28                  102,078
       The Principal Variable Annuity                       746,186             10.52                7,851,628

                                                                                                     7,953,706
   MidCap Value Division:
     Contracts in accumulation period:
       Principal Freedom Variable Annuity                    17,888             11.20                  200,351

   Money Market Division:
     Contracts in accumulation period:
       Pension Builder Plus                                 338,145              2.01                  680,364
       Pension Builder Plus - Rollover IRA                   10,610              2.12                   22,536
       Personal Variable                                  1,512,864              1.33                2,009,728
       Premier Variable                                  10,632,065              1.35               14,359,351
       Principal Freedom Variable Annuity                    94,450             10.25                  968,430
       The Principal Variable Annuity                     7,145,096             12.31               87,930,286

                                                                                                   105,970,695
   Real Estate Division:
     Contracts in accumulation period:
       The Principal Variable Annuity                       261,126              8.75                2,284,887

   SmallCap Division:
     Contracts in accumulation period:
       Principal Freedom Variable Annuity                    49,733             13.79                  685,747
       The Principal Variable Annuity                     1,207,717             11.24               13,577,345

                                                                                                    14,263,092


See accompanying notes.
                                                              Units             Unit
                                                                                Value

Net assets are represented by (continued):
   SmallCap Growth Division:
     Contracts in accumulation period:
       Principal Freedom Variable Annuity                    24,440             $17.18            $    419,827
       The Principal Variable Annuity                     1,388,214             19.67               27,308,008

                                                                                                    27,727,835
   SmallCap Value Division:
     Contracts in accumulation period:
       The Principal Variable Annuity                       536,295             10.12                5,428,934

   Stock Index 500 Division:
     Contracts in accumulation period:
       Principal Freedom Variable Annuity                   301,818             10.98                3,315,448
       The Principal Variable Annuity                     2,314,127             10.96               25,353,088

                                                                                                    28,668,536
   Templeton VP Stock Division:
     Contracts in accumulation period:
       Principal Freedom Variable Annuity                    19,975             11.48                  229,397

   Utilities Division:
     Contracts in accumulation period:
       The Principal Variable Annuity                     1,670,481             11.58               19,346,388

Combined net assets                                                                               $2,270,618,678

</TABLE>



<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                            Statements of Operations

                          Year ended December 31, 1999

<TABLE>
<CAPTION>
                                                                                                          AIM V.I.
                                                                    Aggressive          AIM V.I.         Growth and
                                                                      Growth            Growth             Income
                                                    Combined         Division         Division (2)      Division (2)
<S>                                              <C>                  <C>            <C>              <C>
Investment income
Income:
   Dividends                                     $  45,282,090        $        -     $     17,806     $     77,291
   Capital gains distributions                     105,806,830        21,397,989          312,127           53,367

Total income                                       151,088,920        21,397,989          329,933          130,658

Expenses:
   Mortality and expense risks                      22,763,225         3,276,716           20,980           34,219
   Administration charges                              742,370           194,565              456              385
   Contingent sales charges                          3,165,426           457,098            3,214            4,269

                                                    26,671,021         3,928,379           24,650           38,873

Net investment income (loss)                       124,417,899        17,469,610          305,283           91,785

Realized and unrealized gains (losses)
on investments
Net realized gains (losses) on investments          22,090,229         3,196,766            6,593              573
Change in net unrealized appreciation or
   depreciation of investments                      63,116,910        68,126,668        1,023,211        2,234,269

Net increase (decrease) in net assets resulting
   from operations                                $209,625,038        $88,793,044      $1,335,087       $2,326,627

<FN>
(1)  Commenced operations April 30, 1999.
(2)  Commenced operations July 30, 1999.
</FN>
</TABLE>


See accompanying notes.


<TABLE>
<CAPTION>
                             American
                           Century VP
       AIM V.I.              Growth &              Asset
         Value               Income              Allocation            Balanced             Blue Chip
     Division (2)          Division (1)           Division             Division            Division (1)          Bond Division


    <S>                  <C>                    <C>                   <C>                     <C>                <C>
    $     29,001         $         -            $  1,831,944          $  6,834,925            $10,146            $  8,279,063
         151,654                   -               5,618,939             7,645,759                  -                       -

         180,655                                   7,450,883            14,480,684             10,146               8,279,063


          26,428               1,079                 854,745             2,242,611              2,912               1,408,549
             430                   -                  13,026                58,446                  -                  24,428
           1,915                   2                  91,473               294,250                  4                 186,790

          28,773               1,081                 959,244             2,595,307              2,916               1,619,767

         151,882              (1,081)              6,491,639            11,885,377              7,230               6,659,296


             891                (497)                481,462             1,484,227              2,512                (108,685)

       1,085,598              27,051               4,561,739           (11,427,368)            53,613             (11,364,679)


      $1,238,371             $25,473             $11,534,840          $  1,942,236            $63,355            $ (4,814,068)


</TABLE>
<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                      Statements of Operations (continued)

                          Year ended December 31, 1999

<TABLE>
<CAPTION>
                                                                  Fidelity VIP II     Fidelity VIP       Government
                                                  Capital Value     Contrafund          Growth            Securities
                                                    Division       Division (2)       Division (2)        Division
<S>                                              <C>                  <C>              <C>             <C>
Investment income
Income:
   Dividends                                     $   7,693,507        $        -       $        -      $ 8,714,628
   Capital gains distributions                      38,733,240                 -                -                -

Total income                                        46,426,747                 -                -        8,714,628

Expenses:
   Mortality and expense risks                       4,005,315            34,580           31,417        1,602,756
   Administration charges                              156,269               665              492           43,008
   Contingent sales charges                            498,264             1,863            3,790          242,416

                                                     4,659,848            37,108           35,699        1,888,180

Net investment income (loss)                        41,766,899           (37,108)         (35,699)       6,826,448

Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
   investments                                       4,658,058             1,648            5,275          484,422
Change in net unrealized appreciation
   or depreciation of investments                  (67,359,377)        1,757,647        1,959,683       (9,574,634)

Net increase (decrease) in net asset
    resulting from operations                     $(20,934,420)       $1,722,187       $1,929,259      $(2,263,764)



<FN>
(1)  Commenced operations April 30, 1999.
(2)  Commenced operations July 30, 1999.
</FN>
</TABLE>


See accompanying notes.



<TABLE>
<CAPTION>
                                                 International          LargeCap
        Growth             International          SmallCap              Growth               MicroCap               MidCap
       Division              Division             Division             Division(1)           Division              Division

    <S>                 <C>                      <C>                   <C>                  <C>                 <C>
    $  1,947,097        $  4,726,274             $         -           $         -          $   2,813           $     703,317
       1,329,905          17,318,991                 862,692                     -                  -              10,660,187

       3,277,002          22,045,265                 862,692                     -              2,813              11,363,504


       3,297,312           1,777,625                 105,356                   782             19,385               2,532,895
         123,956              33,015                   2,741                     -                495                  51,070
         372,883             228,462                   5,566                     4              1,058                 372,706

       3,794,151           2,039,102                 113,663                   786             20,938               2,956,671

        (517,149)         20,006,163                 749,029                  (786)           (18,125)              8,406,833




       4,769,748           1,999,070                 155,306                  (259)           (21,284)              4,548,722

      37,519,367          13,548,007               6,340,627                67,226            (16,637)             10,460,479


     $41,771,966         $35,553,240              $7,244,962               $66,181           $(56,046)            $23,416,034


</TABLE>


<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                      Statements of Operations (continued)

                          Year ended December 31, 1999
<TABLE>
<CAPTION>

                                                     MidCap           MidCap              Money
                                                     Growth            Value             Market          Real Estate
                                                    Division       Division (1)         Division          Division
<S>                                                  <C>               <C>             <C>               <C>
Investment income
Income:
   Dividends                                         $  13,485         $     303       $3,691,350        $ 117,060
   Capital gains distributions                               -             3,640                -                -

Total income                                            13,485             3,943        3,691,350          117,060

Expenses:
   Mortality and expense risks                          64,265               494          869,510           27,254
   Administration charges                                1,602                 -           23,537              383
   Contingent sales charges                              3,790                 -          357,209            1,571

                                                        69,657               494        1,250,256           29,208

Net investment income (loss)                           (56,172)            3,449        2,441,094           87,852

Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
   investments                                          29,979               (55)               -          (22,348)
Change in net unrealized appreciation
    or depreciation of investments                     706,786            18,087                -         (203,890)

Net increase (decrease) in net assets
   resulting from operations                          $680,593           $21,481       $2,441,094        $(138,386)


<FN>
(1) Commenced operations April 30, 1999.
</FN>
</TABLE>


See accompanying notes.


<TABLE>
<CAPTION>
                             SmallCap                                    Stock               Templeton
       SmallCap               Growth              SmallCap             Index 500             VP Stock              Utilities
       Division              Division          Value Division        Division (1)          Division (1)            Division


      <S>                 <C>                       <C>                 <C>                   <C>                    <C>
      $    4,386          $        -                $  34,529           $   160,270           $     -                $392,895
       1,164,756             260,578                       -               207,423                  -                  85,583

       1,169,142             260,578                  34,529               367,693                  -                 478,478


          95,691             104,663                  48,384               106,102                537                 170,663
           2,565               3,410                     893                 1,910                  -                   4,623
           5,893               6,248                   2,023                10,768                  2                  11,895

         104,149             114,321                  51,300               118,780                539                 187,181

       1,064,993             146,257                 (16,771)              248,913               (539)                291,297




         181,690             159,077                  28,958                 4,053               (696)                 45,023

       2,055,517           8,873,343                 830,881             1,978,085             22,665                (187,054)


      $3,302,200          $9,178,677                $843,068            $2,231,051            $21,430                $149,266

</TABLE>


<PAGE>


                        Principal Life Insurance Company
                               Separate Account B
                       Statements of Changes in Net Assets
                     Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
                                                                                                                     AIM V.I.
                                                                              Aggrewssive          AIM V.I.         Growth and
                                                                                Growth              Growth            Income
                                                          Combined             Division          Division (3)      Division (3)
<S>                                                      <C>                  <C>               <C>                <C>
Net assets at January 1, 1998                            $1,288,183,210       $143,957,816$               -        $         -
Increase (decrease) in net assets
Operations:
   Net investment income (loss)                              65,953,139          7,934,103                -                  -
   Net realized gains (losses) on investments                12,416,637          2,390,605                -                  -
   Change in net unrealized appreciation or
     depreciation of investments                             69,585,710         16,690,371                -                  -

Net increase (decrease) in net assets resulting from
   operations                                               147,955,486         27,015,079                -                  -
Changes from principal transactions:
   Purchase payments, less sales charges, per
     payment fees and applicable premium taxes              880,179,184         89,426,487                -                  -
   Contract terminations                                    (82,987,332)        (7,493,332)               -                  -
   Death benefit payments                                    (6,720,662)          (574,590)               -                  -
   Flexible withdrawal option payments                      (13,530,855)        (1,052,669)               -                  -
   Transfer payments to other contracts                    (410,965,015)       (42,840,180)               -                  -
   Annuity payments                                             (47,900)                 -                -                  -

Increase in net assets from principal transactions          365,927,420         37,465,716                -                  -

Total increase                                              513,882,906         64,480,795                -                  -

Net assets at December 31, 1998                           1,802,066,116        208,438,611                -                  -
Increase (decrease) in net assets
Operations:
   Net investment income (loss)                             124,417,899         17,469,610          305,283             91,785
   Net realized gains (losses) on investments                22,090,229          3,196,766            6,593                573
   Change in net unrealized appreciation or
     depreciation of investments                             63,116,910         68,126,668        1,023,211          2,234,269

Net increase (decrease) in net assets resulting from
   operations                                               209,625,038         88,793,044        1,335,087          2,326,627
Changes from principal transactions:
   Purchase payments, less sales charges, per
     payment fees and applicable premium taxes              910,344,713        101,064,152       11,334,680         16,624,717
   Contract terminations                                   (141,526,084)       (15,104,428)        (106,201)          (141,058)
   Death benefit payments                                   (10,198,348)          (983,013)               -                  -
   Flexible withdrawal option payments                      (21,852,225)        (1,779,766)         (15,533)           (59,632)
   Transfer payments to other contracts                    (477,791,128)       (34,493,650)        (681,510)          (673,824)
   Annuity payments                                             (49,404)                 -                -                  -

Increase (decrease) in net assets from principal
   transactions                                             258,927,524         48,703,295       10,531,436         15,750,203

Total increase (decrease)                                   468,552,562        137,496,339       11,866,523         18,076,830

Net assets at December 31, 1999                          $2,270,618,678       $345,934,950      $11,866,523        $18,076,830




<FN>
(1)  Commenced operations May 1, 1998.
(2)  Commenced operations April 30, 1999.
(3)  Commenced operations July 30, 1999.
</FN>
</TABLE>


See accompanying notes.
<TABLE>
<CAPTION>
                        American
                       Century VP
     AIM V.I.           Growth &              Asset                                                                    Capital
       Value             Income            Allocation          Balanced           Blue Chip                             Value
   Division (3)       Division (2)          Division           Division         Division (2)     Bond Division        Division

     <S>                 <C>                <C>                <C>                <C>             <C>                <C>
     $         -         $      -           $48,511,958        $127,099,255       $        -      $ 73,489,868       $269,251,746


               -                -             2,564,027           9,165,298                -         4,819,740         14,865,520
               -                -               109,943             612,459                -           256,093          3,370,612

               -                -             1,193,914           5,916,307                -           403,378         16,709,725

               -                -             3,867,884          15,694,064                -         5,479,211         34,945,857



               -                -            20,700,753          75,135,480                -        58,231,814        104,873,017
               -                -            (2,607,601)         (7,275,303)               -        (4,182,861)       (20,291,443)
               -                -              (356,750)           (782,491)               -          (501,389)        (1,069,753)
               -                -              (647,508)         (2,009,052)               -        (1,522,331)        (2,067,909)
               -                -            (6,686,437)        (20,238,081)               -       (14,012,541)       (27,234,001)
               -                -                     -                   -                -                 -            (47,900)

               -                -            10,402,457          44,830,553                -        38,012,692         54,162,011

               -                -            14,270,341          60,524,617                -        43,491,903         89,107,868

               -                -            62,782,299         187,623,872                -       116,981,771        358,359,614


         151,882           (1,081)            6,491,639          11,885,377            7,230         6,659,296         41,766,899
             891             (497)              481,462           1,484,227            2,512          (108,685)         4,658,058

       1,085,598           27,051             4,561,739         (11,427,368)          53,613       (11,364,679)       (67,359,377)


       1,238,371           25,473            11,534,840           1,942,236           63,355        (4,814,068)       (20,934,420)


      13,050,220          524,993            14,766,942          53,940,183        1,333,008        42,269,162         78,514,936
         (63,264)          (1,423)           (3,022,661)        (14,926,025)          (3,596)       (7,755,652)       (27,487,047)
               -                -              (516,925)         (1,306,378)               -        (1,261,033)        (1,652,461)
         (34,809)          (2,610)             (881,819)         (2,961,604)         (51,191)       (2,492,384)        (3,352,498)
        (920,892)         (66,849)           (7,591,459)        (26,906,869)         (78,337)      (24,472,185)       (46,670,241)
               -                -                     -                   -                -                 -            (49,404)


      12,031,255          454,111             2,754,078           7,839,307        1,199,884         6,287,908           (696,715)

      13,269,626          479,584            14,288,918           9,781,543        1,263,239         1,473,840        (21,631,135)

     $13,269,626         $479,584           $77,071,217        $197,405,415       $1,263,239      $118,455,611       $336,728,479

</TABLE>


<PAGE>


                        Principal Life Insurance Company
                               Separate Account B
                 Statements of Changes in Net Assets (continued)
                     Years ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                       Fidelity VIP II       Fidelity VIP         Government
                                                         Contrafund             Growth            Securities          Growth
                                                        Division (3)         Division (3)          Division          Division

<S>                                                      <C>                 <C>                 <C>              <C>
Net assets at January 1, 1998                              $       -         $         -         $ 92,854,016     $165,813,925
Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                    -                   -            5,457,597        2,355,086
   Net realized gains (losses) on investments                      -                   -              519,217        2,312,393
   Change in net unrealized appreciation or
     depreciation of investments                                   -                   -            1,581,620       32,170,680

Net increase (decrease) in net assets resulting from
   operations                                                      -                   -            7,558,434       36,838,159
Changes from principal transactions:
   Purchase payments, less sales charges, per
     payment fees and applicable premium taxes                     -                   -           63,571,935       84,755,953
   Contract terminations                                           -                   -           (6,906,897)      (9,260,589)
   Death benefit payments                                          -                   -             (712,491)        (806,053)
   Flexible withdrawal option payments                             -                   -           (1,740,621)      (1,381,999)
   Transfer payments to other contracts                            -                   -          (17,983,933)     (22,495,558)
   Annuity payments                                                -                   -                    -                -

Increase in net assets from principal transactions                 -                   -           36,227,993       50,811,754

Total increase                                                     -                   -           43,786,427       87,649,913

Net assets at December 31, 1998                                    -                   -          136,640,443      253,463,838
Increase (decrease) in net assets
Operations:
   Net investment income (loss)                              (37,108)            (35,699)           6,826,448         (517,149)
   Net realized gains (losses) on investments                  1,648               5,275              484,422        4,769,748
   Change in net unrealized appreciation or
     depreciation of investments                           1,757,647           1,959,683           (9,574,634)      37,519,367

Net increase (decrease) in net assets resulting from
   operations                                              1,722,187           1,929,259           (2,263,764)      41,771,966
Changes from principal transactions:
   Purchase payments, less sales charges, per
     payment fees and applicable premium taxes            14,931,250          16,698,633           47,743,208       91,335,475
   Contract terminations                                     (61,565)           (125,229)         (10,465,377)     (19,217,469)
   Death benefit payments                                          -                   -           (1,341,588)      (1,006,757)
   Flexible withdrawal option payments                       (24,879)            (26,375)          (2,664,620)      (2,479,569)
   Transfer payments to other contracts                     (343,754)         (1,026,346)         (33,179,720)     (30,617,567)
   Annuity payments                                                -                   -                    -                -

Increase (decrease) in net assets from principal
    transactions                                          14,501,052          15,520,683               91,903       38,014,113

Total increase (decrease)                                 16,223,239          17,449,942           (2,171,861)      79,786,079

Net assets at December 31, 1999                          $16,223,239         $17,449,942         $134,468,582     $333,249,917


<FN>
(1)      Commenced operations May 1, 1998.
(2)      Commenced operations April 30, 1999.
(3)      Commenced operations July 30, 1999.
</FN>
</TABLE>


See accompanying notes.
<TABLE>
<CAPTION>
                                  International               LargeCap
        International               SmallCap                   Growth                    MicroCap                   MidCap
          Division                Division (1)              Division (2)               Division (1)                Division

        <S>                        <C>                         <C>                      <C>                      <C>
        $121,436,154               $         -                 $      -                 $        -               $204,088,063

           5,420,947                    (7,494)                       -                     (1,807)                11,348,399
           1,240,861                   (34,310)                       -                    (30,669)                 1,666,097
           3,163,616                   (43,412)                       -                    (79,471)                (9,573,159)

           9,825,424                   (85,216)                       -                   (111,947)                 3,441,337


          43,354,442                 4,389,570                        -                  1,525,355                 66,169,872
          (6,288,874)                   (3,166)                       -                    (13,672)               (11,333,222)
            (361,156)                        -                        -                          -                   (893,824)
            (842,431)                   (8,380)                       -                       (764)                (1,395,916)
         (22,528,113)                 (534,238)                                           (252,998)               (27,342,936)
                   -                         -                        -                          -                          -

          13,333,868                 3,843,786                        -                  1,257,921                 25,203,974

          23,159,292                 3,758,570                        -                  1,145,974                 28,645,311

         144,595,446                 3,758,570                        -                  1,145,974                232,733,374


          20,006,163                   749,029                     (786)                   (18,125)                 8,406,833
           1,999,070                   155,306                     (259)                   (21,284)                 4,548,722

          13,548,007                 6,340,627                   67,226                    (16,637)                10,460,479


          35,553,240                 7,244,962                   66,181                    (56,046)                23,416,034

          34,132,051                13,166,004                  375,030                  1,266,131                 35,597,163
         (10,091,869)                 (183,916)                  (3,596)                   (34,951)               (16,031,613)
            (525,124)                  (45,140)                       -                     (1,942)                  (831,361)
          (1,246,885)                  (74,313)                    (687)                    (3,256)                (1,703,550)
         (19,753,809)               (2,452,823)                 (21,685)                  (386,052)               (42,999,839)
                   -                         -                        -                          -                          -


           2,514,364                10,409,812                  349,062                    839,930                (25,969,200)

          38,067,604                17,654,774                  415,243                    783,884                 (2,553,166)

        $182,663,050               $21,413,344                 $415,243                 $1,929,858               $230,180,208


</TABLE>


<PAGE>


                        Principal Life Insurance Company
                               Separate Account B
                 Statements of Changes in Net Assets (continued)
                     Years ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                           MidCap               MidCap               Money
                                                           Growth                Value              Market          Real Estate
                                                        Division (1)         Division (2)          Division        Division (1)

<S>                                                       <C>                   <C>              <C>                <C>
Net assets at January 1, 1998                             $        -            $      -         $  41,680,409      $        -
Increase (decrease) in net assets
Operations:
Net investment income (loss)                                 (13,725)                  -            1,944,535           44,944
Net realized gains (losses) on investments                    (8,805)                  -                    -           (1,854)
   Change in net unrealized appreciation or
     depreciation of investments                             284,250                   -                    -          (45,204)

Net increase (decrease) in net assets resulting from
   operations                                                261,720                   -            1,944,535           (2,114)
Changes from principal transactions:
   Purchase payments, less sales charges, per
     payment fees and applicable premium taxes             3,381,739                   -          245,196,048        1,979,207
   Contract terminations                                     (46,096)                  -           (7,232,550)          (6,972)
   Death benefit payments                                          -                   -             (658,257)               -
   Flexible withdrawal option payments                        (5,134)                  -             (797,929)          (4,598)
   Transfer payments to other contracts                     (203,258)                  -         (206,535,244)        (152,812)
   Annuity payments                                                -                   -                    -                -

Increase in net assets from principal transactions         3,127,251                   -           29,972,068        1,814,825

Total increase                                             3,388,971                   -           31,916,603        1,812,711

Net assets at December 31, 1998                            3,388,971                   -           73,597,012        1,812,711
Increase (decrease) in net assets
Operations:
   Net investment income (loss)                              (56,172)              3,449            2,441,094           87,852
   Net realized gains (losses) on investments                 29,979                 (55)                   -          (22,348)
   Change in net unrealized appreciation or
     depreciation of investments                             706,786              18,087                    -         (203,890)

Net increase (decrease) in net assets resulting from
   operations                                                680,593              21,481            2,441,094         (138,386)
Changes from principal transactions:
   Purchase payments, less sales charges, per
     payment fees and applicable premium taxes             5,299,244             199,655          238,793,125        1,050,155
   Contract terminations                                    (125,252)                  -          (15,296,261)         (51,913)
   Death benefit payments                                    (60,684)                  -             (340,462)          (1,942)
   Flexible withdrawal option payments                       (41,920)             (1,137)          (1,358,192)         (39,089)
   Transfer payments to other contracts                   (1,187,246)            (19,648)        (191,865,621)        (346,649)
   Annuity payments                                                -                   -                    -                -

Increase (decrease) in net assets from principal
   transactions                                            3,884,142             178,870           29,932,589          610,562

Total increase (decrease)                                  4,564,735             200,351           32,373,683          472,176

Net assets at December 31, 1999                           $7,953,706            $200,351         $105,970,695       $2,284,887



<FN>
(1)  Commenced operations May 1, 1998.
(2)  Commenced operations April 30, 1999.
(3)  Commenced operations July 30, 1999.
</FN>
</TABLE>

See accompanying notes.

<TABLE>
<CAPTION>
                             SmallCap             SmallCap               Stock               Templeton
       SmallCap               Growth               Value               Index 500             VP Stock              Utilities
     Division  (1)        Division  (1)         Division (1)         Division (2)          Division (2)          Division (1)

      <S>                  <C>                    <C>                 <C>                    <C>                 <C>
      $         -          $        -             $       -           $         -            $      -            $         -


          (13,548)             (11,681)                 (737)                   -                   -                 81,935
           (4,971)               1,417                (6,817)                   -                   -                 24,366
          120,314              455,888                19,376                    -                   -                617,517


          101,795              445,624                11,822                    -                   -                723,818


        3,787,231            3,229,155             2,802,830                    -                   -              7,668,296
           (3,155)             (12,246)              (10,976)                   -                   -                (18,377)
                -               (3,908)                    -                    -                   -                      -
           (9,905)              (1,997)               (9,311)                   -                   -                (32,401)
         (240,611)            (456,290)             (215,381)                   -                   -             (1,012,403)
                -                    -                     -                    -                   -                      -

        3,533,560            2,754,714             2,567,162                    -                   -              6,605,115

        3,635,355            3,200,338             2,578,984                    -                   -              7,328,933

        3,635,355            3,200,338             2,578,984                    -                   -              7,328,933


        1,064,993              146,257               (16,771)             248,913                (539)               291,297
          181,690              159,077                28,958                4,053                (696)                45,023

        2,055,517            8,873,343               830,881            1,978,085              22,665               (187,054)


        3,302,200            9,178,677               843,068            2,231,051              21,430                149,266


       10,140,290           19,156,102             2,804,702           28,866,212             233,152             15,134,138
         (194,731)            (206,447)              (66,861)            (363,196)             (1,423)              (393,060)
          (72,373)            (142,968)                    -                    -                   -               (108,197)
          (55,329)             (61,773)              (31,699)            (160,894)               (687)              (245,525)
       (2,492,320)          (3,396,094)             (699,260)          (1,904,637)            (23,075)            (2,519,167)
                -                    -                     -                    -                   -                      -


        7,325,537           15,348,820             2,006,882           26,437,485             207,967             11,868,189

       10,627,737           24,527,497             2,849,950           28,668,536             229,397             12,017,455

      $14,263,092          $27,727,835            $5,428,934          $28,668,536            $229,397            $19,346,388

</TABLE>




<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                          Notes to Financial Statements

                                December 31, 1999

1. Investment and Accounting Policies

Principal Life Insurance  Company Separate  Account B (Separate  Account B) is a
segregated  investment  account of Principal Life Insurance  Company  (Principal
Life) and is  registered  under  the  Investment  Company  Act of 1940 as a unit
investment trust, with no stated  limitations on the number of authorized units.
As directed by eligible  contractholders,  each  division of Separate  Account B
invests  exclusively  in  shares  representing   interests  in  a  corresponding
investment  option. As of December 31, 1999,  contractholder  investment options
include the following open-end management investment companies:
<TABLE>
<S>                                                    <C>
Principal Variable Contracts Fund, Inc. (4)            Principal Variable Contracts Fund, Inc. (4)
   Aggressive Growth Account                              (continued):
   Asset Allocation Account                               SmallCap Account (1)
   Balanced Account                                       Small Cap Growth Account (1)
   Blue Chip Account (2)                                  SmallCap Value Account (1)
   Bond Account                                           Stock Index 500 Account (2)
   Capital Value Account                                  Utilities Account (1)
   Government Securities Account                       AIM V.I. Growth Fund (3)
   Growth Account                                      AIM V.I. Growth & Income Fund (3)
   International Account                               AIM V.I. Value Fund (3)
   International SmallCap Account (1)                  American Century Variable Portfolios Inc.
   LargeCap Growth Account (2)                            VP Income & Growth (2)
   MicroCap Account (1)                                Fidelity Variable Insurance Products Fund
   MidCap Account                                         II: Fidelity VIP II Contrafund Portfolio (3)
   MidCap Growth Account (1)                           Fidelity Variable Insurance Products Fund:
   MidCap Value Account (2)                               Fidelity VIP Growth Portfolio (3)
   Money Market Account                                Templeton Variable Products Series Fund:
   Real Estate Account (1)                                Templeton Stock Fund Class 2 (2)
<FN>
(1)  Additional  investment  option  available to  contractholders  as of May 1,
     1998.
(2)  Additional  investment option available to  contractholders as of April 30,
     1999.
(3)  Additional  investment option available to  contractholders  as of July 30,
     1999.
(4)  Organized by Principal Life Insurance Company.
</FN>
</TABLE>

Investments are stated at the closing net asset values per share on December 31,
1999.

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


<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                    Notes to Financial Statements (continued)



1. Investment and Accounting Policies (continued)

Separate  Account  B  supports  the  following  variable  annuity  contracts  of
Principal  Life:  Bankers  Flexible  Annuity  Contracts;  Pension  Builder  Plus
Contracts;  Pension  Builder Plus - Rollover IRA  Contracts;  Personal  Variable
Contracts;  Premier Variable  Contracts;  and The Principal Variable Annuity. On
April 30, 1999,  Principal  Life  introduced a new  product,  Principal  Freedom
Variable  Annuity,  which invests in Separate  Account B.  Contributions  to the
Personal Variable contracts are no longer accepted from new customers, only from
existing customers beginning January 1, 1998.

Use of Estimates in the Preparation of Financial Statements

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


2. Expenses

Principal Life is compensated for the following expenses:

Bankers  Flexible  Annuity  Contracts - Mortality  and expense  risks assumed by
Principal Life are compensated  for by a charge  equivalent to an annual rate of
0.48% of the asset value of each contract. An annual administration charge of $7
for each  participant's  account is deducted as compensation for  administrative
expenses.  The  mortality  and expense  risk and annual  administration  charges
amounted to $32,392 and $917,  respectively,  during the year ended December 31,
1999.

Pension  Builder  Plus and  Pension  Builder  Plus - Rollover  IRA  Contracts  -
Mortality and expense risks assumed by Principal Life are  compensated  for by a
charge  equivalent  to an  annual  rate  of  1.4965%  (1.0001%  for  a  Rollover
Individual Retirement Annuity) of the asset value of each contract. A contingent
sales charge of up to 7% may be deducted from  withdrawals made during the first
10 years of a  contract,  except for death or  permanent  disability.  An annual
administration  charge  will be  deducted  ranging  from a  minimum  of $25 to a
maximum of $275 depending upon a participant's investment account values and the
number  of  participants   under  the  retirement  plan  and  their  participant
investment   account  value.  The  charges  for  mortality  and  expense  risks,
contingent  sales,  and annual  administration  amounted to  $145,840,  $14, and
$38,283, respectively, during the year ended December 31, 1999.


<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                    Notes to Financial Statements (continued)



2. Expenses (continued)

Personal  Variable  Contracts - Mortality and expense risks assumed by Principal
Life are  compensated  for by a charge  equivalent to an annual rate of 0.64% of
the asset value of each contract.  A contingent  sales charge of up to 5% may be
deducted  from  withdrawals  from an investment  account  during the first seven
years from the date the first  contribution which relates to such participant is
accepted by Principal Life. This charge does not apply to withdrawals  made from
investment  accounts  which  correlate to a plan  participant as a result of the
plan  participant's  death or  permanent  disability.  An annual  administration
charge of $34 for each  participant's  account plus 0.35% of the annual  average
balance of investment  account values which correlate to a plan participant will
be deducted on a quarterly  basis.  The charges for mortality and expense risks,
contingent sales and annual  administration  amounted to $219,455,  $46,869, and
$71,216, respectively, during the year ended December 31, 1999.

Premier  Variable  Contracts - Mortality  and expense risks assumed by Principal
Life are  compensated  for by a charge  equivalent to an annual rate of 0.42% of
the asset value of each contract. A fixed contract administration charge ranging
from $163 to $250  depending on plan type,  plus a variable  charge ranging from
 .06% to .3% of quarterly assets (with a minimum charge of $188) is billed to the
contractholder each quarter.  Additional  quarterly  administration  charges for
recordkeeping  services  are based on the  number of plan  participants  and can
range from a minimum of $512 to $22,579,  plus $3.25 for each  participant  over
5,000.  The  charges  for  mortality  expense  risks and  annual  administration
amounted to $891,515 and $19,221,  respectively,  during the year ended December
31, 1999.
There were no contingent sales charges provided for in these contracts.

The  Principal  Variable  Annuity -  Mortality  and  expense  risks  assumed  by
Principal Life are compensated  for by a charge  equivalent to an annual rate of
1.25% of the asset value of each contract. A contingent sales charge of up to 6%
may be  deducted  from the  withdrawals  made  during  the  first six years of a
contract, except for death, annuitization,  permanent disability, confinement in
a health care facility,  or terminal illness. An annual administration charge of
the lessor of two percent of the accumulated value or $30 is deducted at the end
of the contract year.  Principal Life reserves the right to charge an additional
administrative fee of up to 0.15% of the asset value of each Division.  This fee
is currently being waived.  The mortality  expense risks,  contingent sales, and
annual  administration  amounted  to  $21,448,417,   $3,118,480,  and  $612,733,
respectively, during the year ended December 31, 1999.

Principal Freedom Variable Annuity  (beginning in 1999) - Mortality and expenses
risk assumed by Principal Life are compensated for by a charge  equivalent to an
annual rate of 0.85% of the asset value of each  contract.  A  contingent  sales
charge up to 6% may be deducted from the  withdrawals  made during the first six
years of a  contract,  except for death,  annuitization,  permanent  disability,
confinement in a health facility,  or terminal illness.  Principal Life reserves
the right to charge an additional administrative fee of up to 0.15% of the asset
value of each Division.  The mortality expense risk and contingent sales charges
amounted to $25,606 and $62,  respectively,  during the year ended  December 31,
1999.

<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                    Notes to Financial Statements (continued)



3. Federal Income Taxes

The  operations of Separate  Account B are a part of the operations of Principal
Life. Under current practice, no federal income taxes are allocated by Principal
Life to the operations of Separate Account B.


4. Purchases and Sales of Investment Securities

The aggregate units and cost of purchases and proceeds from sales of investments
were as follows:
<TABLE>
<CAPTION>
                                                                          Year ended December 31, 1999

                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                             <C>                 <C>                       <C>               <C>
Aggressive Growth Division:
   The Principal Variable Annuity                3,214,960          $122,462,141              1,683,015         $  56,289,236

AIM V.I. Growth Division:
   The Principal Variable Annuity                1,043,639            11,664,612                 75,317               827,893

AIM V.I. Growth and Income Division:
   The Principal Variable Annuity                1,576,345            16,755,376                 82,430               913,388

AIM V.I. Value Division:
   The Principal Variable Annuity                1,243,905            13,230,876                 95,246             1,047,739

American Century VP Growth &
   Income Division:
   Principal Freedom Variable Annuity               50,412               524,993                  7,242                71,963

Asset Allocation Division:
   The Principal Variable Annuity                  834,729            22,217,825                683,360            12,972,108

Balanced Division:
   Personal Variable                               886,567             1,955,537                359,165               673,706
   Premier Variable                              6,339,318            13,629,736              4,740,045             8,750,890
   The Principal Variable Annuity                2,284,756            52,835,595              2,085,229            39,271,588

                                                 9,510,641            68,420,868              7,184,439            48,696,184
Blue Chip Division:
   Principal Freedom Variable Annuity              136,422             1,343,154                 13,245               136,040

Bond Division:
   Personal Variable                               418,281               704,639                185,727               277,590
   Premier Variable                              4,132,232             6,826,337              2,731,487             4,028,982
   Principal Freedom Variable Annuity              111,634             1,149,316                  4,578                47,159
   The Principal Variable Annuity                2,468,514            41,867,932              2,289,764            33,247,289

                                                 7,130,661            50,548,224              5,211,556            37,601,020
</TABLE>
<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                    Notes to Financial Statements (continued)

4. Purchases and Sales of Investment Securities (continued)
<TABLE>
                                                                          Year ended December 31, 1999
<CAPTION>
                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                             <C>                 <C>                       <C>                <C>
Capital Value Division:
   Bankers Flexible Annuity                              -          $    841,253                 22,885          $    766,530
   Pension Builder Plus                              7,017               888,413                204,326             1,317,343
   Pension Builder - Rollover                          769               200,803                130,658               853,075
   Personal Variable                               967,223             3,979,495                717,700             1,970,499
   Premier Variable                              5,573,357            22,944,583              5,435,276            14,926,095
   Principal Freedom Variable Annuity              103,693             1,078,445                    586                 7,725
   The Principal Variable Annuity                2,548,728            95,008,690              2,635,305            64,030,231

                                                 9,200,787           124,941,682              9,146,736            83,871,498
Fidelity VIP II Contrafund Division:
   The Principal Variable Annuity                1,478,491            14,931,250                 42,014               467,306

Fidelity VIP Growth Division:
   The Principal Variable Annuity                1,551,497            16,698,632                110,301             1,213,648

Government Securities Division:
   Pension Builder Plus                              3,243                57,016                135,077               304,315
   Pension Builder - Rollover                        2,725                10,957                123,261               281,975
   Personal Variable                               559,774             1,055,722                402,979               629,754
   Premier Variable                              3,747,210             6,587,956              3,673,738             5,697,825
   The Principal Variable Annuity                2,981,151            48,746,184              2,981,307            42,625,616

                                                 7,294,103            56,457,835              7,316,362            49,539,485
Growth Division:
   Personal Variable                             1,269,770             2,904,572                386,799               896,579
   Premier Variable                              9,481,990            21,824,588              5,078,610            11,584,283
   The Principal Variable Annuity                2,961,592            69,883,318              1,825,509            44,634,652

                                                13,713,352            94,612,478              7,290,918            57,115,514
International Division:
   Personal Variable                               582,324             1,455,068                338,607               600,098
   Premier Variable                              3,664,161             9,217,380              2,292,432             4,103,134
   Principal Freedom Variable Annuity               54,996               630,306                  1,696                19,226
   The Principal Variable Annuity                1,517,640            44,874,562              1,584,525            28,934,331

                                                 5,819,121            56,177,316              4,217,260            33,656,789
International SmallCap Division:
   The Principal Variable Annuity                1,049,723            14,028,696                222,261             2,869,855

LargeCap Growth Division:
   Principal Freedom Variable Annuity               33,844               375,030                  2,569                26,754

MicroCap Division:
   The Principal Variable Annuity                  156,137             1,268,945                 53,831               447,140

</TABLE>
<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                    Notes to Financial Statements (continued)


4. Purchases and Sales of Investment Securities (continued)
<TABLE>

                                                                          Year ended December 31, 1999
<CAPTION>
                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                            <C>                <C>                       <C>                  <C>
MidCap Division:
   Personal Variable                               731,578        $    1,597,024                493,072          $    956,950
   Premier Variable                              4,873,689            10,698,589              4,195,358             8,136,930
   Principal Freedom Variable Annuity               34,298               347,942                  1,952                19,145
   The Principal Variable Annuity                1,298,049            34,317,113              2,807,445            55,410,009

                                                 6,937,614            46,960,668              7,497,827            64,523,034
MidCap Growth Division:
   Principal Freedom Variable Annuity                9,110                96,654                     64                   834
   The Principal Variable Annuity                  542,934             5,216,076                148,770             1,483,926

                                                   552,044             5,312,730                148,834             1,484,760
MidCap Value Division:
   Principal Freedom Variable Annuity               20,181               203,598                  2,293                21,279

Money Market Division:
   Pension Builder Plus                              1,340                32,651                 32,978                75,711
   Pension Builder - Rollover                          668                 2,380                    725                 1,672
   Personal Variable                             4,953,979             6,553,954              4,771,035             6,240,201
   Premier Variable                             35,455,605            47,466,345             34,692,221            45,871,646
   Principal Freedom Variable Annuity              306,893             3,135,144                212,443             2,166,714
   The Principal Variable Annuity               15,033,975           185,294,000             12,793,632           155,754,849

                                                55,752,460           242,484,474             52,503,034           210,110,793
Real Estate Division:
   The Principal Variable Annuity                  115,608             1,167,215                 49,917               468,801

SmallCap Division:
   Principal Freedom Variable Annuity               49,860               662,386                    127                 2,684
   The Principal Variable Annuity                1,050,452            10,647,045                301,274             2,916,217

                                                 1,100,312            11,309,431                301,401             2,918,901
SmallCap Growth Division:
   Principal Freedom Variable Annuity               28,563               318,177                  4,123                56,732
   The Principal Variable Annuity                1,353,563            19,098,502                279,769             3,864,869

                                                 1,382,126            19,416,679                283,892             3,921,601
SmallCap Value Division:
   The Principal Variable Annuity                  320,599             2,839,231                 89,876               849,120

Stock Index 500 Division:
   Principal Freedom Variable Annuity              321,884             3,278,717                 20,066               209,923
   The Principal Variable Annuity                2,535,758            25,955,190                221,631             2,337,587

                                                 2,857,642            29,233,907                241,697             2,547,510
Templeton VP Stock Division:
   Principal Freedom Variable Annuity               22,553               233,152                  2,578                25,724

Utilities Division:
   The Principal Variable Annuity                1,317,255            15,612,615                286,073             3,453,129

                                               135,417,163        $1,061,433,633            104,845,624          $678,088,212

</TABLE>




<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                    Notes to Financial Statements (continued)


4. Purchases and Sales of Investment Securities (continued)
<TABLE>

                                                                          Year ended December 31, 1998
<CAPTION>

                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                            <C>                <C>                       <C>                  <C>
Aggressive Growth Division:
   The Principal Variable Annuity                3,499,221         $  99,901,754              2,090,432          $ 54,501,935

Asset Allocation Division:
   The Principal Variable Annuity                1,282,525            24,046,561                654,896            11,080,077

Balanced Division:
   Personal Variable                             1,004,328             1,912,930                457,683               780,708
   Premier Variable                             10,422,806            19,013,537              6,268,556            10,551,964
   The Principal Variable Annuity                3,344,124            65,310,536              1,158,043            20,908,480

                                                14,771,258            86,237,003              7,884,282            32,241,152
Bond Division:
   Personal Variable                               483,609               749,413                204,963               298,308
   Premier Variable                              3,340,901             5,252,870              1,335,734             1,947,955
   The Principal Variable Annuity                3,782,130            58,262,756              1,300,729            19,186,344

                                                 7,606,640            64,265,039              2,841,426            21,432,607
Capital Value Division:
   Bankers Flexible Annuity                              -               378,745                 33,142             1,019,158
   Pension Builder Plus                             12,400               489,669                347,496             2,079,127
   Pension Builder - Rollover                       13,394               206,030                 61,664               413,253
   Personal Variable                             1,028,159             3,098,635                706,659             1,805,819
   Premier Variable                              6,692,409            20,064,223              5,703,586            14,753,134
   The Principal Variable Annuity                3,851,690            99,320,683              1,451,484            34,459,963

                                                11,598,052           123,557,985              8,304,031            54,530,454
Government Securities Division:
   Pension Builder Plus                              2,440                59,890                144,796               323,157
   Pension Builder - Rollover                        6,075                31,150                 46,361               105,763
   Personal Variable                               533,981               932,430                395,901               592,463
   Premier Variable                              3,808,301             6,299,202              3,136,542             4,703,918
   The Principal Variable Annuity                4,224,663            63,176,336              1,616,290            23,088,117

                                                 8,575,460            70,499,008              5,339,890            28,813,418
Growth Division:
   Personal Variable                             1,056,605             2,120,837                399,346               785,794
   Premier Variable                              9,492,310            19,278,673              4,562,959             9,075,786
   The Principal Variable Annuity                3,220,065            68,289,943              1,255,802            26,661,033

                                                13,768,980            89,689,453              6,218,107            36,522,613
International Division:
   Personal Variable                               805,432             1,415,902                308,660               500,015
   Premier Variable                              4,733,201             8,515,990              2,974,704             4,950,251
   The Principal Variable Annuity                2,153,106            40,571,261              1,603,148            26,298,072

                                                 7,691,739            50,503,153              4,886,512            31,748,338
</TABLE>

<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                    Notes to Financial Statements (continued)


4. Purchases and Sales of Investment Securities (continued)
<TABLE>

                                                                          Year ended December 31, 1998
<CAPTION>

                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                            <C>                <C>                       <C>                  <C>
International SmallCap Division:
   The Principal Variable Annuity                  483,237        $    4,399,364                 64,583          $    563,072

MicroCap Division:
   The Principal Variable Annuity                  175,619             1,530,140                 34,250               274,026

MidCap Division:
   Personal Variable                               879,026             1,880,837                439,232               851,883
   Premier Variable                              5,642,259            12,250,222              2,973,492             5,798,868
   The Principal Variable Annuity                2,793,284            66,291,200              1,875,347            37,219,135

                                                 9,314,569            80,422,259              5,288,071            43,869,886
MidCap Growth Division:
   The Principal Variable Annuity                  381,976             3,381,739                 29,954               268,213

Money Market Division:
   Pension Builder Plus                             53,479               135,725                102,745               203,381
   Pension Builder - Rollover                        1,336                 3,925                  6,405                13,015
   Personal Variable                             3,575,718             4,528,715              3,302,133             4,121,381
   Premier Variable                             48,477,115            61,598,188             45,123,308            56,876,964
   The Principal Variable Annuity               15,337,299           181,640,592             13,184,712           154,775,801

                                                67,444,947           247,907,145             61,719,303           215,990,542
Real Estate Division:
   The Principal Variable Annuity                  213,750             2,032,472                 18,315               172,703

SmallCap Division:
   The Principal Variable Annuity                  492,217             3,787,569                 33,678               267,557

SmallCap Growth Division:
   The Principal Variable Annuity                  368,419             3,229,155                 53,999               486,122

SmallCap Value Division:
   The Principal Variable Annuity                  334,867             2,812,751                 29,295               246,326

Utilities Division:
   The Principal Variable Annuity                  741,204             7,775,696                101,905             1,088,646

                                               148,744,680          $965,978,246            105,592,929          $534,097,687

</TABLE>





<PAGE>


                        Principal Life Insurance Company
                               Separate Account B

                    Notes to Financial Statements (continued)




4. Purchases and Sales of Investment Securities (continued)

Purchases include reinvested dividends and capital gains.  Mortality adjustments
are included in purchases and redemptions, as applicable.

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


5. Year 2000 Issues (Unaudited)

As of January 31, 2000, virtually all of the major technology systems, processes
and  infrastructure,  including  those which rely on third party vendors used by
Principal  Life and other service  providers of Separate  Account B appear to be
operating smoothly  following the rollover to the Year 2000.  Principal Life has
experienced  no  significant   interruptions  to  normal  business   operations,
including the processing of customer  account data and  transactions.  Principal
Life will continue its Year 2000 vigilance into early 2001.

Based on the performance of its major technology  systems to date, ongoing plans
to deal with external  relationships,  and  contingency  plans,  Principal  Life
believes that in the worst case scenario it will experience,  at most,  isolated
and  insignificant  disruptions  of business  processes as a result of Year 2000
issues.  Such disruptions are not expected to have a material effect on Separate
Account B's future results of operations, liquidity, or financial condition.


                         Report of Independent Auditors







The Board of Directors
Principal Life Insurance Company


We have audited the accompanying  consolidated  statements of financial position
of Principal  Life  Insurance  Company (the  Company,  an indirect  wholly-owned
subsidiary  of  Principal  Mutual  Holding  Company) as of December 31, 1999 and
1998,  and the related  consolidated  statements  of  operations,  stockholder's
equity and cash flows for each of the three years in the period  ended  December
31, 1999.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of Principal Life
Insurance Company at December 31, 1999 and 1998, and the consolidated results of
its  operations  and its cash  flows for each of the three  years in the  period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States.

/s/Ernst & Young LLP

Des Moines, Iowa
January 31, 2000



                        Principal Life Insurance Company

                      Consolidated Statements of Operations




<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------
                                                                              (In Millions)
<S>                                                                 <C>           <C>           <C>
Revenues
Premiums and other considerations                                   $3,152        $3,409        $4,668
Fees and other revenue                                               1,125           992           881
Net investment income                                                2,777         2,806         2,937
Net realized capital gains                                             459           466           176
Contribution from closed block                                          11            13             -
                                                                ------------------------------------------
Total revenues                                                       7,524         7,686         8,662

Expenses
Policy and contract benefits                                         4,210         4,500         5,271
Change in future policy benefits and
   contractholder funds                                                415           277           361
Dividends to policyholders                                               9           155           299
Operating expenses                                                   1,757         2,015         2,036
                                                                ------------------------------------------
                                                                ------------------------------------------
Total expenses                                                       6,391         6,947         7,967
                                                                ------------------------------------------

Income before income taxes                                           1,133           739           695

Income taxes                                                           323            44           241
                                                                ------------------------------------------
                                                                ==========================================
Net income                                                          $  810        $  695        $  454
                                                                ==========================================
</TABLE>



See accompanying notes.




                        Principal Life Insurance Company

                  Consolidated Statements of Financial Position


<TABLE>
<CAPTION>
                                                                                        December 31
                                                                                     1999         1998
                                                                                 ---------------------------
                                                                                 ---------------------------
                                                                                       (In Millions)
<S>                                                                                 <C>          <C>
Assets
Fixed maturities, available-for-sale                                                $21,660      $21,006
Equity securities, available-for-sale                                                   864        1,102
Mortgage loans                                                                       12,296       12,091
Real estate                                                                           2,212        2,585
Policy loans                                                                             28           25
Other investments                                                                       637          349
                                                                                 ---------------------------
Total investments                                                                    37,697       37,158

Cash and cash equivalents                                                               362          461
Accrued investment income                                                               408          375
Deferred policy acquisition costs                                                       792          456
Property and equipment                                                                  458          451
Goodwill and other intangibles                                                          152          161
Premiums due and other receivables                                                      284          261
Mortgage loan servicing rights                                                        1,081          778
Closed block assets                                                                   4,318        4,251
Separate account assets                                                              33,307       29,009
Other assets                                                                            451          582
                                                                                 ---------------------------
                                                                                 ===========================
Total assets                                                                        $79,310      $73,943
                                                                                 ===========================
                                                                                 ===========================

Liabilities
Contractholder funds                                                                $24,523      $23,339
Future policy benefits and claims                                                     7,623        7,082
Other policyholder funds                                                                271          293
Short-term debt                                                                           -          200
Long-term debt                                                                          834          671
Income taxes currently payable                                                           15           27
Deferred income taxes                                                                   159          497
Closed block liabilities                                                              5,395        5,299
Separate account liabilities                                                         33,307       29,009
Other liabilities                                                                     2,232        2,057
                                                                                 ---------------------------
                                                                                 ---------------------------
Total liabilities                                                                    74,359       68,474

Stockholder's equity
Common stock, par value $1 per share - authorized  5,000,000 shares,  issued and
   outstanding 2,500,000 shares (wholly owned indirectly by Principal Mutual
   Holding Company)                                                                       3            3
Retained earnings                                                                     5,110        4,749
Accumulated other comprehensive income (loss):
   Net unrealized gains (losses) on available-for-sale securities                      (102)         746
   Net foreign currency translation adjustment                                          (60)         (29)
                                                                                 ---------------------------
                                                                                 ---------------------------
Total stockholder's equity                                                            4,951        5,469
                                                                                 ---------------------------
                                                                                 ===========================
Total liabilities and stockholder's equity                                          $79,310      $73,943
                                                                                 ===========================
</TABLE>

See accompanying notes.




                        Principal Life Insurance Company

                 Consolidated Statements of Stockholder's Equity



<TABLE>
<CAPTION>
                                                            Net Unrealized
                                                          Gains (Losses) on      Net Foreign
                                                          Available-for-Sale      Currency            Total
                                    Common     Retained       Securities         Translation      Stockholder's
                                     Stock     Earnings                          Adjustment          Equity
                                  -------------------------------------------------------------------------------
                                                                  (In Millions)
<S>                                    <C>      <C>             <C>                 <C>               <C>
   Balances at January 1, 1997         $-       $3,803          $   860             $  (9)            $4,654
   Comprehensive income:
     Net income                         -          454                -                 -                454
     Net change in unrealized
       gains and losses on fixed
       maturities,                      -            -              197                 -                197
       available-for-sale
     Net change in unrealized
       gains and losses on
       equity securities,               -            -              118                 -                118
       available-for-sale
     Adjustments for assumed
       changes in amortization
       patterns:
       Deferred policy
         acquisition costs              -            -              (44)                -                (44)
       Unearned revenue reserves        -            -                4                 -                  4
     Provision for deferred
       income taxes                     -            -              (97)                -                (97)
     Change in net foreign
       currency translation             -            -                -                (2)                (2)
       adjustment
                                                                                                 ----------------
   Comprehensive income                                                                                  630
                                  -------------------------------------------------------------------------------
   Balances at December 31, 1997        -        4,257            1,038               (11)             5,284
   Issuance of 2,500,000 shares
     of common stock to parent
     holding company                    3           (3)              -                  -                  -
   Dividend to parent holding           -         (200)              -                  -               (200)
     company
   Comprehensive income:
     Net income                         -          695               -                  -                695
     Net change in unrealized
       gains and losses on fixed
       maturities,                      -            -            (203)                 -               (203)
       available-for-sale
     Net change in unrealized
       gains and losses on
       equity securities,
       available-for-sale,              -            -            (292)                 -               (292)
       including seed money in
       separate accounts
     Adjustments for assumed
       changes in amortization
       patterns:
       Deferred policy
         acquisition costs              -            -              37                  -                 37
       Unearned revenue reserves        -            -              (4)                 -                 (4)
     Provision for deferred
       income tax benefit               -            -             170                  -                170
     Change in net foreign
       currency translation             -            -               -                (18)               (18)
       adjustment
                                                                                                 ----------------
   Comprehensive income                                                                                  385
                                  -------------------------------------------------------------------------------
   Balances at December 31, 1998        3        4,749             746                (29)             5,469
</TABLE>



                        Principal Life Insurance Company

           Consolidated Statements of Stockholder's Equity (continued)




<TABLE>
<CAPTION>
                                                            Net Unrealized
                                                          Gains (Losses) on      Net Foreign
                                                          Available-for-Sale      Currency            Total
                                    Common     Retained       Securities         Translation      Stockholder's
                                     Stock     Earnings                          Adjustment          Equity
                                  -------------------------------------------------------------------------------
                                                                  (In Millions)

<S>                                    <C>      <C>             <C>                 <C>               <C>
   Balances at January 1, 1999         $3       $4,749          $  746              $ (29)            $5,469
   Dividend to parent holding           -         (449)              -                  -               (449)
     company
   Comprehensive loss:
     Net income                         -          810               -                  -                810
     Net change in unrealized
       gains and losses on fixed
       maturities,                      -            -          (1,375)                 -             (1,375)
       available-for-sale
     Net change in unrealized
       gains and losses on
       equity securities,
       available-for-sale,              -            -            (142)                 -               (142)
       including seed money in
       separate accounts
     Adjustments for assumed
       changes in amortization
       patterns:
       Deferred policy
         acquisition costs                           -             246                  -                246
       Unearned revenue reserves                     -             (30)                 -                (30)
     Provision for deferred
       income tax benefit                            -             453                  -                453
     Change in net foreign
       currency translation                          -               -                (31)               (31)
       adjustment
                                                                                                 ----------------
   Comprehensive loss                                                                                    (69)
                                  ===============================================================================
   Balances at December 31, 1999       $3       $5,110         $  (102)              $(60)            $4,951
                                  ===============================================================================
</TABLE>



See accompanying notes.




                        Principal Life Insurance Company

                      Consolidated Statements of Cash Flows




<TABLE>
<CAPTION>
                                                                              Year ended December 31
                                                                          1999         1998         1997
                                                                      ---------------------------------------
                                                                                  (In Millions)
<S>                                                                    <C>         <C>            <C>
Operating activities
Net income                                                             $     810   $     695      $   454
Adjustments to reconcile net income to net cash provided by
   operating activities:
   Amortization of deferred policy acquisition costs                          76         170          170
   Additions to deferred policy acquisition costs                           (254)       (229)        (213)
   Gain on sales of subsidiaries                                             (11)         (6)         (14)
   Accrued investment income                                                 (33)         24            7
   Premiums due and other receivables                                        (21)         87          (78)
   Contractholder and policyholder liabilities and dividends
                                                                           1,430       1,489        1,396
   Current and deferred income taxes                                         103        (265)          96
   Net realized capital gains                                               (459)       (466)        (176)
   Depreciation and amortization expense                                      72         100          117
   Change in closed block operating assets and
     liabilities, net                                                        174         230            -
   Other                                                                     163         115         (185)
                                                                      ---------------------------------------
Net adjustments                                                            1,240       1,249        1,120
                                                                      ---------------------------------------
Net cash provided by operating activities                                  2,050       1,944        1,574

Investing activities Available-for-sale securities:
   Purchases                                                             (10,956)     (7,141)      (7,478)
   Sales                                                                   6,852       5,684        7,475
   Maturities                                                              2,500       1,377        1,204
Mortgage loans acquired or originated                                    (16,503)    (14,162)      (9,925)
Mortgage loans sold or repaid                                             16,242      14,414        8,977
Net change in mortgage servicing rights                                     (307)       (387)        (144)
Real estate acquired                                                        (449)       (436)        (309)
Real estate sold                                                             870         662          198
Net change in property and equipment                                         (20)        (20)           -
Change in closed block investments, net                                     (169)       (201)           -
Proceeds from sales of subsidiaries                                           42          96           35
Purchases of interest in subsidiaries, net of cash acquired                  (13)       (218)         (99)
Net change in other investments                                             (260)       (249)         (83)
                                                                      ---------------------------------------
Net cash used in investing activities                                     (2,171)       (581)        (149)
</TABLE>





                        Principal Life Insurance Company

                Consolidated Statements of Cash Flows (continued)



<TABLE>
<CAPTION>
                                                                              Year ended December 31
                                                                          1999         1998         1997
                                                                      ---------------------------------------
                                                                                  (In Millions)
<S>                                                                    <C>         <C>            <C>
Financing activities
Issuance of debt                                                       $     203    $     243     $     75
Principal repayments of debt                                                 (40)         (51)         (28)
Proceeds of short-term borrowings                                          4,952        8,628        5,089
Repayment of short-term borrowings                                        (4,896)      (8,924)      (4,974)
Dividend paid to parent holding company                                     (441)        (140)           -
Investment contract deposits                                               5,325        5,854        4,134
Investment contract withdrawals                                           (5,081)      (7,058)      (5,446)
                                                                      ---------------------------------------
Net cash provided by (used in) financing activities                           22       (1,448)      (1,150)
                                                                      ---------------------------------------

Net increase (decrease) in cash and cash equivalents                         (99)         (85)         275

Cash and cash equivalents at beginning of year                               461          546          271
                                                                      =======================================
Cash and cash equivalents at end of year                               $     362    $     461      $   546
                                                                      =======================================

Schedule of noncash operating and investing activities
Dividend of net noncash assets and liabilities of Princor Financial
   Services Corporation to Principal Financial Services, Inc. on
   April 1, 1999                                                       $      12
                                                                      =============
Thefollowing  noncash  assets and  liabilities  were  transferred  to the Closed
   Block as a result of the July 1, 1998 mutual holding company formation:
   Operating activities:
     Accrued investment income                                                     $       59
     Deferred policy acquisition costs                                                    697
     Other assets                                                                          12
     Future policy benefits and claims                                                 (4,545)
     Other policyholder funds                                                              (7)
     Policyholder dividends payable                                                      (388)
     Other liabilities                                                                   (173)
                                                                                   -------------
   Total noncash operating activities (4,345) Investing activities:
     Fixed maturities, available-for-sale                                               1,562
     Mortgage loans                                                                     1,027
     Policy loans                                                                         736
     Other investments                                                                      1
                                                                                   -------------
   Total noncash investing activities                                                   3,326
                                                                                   =============
   Total noncash operating and investing activities                                   $(1,019)
                                                                                   =============

Net transfer of noncash assets and liabilities of Principal Health
   Care Inc. on April 1, 1998 in exchange for common shares of
   Coventry Health Care, Inc.                                                        $   (160)
                                                                                   =============

See accompanying notes.
</TABLE>




                        Principal Life Insurance Company

                   Notes to Consolidated Financial Statements

                                December 31, 1999


1. Nature of Operations and Significant Accounting Policies

Reorganization

Effective July 1, 1998,  Principal Mutual Life Insurance Company formed a mutual
insurance holding company  ("Principal Mutual Holding Company") and converted to
a stock life insurance company ("Principal Life Insurance Company").  All of the
shares of Principal  Life  Insurance  Company  were issued to  Principal  Mutual
Holding  Company  through  two  newly  formed  intermediate  holding  companies,
Principal  Financial  Group,  Inc. and Principal  Financial  Services,  Inc. The
reorganization itself did not have a material financial impact on Principal Life
Insurance  Company  and its  consolidated  subsidiaries,  as the net  assets  so
transferred  to achieve the change in legal  organization  were accounted for at
historical carrying amounts in a manner similar to that in  pooling-of-interests
accounting.

Description of Business

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

Basis of Presentation

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

Total assets of the unconsolidated entities amounted to $2.3 billion at December
31,  1999  and  $2.2  billion  at  December  31,  1998.  Total  revenues  of the
unconsolidated entities were $2.0 billion in 1999, $1.8 billion in 1998 and $294
million in 1997.  During 1999, 1998 and 1997, the Company included $108 million,
$18 million and $19 million, respectively, in net investment income representing
the Company's share of current year net income of the unconsolidated entities.

Closed Block

In conjunction with the formation of the mutual insurance  holding company,  the
Company  established  a Closed  Block for the  benefit  of  certain  classes  of
individual participating and dividend-paying policies in force on that date. The
Closed  Block was  designed to provide  reasonable  assurance  to  policyholders
included therein that, after



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

the Reorganization, assets would be available to maintain the aggregate dividend
scales in effect for 1997 if the experience  underlying  such scales  continued.
Assets were  allocated to the Closed Block in amounts such that their cash flows
together with anticipated  revenues from policies  included in the Closed Block,
were  reasonably  expected to be sufficient to support such policies,  including
provisions for payment of claims,  certain  expenses,  charges and taxes, and to
provide for the continuation of aggregate dividend scales in accordance with the
1997 policy dividend scales if the experience  underlying such scales continued,
and to allow  for  appropriate  adjustments  in such  scales  if the  experience
changes.

Assets  allocated  to the Closed  Block inure to the  benefits of the holders of
policies  included in the Closed Block.  Closed Block assets and liabilities are
carried on the same basis as similar assets and liabilities held by the Company.
The  Company  will  continue  to pay  guaranteed  benefits  under all  policies,
including the policies  included in the Closed Block,  in accordance  with their
terms.  If the assets  allocated to the Closed Block,  the investment cash flows
from those  assets and the  revenues  from the  policies  included in the Closed
Block,  including investment income thereon, prove to be insufficient to pay the
benefits guaranteed under the policies included in the Closed Block, the Company
will be required to make such payments from its general funds.

The contribution to the operating income of the Company from the Closed Block is
reported  as a single line item in the  statement  of  operations.  Accordingly,
premiums, net investment income,  realized capital gains (losses),  policyholder
benefits and dividends  attributable to the Closed Block,  less certain expenses
and charges and the amortization of deferred policy acquisition costs, are shown
as a net number  under the caption  "Contribution  from the Closed  Block." This
results in material  reductions in the respective line items in the statement of
operations  while  having no effect on net income.  All assets  allocated to the
Closed Block are grouped  together and shown as a separate item entitled "Closed
Block assets"; and all liabilities attributable to the Closed Block are combined
and  disclosed  as the "Closed  Block  liabilities".  The excess of Closed Block
liabilities  over Closed Block assets  represents the expected  future  post-tax
contribution from the Closed Block which would be recognized in operating income
or other comprehensive  income over the period the policies and contracts in the
Closed Block remain in force.

The   Contribution   from  the  Closed  Block  does  not   represent  the  total
profitability attributable to the policies included in the Closed Block. Certain
expenses  attributable  to  the  policies  included  in  the  Closed  Block  and
commissions on these policies are not included in the reported Contribution from
the Closed Block, but rather are included in operating expenses  consistent with
the initial  regulatory  funding of the Closed Block.  Consequently,  the assets
needed to fund the  Closed  Block are less  than the  total  accumulated  assets
attributable to the policies included in the Closed Block.  Income on the assets
held  outside of the Closed Block is included in net  investment  income and not
included in the Contribution from the Closed Block.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

Use of Estimates in the Preparation of Financial Statements

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

Cash and Cash Equivalents

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

Investments

Investments  in  fixed  maturities  and  equity  securities  are  classified  as
available-for-sale and, accordingly, are carried at fair value. (See Note 12 for
policies  related  to the  determination  of fair  value.)  The  cost  of  fixed
maturities  is adjusted for  amortization  of premiums and accrual of discounts,
both computed using the interest method. The cost of fixed maturities and equity
securities is adjusted for declines in value that are other than temporary.  For
the loan-backed and structured  securities  included in the bond portfolio,  the
Company  recognizes  income using a constant  effective yield based on currently
anticipated  prepayments  as  determined  by  broker-dealer  surveys or internal
estimates and the estimated lives of the securities.

Real estate investments are reported at cost less accumulated depreciation.  The
initial cost bases of  properties  acquired  through loan  foreclosures  are the
lower of the loan balances or fair market  values of the  properties at the time
of foreclosure. Buildings and land improvements are generally depreciated on the
straight-line method over the estimated useful life of improvements,  and tenant
improvement costs are depreciated on the  straight-line  method over the term of
the related lease. The Company  recognizes  impairment losses for its properties
when indicators of impairment are present and a property's expected undiscounted
cash flows are not sufficient to recover the property's  carrying value. In such
cases,  the cost bases of the  properties are reduced  accordingly.  Real estate
expected to be disposed is carried at the lower of cost or fair value, less cost
to sell, with valuation allowances  established  accordingly and depreciation no
longer recognized. Any impairment losses and any changes in valuation allowances
are reported as net realized capital losses.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

Commercial  and  residential  mortgage  loans are reported at cost  adjusted for
amortization  of premiums and accrual of discounts,  computed using the interest
method, and net of valuation allowances. Any changes in the valuation allowances
are  reported as net  realized  capital  gains  (losses).  The Company  measures
impairment based upon the present value of expected cash flows discounted at the
loan's effective  interest rate. If foreclosure is probable,  the measurement of
any  valuation  allowance  is based upon the fair value of the  collateral.  The
Company includes  residential mortgage loans held for sale in the amount of $432
million and $743  million  and  commercial  mortgage  loans held for sale in the
amount  of $280  million  and  $22  million  at  December  31,  1999  and  1998,
respectively,  which are carried at lower of cost or fair value and  reported as
mortgage loans in the statements of financial position.

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

Policy loans and other  investments,  excluding  investments  in  unconsolidated
entities, are primarily reported at cost.

Derivatives

Derivatives are generally held for purposes other than trading and are primarily
used to hedge or reduce  exposure to interest  rate and foreign  currency  risks
associated with assets held or expected to be purchased or sold, and liabilities
incurred or  expected  to be  incurred.  Additionally,  derivatives  are used to
change the characteristics of the Company's  asset/liability mix consistent with
the Company's risk management activities.

The  Company's  risk of loss is  typically  limited  to the  fair  value  of its
derivative  instruments and not to the notional or contractual  amounts of these
derivatives.  Risk  arises  from  changes  in the fair  value of the  underlying
instruments.  The  Company  is also  exposed  to  credit  losses in the event of
nonperformance  of  the  counterparties.   This  credit  risk  is  minimized  by
purchasing such agreements from financial  institutions with high credit ratings
and by establishing and monitoring exposure limits.

The  Company's  use of  derivatives  is  further  described  in Note 4.  The net
interest  effect of interest rate and currency swap  transactions is recorded as
an adjustment to net investment income or interest expense, as appropriate, over
the periods covered by the agreements. The cost of other derivative contracts is
amortized over the life of the contracts and classified  with the results of the
underlying  hedged item.  Certain contracts are designated as hedges of specific
assets and, to the extent those assets are marked to market, the hedge contracts
are also marked to market and included as an adjustment of the underlying  asset
value.  Other  contracts are  designated  and accounted for as hedges of certain
liabilities and are not marked to market.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

Hedge  accounting is used for derivatives  that are  specifically  designated in
advance as hedges and that reduce the Company's exposure to an indicated risk by
having a high  correlation  between  changes in the value of the derivatives and
the items being  hedged at both the  inception of the hedge and  throughout  the
hedge  period.  Should such criteria not be met or if the hedged items are sold,
terminated or matured,  the changes in value of the  derivatives are included in
net income.

Contractholder and Policyholder Liabilities

Contractholder and policyholder liabilities (contractholder funds, future policy
benefits  and  claims,  and  other  policyholder  funds)  include  reserves  for
investment   contracts  and  reserves  for  universal  life,   limited  payment,
participating and traditional life insurance policies.  Investment contracts are
contractholders'  funds  on  deposit  with the  Company  and  generally  include
reserves for pension and annuity contracts. Reserves on investment contracts are
equal to the  cumulative  deposits  less any  applicable  charges plus  credited
interest.

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

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

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

The  liability  for unpaid  accident  and health  claims is an  estimate  of the
ultimate  net cost of  reported  and  unreported  losses not yet  settled.  This
liability  is estimated  using  actuarial  analyses and case basis  evaluations.
Although  considerable  variability is inherent in such  estimates,  the Company
believes that the liability for unpaid claims is adequate.  These  estimates are
continually  reviewed and, as adjustments to this  liability  become  necessary,
such adjustments are reflected in current operations.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

Recognition of Premiums, Fees and Benefits

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

Group life and health  insurance  premiums  are  generally  recorded  as premium
revenue over the term of the coverage.  Some group  contracts allow for premiums
to be  adjusted to reflect  emerging  experience.  Such  adjusted  premiums  are
recognized in the period that the related experience emerges. Fees for contracts
providing claim  processing or other  administrative  services are recorded over
the period the service is provided.

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

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

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

Deferred Policy Acquisition Costs

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




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

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

Deferred policy  acquisition costs are subject to recoverability  testing at the
time of policy issue and loss recognition  testing at the end of each accounting
period.  Deferred  policy  acquisition  costs would be written off to the extent
that it is determined that future policy premiums and investment income or gross
profit margins would not be adequate to cover related losses and expenses.

Reinsurance

The Company  enters into  reinsurance  agreements  with other  companies  in the
normal  course of  business.  The  Company may assume  reinsurance  from or cede
reinsurance  to other  companies.  Premiums  and  expenses  are  reported net of
reinsurance   ceded.  The  Company  is  contingently   liable  with  respect  to
reinsurance  ceded to other  companies  in the event the  reinsurer is unable to
meet the obligations it has assumed.  To minimize the possibility of losses, the
Company  evaluates the financial  condition of its  reinsurers  and  continually
monitors concentrations of credit risk.

The effect of  reinsurance on premiums and other  considerations  and policy and
contract benefits and changes in reserves is as follows (in millions):

<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------
<S>                                                                 <C>           <C>           <C>
   Premiums and other considerations:
     Direct                                                         $3,187        $3,390        $4,601
     Assumed                                                             4            59           106
     Ceded                                                             (39)          (40)          (39)
                                                                ==========================================
   Net premiums and other considerations                            $3,152        $3,409        $4,668
                                                                ==========================================

   Policy and contract benefits and changes in reserves:
     Direct                                                         $4,656        $4,739        $5,596
     Assumed                                                            (1)           66           102
     Ceded                                                             (30)          (28)          (66)
                                                                ------------------------------------------
   Net policy and contract benefits and changes in reserves
                                                                    $4,625        $4,777        $5,632
                                                                ==========================================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

Effective July 1, 1998, the Company no longer  participates in reinsurance pools
related to the Federal  Employee  Group Life  Insurance  and Service  Group Life
Insurance  programs.  In 1997, the premium assumed from these  arrangements  was
approximately $85 million.

Guaranty-fund Assessments

Guaranty-fund  assessments  are accrued for anticipated  assessments,  which are
estimated  using data available from various  industry  sources that monitor the
current status of open and closed insolvencies. The Company has also established
an other asset for assessments  expected to be recovered  through future premium
tax offsets.

Separate Accounts

The  separate  account  assets and  liabilities  presented  in the  consolidated
financial  statements  represent  the  fair  market  value  of  funds  that  are
separately  administered  by the Company for contracts with equity,  real estate
and fixed-income  investments.  Generally,  the separate account contract owner,
rather than the Company,  bears the investment risk of these funds. The separate
account  assets are legally  segregated and are not subject to claims that arise
out of any  other  business  of the  Company.  The  Company  receives  a fee for
administrative, maintenance and investment advisory services that is included in
the consolidated  statements of operations.  Deposits, net investment income and
realized and  unrealized  capital gains and losses on the separate  accounts are
not reflected in the consolidated statements of operations.

Income Taxes

Principal  Mutual Holding  Company files a  consolidated  income tax return that
includes the Company and all of its qualifying  subsidiaries and has a policy of
allocating income tax expenses and benefits to companies in the group based upon
pro rata  contribution  of taxable  income or operating  losses.  The Company is
taxed at corporate  rates on taxable income based on existing tax laws.  Current
income taxes are charged or credited to operations based upon amounts  estimated
to be payable or recoverable  as a result of taxable  operations for the current
year.  Deferred  income  taxes are  provided  for the tax  effect  of  temporary
differences  in the  financial  reporting  and  income  tax bases of assets  and
liabilities  and net operating  losses using enacted  income tax rates and laws.
The effect on deferred tax assets and deferred  tax  liabilities  of a change in
tax rates is  recognized  in  operations  in the  period in which the  change is
enacted.

Foreign Exchange

The  Company's  foreign  subsidiaries'  statements  of  financial  position  and
operations  are translated at the current  exchange  rates and average  exchange
rates for the year, respectively.  Resulting translation adjustments for foreign
subsidiaries  and certain  other  transactions  are  reported as a component  of
equity.  Other  translation  adjustments for foreign currency  transactions that
affect cash flows are reported in current operations.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

Pension and Postretirement Benefits

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

Property and Equipment

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

                                                          December 31
                                                      1999           1998
                                                  -----------------------------

   Property and equipment                              $777           $730
   Accumulated depreciation                            (319)          (279)
                                                  =============================
   Property and equipment, net                         $458           $451
                                                  =============================

Goodwill and Other Intangibles

Goodwill  and other  intangibles  include the cost of acquired  subsidiaries  in
excess of the fair value of the net assets (i.e., goodwill) and other intangible
assets which have been recorded in connection  with  acquisitions.  These assets
are  amortized  on a  straight-line  basis  generally  over 10 to 15 years.  The
carrying amount of goodwill and other  intangibles is reviewed  periodically for
indicators  of impairment  in value,  which in the view of management  are other
than  temporary,  including  unexpected  or adverse  changes in the  economic or
competitive  environments in which the Company operates,  profitability analyses
and the fair  value of the  relevant  subsidiary.  If  facts  and  circumstances
suggest that a subsidiary's goodwill is impaired,  the Company assesses the fair
value of the  underlying  business  and reduces  the  goodwill to an amount that
results in the book value of the subsidiary approximating fair value.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

Goodwill and other intangibles,  and related  accumulated  amortization,  are as
follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------

<S>                                                                                <C>            <C>
   Goodwill                                                                        $176           $185
   Other intangibles                                                                 21             16
                                                                              -----------------------------
                                                                                    197            201
   Accumulated amortization                                                         (45)           (40)
                                                                              =============================
   Total goodwill and other intangibles, net                                       $152           $161
                                                                              =============================
</TABLE>

Premiums Due and Other Receivables

Premiums due and other  receivables  include life and health insurance  premiums
due,   reinsurance   recoveries,   guaranty  funds  receivable  or  on  deposit,
receivables from the sale of securities and other receivables.

Mortgage Loan Servicing Rights

Mortgage loan servicing  rights  represent the cost of purchasing or originating
the right to service  mortgage loans.  These costs are capitalized and amortized
to operations over the estimated  remaining lives of the underlying  loans using
the interest method and taking into account appropriate prepayment  assumptions.
Capitalized  mortgage  loan  servicing  rights  are  periodically  assessed  for
impairment,  which is  recognized in the  consolidated  statements of operations
during the period in which  impairment  occurs by  establishing a  corresponding
valuation allowance.

Other Assets

Included in other assets are certain  assets  pending  transfer or novation that
are  carried  at fair  value (see Note 2).  The  remainder  of other  assets are
reported primarily at cost.

Comprehensive Income (Loss)

Comprehensive  income (loss) includes all changes in stockholder's equity during
a  period  except  those  resulting  from   investments  by   shareholders   and
distributions to shareholders.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

The following table sets forth the adjustments necessary to avoid duplication of
items that are  included  as part of net income for a year that had been part of
other comprehensive income in prior years (in millions):

<TABLE>
<CAPTION>
                                                                               December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------
<S>                                                                <C>             <C>            <C>
   Unrealized gains (losses) on available-for-sale securities
     arising during the year                                       $(1,039)        $(530)         $106
   Adjustment for realized gains on available-for-sale
     securities included in net income                                 191           238            72
                                                                ==========================================
   Unrealized gains (losses) on available-for-sale securities,
     as adjusted                                                   $  (848)        $(292)         $178
                                                                ==========================================
</TABLE>

The above  adjustment  for net realized gains on  available-for-sale  securities
included  in  net  income  is  presented  net of  tax,  related  changes  in the
amortization  patterns of deferred policy acquisition costs and unearned revenue
reserves.

Reclassifications

Certain  reclassifications  have  been  made to the 1997  and 1998  consolidated
financial statements to conform to the 1999 presentation.

Accounting Changes

In June 1998,  the  Financial  Accounting  Standards  Board ("the FASB")  issued
Statement No. 133, Accounting for Derivative  Instruments and Hedging Activities
("SFAS  133").  In June 1999,  Statement  No.  137,  Accounting  for  Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASB
Statement No. 133, ("SFAS 137") was issued  deferring the effective date of SFAS
133 by one year.  The new  effective  date for the  Company to adopt SFAS 133 is
January 1, 2001. SFAS 133 will require the Company to include all derivatives in
the  consolidated  statement  of  financial  position at fair value.  Changes in
derivative  fair values will either be  recognized in earnings as offsets to the
changes in fair value of related hedged assets, liabilities and firm commitments
or, for forecasted transactions,  deferred and recorded as a component of equity
until  the  hedged  transactions  occur  and are  recognized  in  earnings.  The
ineffective  portion  of a hedging  derivative's  change in fair  value  will be
immediately  recognized  in  earnings.  The impact of SFAS 133 on the  Company's
financial  statements  will  depend on a variety of  factors,  including  future
interpretive  guidance from the FASB,  the future level of forecasted and actual
foreign currency  transactions,  the extent of the Company's hedging activities,
the types of hedging instruments used and the effectiveness of such instruments.
However,  the Company  does not believe the effect of adopting  SFAS 133 will be
material to its consolidated financial position.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

On January 1, 1999, the Company  implemented  the Statement of Position  ("SOP")
98-1,  Accounting for the Costs of Computer  Software  Developed or Obtained for
Internal  Use.  SOP 98-1  defines  internal  use  software  and  when the  costs
associated with internal use should be capitalized.  The  implementation did not
have a material impact on the Company's consolidated financial statements.


2. Mergers, Acquisitions and Divestitures

During 1999,  various  acquisitions  were made by the Company's  subsidiaries at
purchase prices aggregating $13 million. The acquisitions were all accounted for
using  the  purchase  method  and the  results  of  operations  of the  acquired
businesses  have been included in the financial  statements of the  subsidiaries
from the dates of  acquisition.  Such  acquired  companies  had total  assets at
December  31,  1999 and total  1999  revenue  of $17  million  and $12  million,
respectively.

Effective  April 1, 1998,  the Company merged  substantially  all of its managed
care  operations  with  Coventry  Corporation  in  exchange  for a  non-majority
ownership  position in the  resulting  entity,  Coventry  Health Care,  Inc. The
Company's  investment in Coventry  Health Care,  Inc. is accounted for using the
equity method. Net equity of the transferred  business on April 1, 1998 was $170
million.  Consolidated  financial  results  for 1997  included  total  assets at
December 31, 1997, and total revenues and pretax loss for the year then ended of
approximately $419 million,  $883 million and $(26) million,  respectively,  for
the transferred business.

During 1998,  various  acquisitions  were made by the Company's  subsidiaries at
purchase prices  aggregating $224 million.  The acquisitions  were all accounted
for using the  purchase  method and the results of  operations  of the  acquired
businesses  have been included in the financial  statements of the  subsidiaries
from the dates of  acquisition.  Such  acquired  companies  had total  assets at
December  31,  1998 and total 1998  revenue  of $459  million  and $58  million,
respectively.

During  1998,  various  divestitures  were  made  by  certain  of the  Company's
subsidiaries at selling prices  aggregating  $118 million and $15 million in net
realized capital gains were realized as a result of these divestitures. In 1997,
the  financial  statements  included  $152  million in assets,  $206  million in
revenues and $20 million of pretax losses related to these subsidiaries.

During  1997,  various  acquisitions  were  made  by  certain  of the  Company's
subsidiaries at purchase prices aggregating $101 million.  The acquisitions were
all accounted for using the purchase method and the results of operations of the
acquired  businesses  have been  included  in the  financial  statements  of the
subsidiaries  from the dates of acquisition.  Such acquired  companies had total
assets at  December  31,  1997 and total 1997  revenue of $459  million  and $86
million, respectively.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments

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

The cost,  gross  unrealized gains and losses and fair value of fixed maturities
and equity securities  available-for-sale  as of December 31, 1999 and 1998, are
as follows (in millions):

<TABLE>
<CAPTION>
                                                                   Gross           Gross
                                                                Unrealized      Unrealized         Fair
                                                   Cost            Gains          Losses          Value
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
<S>                                              <C>             <C>              <C>            <C>
   December 31, 1999 Fixed maturities:
     United States Government and agencies
                                                  $    163        $    -          $    2         $     161
     Foreign governments                               808            18              15               811
     States and political subdivisions                 139             1               9               131
     Corporate - public                              5,187            73             137             5,123
     Corporate - private                            10,300            95             332            10,063
     Mortgage-backed and other asset-backed
       securities                                    5,486            12             127             5,371
                                              ---------------------------------------------------------------
   Total fixed maturities                          $22,083          $199            $622           $21,660
                                              ===============================================================
   Total equity securities                       $     721          $176           $  33         $     864
                                              ===============================================================

   December 31, 1998 Fixed maturities:
     United States Government and agencies
                                                 $     615       $     -           $  10         $     605
     Foreign governments                               340            29               5               364
     States and political subdivisions                 137            10               -               147
     Corporate - public                              3,841           249              84             4,006
     Corporate - private                            10,570           623              95            11,098
     Mortgage-backed and other asset-backed
       securities                                    4,659           138              11             4,786
                                              ---------------------------------------------------------------
                                              ===============================================================
   Total fixed maturities                          $20,162        $1,049            $205           $21,006
                                              ===============================================================
   Total equity securities                       $     760       $   395           $  53          $  1,102
                                              ===============================================================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

The cost and fair value of fixed maturities  available-for-sale  at December 31,
1999, by expected maturity, are as follows (in millions):

<TABLE>
<CAPTION>
                                                                                 Cost        Fair Value
                                                                             ------------------------------
                                                                             ------------------------------

<S>                                                                            <C>             <C>
   Due in one year or less                                                     $  1,261        $  1,260
   Due after one year through five years                                          7,784           7,654
   Due after five years through ten years                                         4,342           4,281
   Due after ten years                                                            3,210           3,094
                                                                             ------------------------------
                                                                             ------------------------------
                                                                                 16,597          16,289
   Mortgage-backed and other asset-backed securities                              5,486           5,371
                                                                             ------------------------------
                                                                             ==============================
   Total                                                                        $22,083         $21,660
                                                                             ==============================
</TABLE>

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

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

<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                 <C>           <C>           <C>
   Fixed maturities, available-for-sale                             $1,578        $1,525        $1,620
   Equity securities, available-for-sale                                46            32            39
   Mortgage loans                                                    1,025         1,100         1,084
   Real estate                                                         188           143           107
   Policy loans                                                          2            27            50
   Cash and cash equivalents                                            19             9             9
   Other                                                                43            58            92
                                                                ------------------------------------------
                                                                ------------------------------------------
                                                                     2,901         2,894         3,001

   Less investment expenses                                           (124)          (88)          (64)
                                                                ------------------------------------------
                                                                ==========================================
   Net investment income                                            $2,777        $2,806        $2,937
                                                                ==========================================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

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

<TABLE>
<CAPTION>
                                                                           Year ended December 31
                                                                     1999          1998           1997
                                                                 -------------------------------------------

<S>                                                                  <C>           <C>           <C>
   Fixed maturities, available-for-sale:
     Gross gains                                                     $  31         $  67         $  51
     Gross losses                                                     (123)          (31)          (43)
   Equity securities, available-for-sale:
     Gross gains                                                       409           329           132
     Gross losses                                                      (26)          (40)          (26)
   Mortgage loans                                                       (8)            8            (6)
   Real estate                                                          56           126            64
   Other                                                               120             7             4
                                                                 ===========================================
   Net realized capital gains                                         $459          $466          $176
                                                                 ===========================================
</TABLE>

Proceeds from sales of  investments  (excluding  call and maturity  proceeds) in
fixed maturities were $5.3 billion,  $2.8 billion and $5.0 billion in 1999, 1998
and 1997 respectively.  Of the 1999, 1998 and 1997 proceeds,  $3.6 billion, $2.2
billion  and $4.0  billion,  respectively,  relates to sales of  mortgage-backed
securities.   The  Company  actively  manages  its  mortgage-backed   securities
portfolio to control prepayment risk. Gross gains of $2 million, $23 million and
$29 million and gross losses of $57 million, $7 million and $10 million in 1999,
1998  and  1997,  respectively,   were  realized  on  sales  of  mortgage-backed
securities.  At December 31, 1999,  the Company had security  purchases  payable
totaling $910 million relating to the purchases of mortgage-backed securities at
forward dates.

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




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------

<S>                                                                               <C>            <C>
   Net unrealized gains and losses on fixed maturities, available-for-sale
                                                                                  $(436)         $939
   Net unrealized gains and losses on equity securities, available-for-sale,
     including seed money in separate accounts                                      205           347
   Adjustments for assumed changes in amortization patterns:
     Deferred policy acquisition costs                                               79          (167)
     Unearned revenue reserves                                                      (13)           17
   Provision for deferred income (taxes) tax benefit                                 63          (390)
                                                                              =============================
   Net unrealized gains and losses on available-for-sale securities               $(102)         $746
                                                                              =============================
</TABLE>

During 1998, the net change in unrealized gains and losses on fixed  maturities,
available-for-sale,  appearing in the consolidated statements of equity includes
the  effect of a change in the  method of  estimating  the fair value of certain
corporate bonds, net of related  adjustments for assumed changes in amortization
patterns and deferred income taxes, of $116 million.

The corporate  private  placement  bond  portfolio is  diversified by issuer and
industry.  Restrictive  bond  covenants are monitored by the Company to regulate
the activities of issuers and control their leveraging capabilities.

Commercial  mortgage loans and corporate  private  placement bonds originated or
acquired by the Company represent its primary areas of credit risk exposure.  At
December 31, 1999 and 1998, the commercial  mortgage portfolio is diversified by
geographic region and specific collateral property type as follows:

<TABLE>
<CAPTION>
               Geographic Distribution                             Property Type Distribution
------------------------------------------------------   --------------------------------------------------
                                    December 31                                          December 31
                                  1999        1998                                     1999       1998
                               -----------------------                              -----------------------
                               -----------------------                              -----------------------

<S>                                <C>         <C>                                      <C>        <C>
   New England                      5%          5%       Office                         30%        29%
   Middle Atlantic                 14          14        Retail                         33         33
   East North Central              10          10        Hotel                           1          1
   West North Central               4           5        Mixed use/other                 2          2
   South Atlantic                  25          25        Industrial                     32         33
   East South Central               3           3        Apartments                      3          3
   West South Central               7           7        Valuation allowance            (1)        (1)
   Mountain                         5           4
   Pacific                         28          28
   Valuation allowance             (1)         (1)
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

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

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

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

<TABLE>
<CAPTION>
                                                                                   December 31
                                                                          1999        1998        1997
                                                                       ------------------------------------

<S>                                                                        <C>         <C>         <C>
   Balance at beginning of year                                            $104        $121        $121
   Establishment of closed block (see Note 5)                                 -          (9)          -
   Provision for losses                                                       5           4           8
   Releases due to write-downs, sales and foreclosures                       (1)        (12)         (8)
                                                                       ====================================
   Balance at end of year                                                  $108        $104        $121
                                                                       ====================================
</TABLE>

The Company was servicing approximately 555,000 and 484,000 residential mortgage
loans with aggregate principal balances of approximately $51.9 billion and $42.1
billion at December 31, 1999 and 1998,  respectively.  In connection  with these
mortgage  servicing  activities,  the  Company  held  funds in trust for  others
totaling  approximately  $334  million and $284 million at December 31, 1999 and
1998, respectively.  In connection with its loan administration  activities, the
Company  advances  payments of property  taxes and  insurance  premiums and also
advances  principal and interest  payments to investors in advance of collecting
funds from specific mortgagors.  In addition, the Company makes certain payments
of attorney fees and other costs related to loans in foreclosure.  These amounts
receivable  are  recorded,  at cost,  as  advances on  serviced  loans.  Amounts
advanced  are  considered  in  management's  evaluation  of the  adequacy of the
mortgage loan allowance for losses.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

Real estate  holdings and related  accumulated  depreciation  are as follows (in
millions):

                                                       December 31
                                                   1999           1998
                                               -----------------------------

   Investment real estate                          $1,461        $1,890
   Accumulated depreciation                          (161)         (183)
                                               -----------------------------
                                                    1,300         1,707
   Properties held for sale                           912           878
                                               =============================
   Real estate, net                                $2,212        $2,585
                                               =============================

Other investments include a temporarily controlled subsidiary.  Also included in
other  investments  are  properties  owned  jointly  with  venture  partners and
operated by the  partners.  Joint  ventures in which the Company has an interest
have  mortgage  loans  with the  Company  of $760  million  and $876  million at
December 31, 1999 and 1998, respectively.  The Company is committed to providing
additional mortgage financing for such joint ventures aggregating $77 million at
December 31, 1999.


4. Derivatives Held or Issued for Purposes Other Than Trading

The Company  uses  exchange-traded  interest  rate  futures and  mortgage-backed
securities  forwards to hedge against  interest rate risks. The Company attempts
to match the timing of when interest  rates are committed on insurance  products
and on new investments.  However, timing differences do occur and can expose the
Company to fluctuating interest rates. Interest rate futures and mortgage-backed
securities  forwards are used to minimize these risks. In these  contracts,  the
Company is subject to the risk that the counterparties  will fail to perform and
to the risks associated with changes in the value of the underlying  securities;
however,  such changes in value generally are offset by opposite  changes in the
value of the hedged  items.  Futures  contracts are marked to market and settled
daily,  which minimizes the  counterparty  risk. The notional amounts of futures
contracts  ($76 million at December  31, 1999,  and $855 million at December 31,
1998)  represent  the  extent of the  Company's  involvement.  The  Company  had
outstanding  mortgage-backed securities forwards of $149 million and $55 million
at December 31, 1999 and 1998, respectively.

The Company uses  interest  rate swaps to more closely  match the interest  rate
characteristics  of its assets with those of its liabilities.  Swaps are used in
asset  and  liability  management  to modify  duration  and  match  cash  flows.
Occasionally,  the Company will sell a callable investment-type contract and may
use interest  rate  swaptions or similar  instruments  to transform the callable
liability  into a fixed term  liability.  In  addition,  the Company may sell an
investment-type  contract with  attributes  tied to market indices in which case
the Company uses a call option to transform the liability into a




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

fixed rate liability.  The notional principal amounts of the interest rate swaps
outstanding  at  December  31,  1999 and 1998 were  $1,211  million  and  $1,533
million, respectively, and the credit exposure at December 31, 1999 and 1998 was
$19 million for both years.  The  notional  principal  amounts of the  swaptions
outstanding  at December 31, 1999 and 1998 were $470  million and $259  million,
respectively,  and the credit  exposure  at  December  31,  1999 and 1998 was $9
million and $6 million,  respectively. The notional amounts of call options were
$30 million at both December 31, 1999 and 1998, and the credit  exposure was $19
million  and $6  million  at  December  31,  1999 and  1998,  respectively.  The
Company's  current credit  exposure on swaps is limited to the value of interest
rate swaps that have become  favorable  to the  Company.  The average  unexpired
terms of the swaps were  approximately  five years at December  31, 1999 and six
years at December 31, 1998. The net amount  payable or receivable  from interest
rate  swaps is  accrued as an  adjustment  to  interest  income.  The  Company's
interest rate swap agreements include cross-default  provisions when two or more
swaps are transacted with a given counterparty.

The Company  enters into currency  exchange swap  agreements to convert  certain
foreign  denominated  fixed  rate  assets  and  liabilities  into U.  S.  dollar
denominated  instruments to eliminate the exposure to future currency volatility
on those items. At December 31, 1999, the Company had various  foreign  currency
exchange agreements with maturities ranging from 2000 to 2018, with an aggregate
notional  amount of  approximately  $1,571 million and a credit  exposure of $69
million.  At December 31, 1998, such maturities ranged from 1999 to 2018 with an
aggregate notional amount of approximately $486 million and a credit exposure of
$35 million. The average unexpired term of the swaps was approximately six years
at December 31, 1999 and seven years at December 31, 1998.

With regard to its foreign  operations,  the Company attempts to conduct much of
its business in the functional  currency of the country of operation.  At times,
the Company is unable to do so, and  beginning in 1999 for these cases,  it uses
foreign exchange  derivatives to hedge the resulting  currency risk. At December
31, 1999, the Company had foreign  currency  swaps with a notional  amount of $5
million outstanding.

The Company manages the risk on its commercial  mortgage loan pipeline by buying
and selling  mortgage-backed  securities in the forward  markets,  interest rate
swaps,  and interest  rate  futures.  The Company  entered into  mortgage-backed
forwards  totaling  $87 million  and $27 million at December  31, 1999 and 1998,
respectively,  and interest rate swaps with notional amounts of $88 million with
a credit  exposure  totaling $2 million at December 31, 1999.  In addition,  the
Company  entered into interest rate futures  contracts with notional  amounts of
$211 million and $58 million at December 31, 1999 and 1998,  respectively.  Such
futures contracts are marked to market and settled daily.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

The Company manages risk on its residential mortgage loan pipeline by buying and
selling  mortgage-backed  securities  in the forward  markets,  over-the-counter
options on  mortgage-backed  securities,  U.S.  Treasury  futures  contracts and
options on Treasury  futures  contracts.  The  Company  entered  into  mandatory
forward,  option and futures contracts totaling approximately $1,080 million and
$2,369 million at December 31, 1999 and 1998,  respectively,  to reduce interest
rate risk on certain  mortgage  loans held for sale and other  commitments.  The
forward  contracts  provide for the delivery of securities at a specified future
date at a specified price or yield.  In the event the  counterparty is unable to
meet its  contractual  obligations,  the  Company  may be exposed to the risk of
selling  mortgage  loans  at  prevailing  market  prices.  The  effect  of these
contracts was considered in the lower of cost or market  calculation of mortgage
loans held for sale.

The Company has  committed  to originate  approximately  $372 million and $1,100
million of mortgage loans at December 31, 1999 and 1998,  respectively,  subject
to borrowers meeting the Company's  underwriting  guidelines.  These commitments
call for the Company to fund such loans at a future  date with a specified  rate
at a specified  price.  Because the  borrowers  are not  obligated  to close the
loans, the Company is exposed to risks that it may not have sufficient  mortgage
loans  to  deliver  to its  mandatory  forward  contracts  and,  thus,  would be
obligated to purchase  mortgage  loans at  prevailing  market rates to meet such
commitments. Conversely, the Company is exposed to the risk that more loans than
expected will close, and the loans would then be sold at current market prices.

The  Company  uses  interest  rate floors and  options on futures  contracts  in
hedging a portion of its portfolio of mortgage  servicing rights from prepayment
risk  associated  with changes in interest  rates.  The Company had entered into
interest rate floor and option contracts with a notional value of $5,550 million
and $6,314 million at December 31, 1999 and 1998,  respectively.  The floors and
contracts  provide  for the receipt of payments  when  interest  rates are below
predetermined interest rate levels. The premiums paid for floors are included in
other assets in the Company's consolidated statements of financial position.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




5. Closed Block

Summarized  financial  information  of  the  Closed  Block  is  as  follows  (in
millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------
<S>                                                                               <C>           <C>
   Assets
   Fixed maturities available-for-sale                                            $1,782        $1,722
   Mortgage loans                                                                  1,036         1,063
   Policy loans                                                                      752           741
   Other investments                                                                   1             1
                                                                              -----------------------------
   Total investments                                                               3,571         3,527

   Cash and cash equivalents                                                          24             -
   Accrued investment income                                                          63            60
   Deferred policy acquisition costs                                                 639           649
   Premiums due and other receivables                                                 21            15
                                                                              =============================
                                                                                  $4,318        $4,251
                                                                              =============================
   Liabilities
   Future policy benefits and claims                                              $4,864        $4,668
   Other policyholder funds                                                          406           399
   Other liabilities                                                                 125           232
                                                                              -----------------------------
                                                                                  $5,395        $5,299
                                                                              =============================
</TABLE>

<TABLE>
<CAPTION>
                                                                                     For the six-month
                                                              For the year ended   period from formation
                                                              December 31, 1999     to December 31, 1998
                                                             ----------------------------------------------
<S>                                                                   <C>                    <C>
   Revenues and expenses
   Premiums and other considerations                                  $764                   $390
   Net investment income                                               269                    127
   Other income (expense)                                               (2)                     1
   Policy and contract benefits                                       (438)                  (196)
   Change in future policy benefits and contractholder funds
                                                                      (176)                  (110)
   Dividends to policyholders                                         (296)                  (143)
   Operating expenses                                                 (110)                   (56)
                                                             ==============================================
   Contribution from Closed Block (before income taxes)
                                                                     $  11                  $  13
                                                             ==============================================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




6. Deferred Policy Acquisition Costs

Policy  acquisition  costs deferred and amortized in 1999,  1998 and 1997 are as
follows (in millions):

<TABLE>
<CAPTION>
                                                                               December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                   <C>         <C>           <C>
   Balance at beginning of year                                       $456        $1,057        $1,058
   Balance transferred to the Closed Block                               -          (697)            -
   Cost deferred during the year                                       254           229           213
   Amortized to expense during the year                                (76)         (170)         (170)
   Effect of unrealized (gains) losses                                 158            37           (44)
                                                                ==========================================
   Balance at end of year                                             $792       $   456        $1,057
                                                                ==========================================
</TABLE>


7. Insurance Liabilities

Major  components  of  contractholder  funds in the  consolidated  statements of
financial position, are summarized as follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------
<S>                                                                                <C>          <C>
   Liabilities for investment-type contracts:
     Guaranteed investment contracts                                               $15,941      $15,211
     Domestic funding agreements                                                       743          653
     International funding agreements backing
       medium-term notes                                                             1,139            -
     Other investment-type contracts                                                 3,115        3,806
                                                                              -----------------------------
   Total liabilities for investment-type contracts                                  20,938       19,670

   Liabilities for individual annuities                                              2,522        2,685
   Universal life and other reserves                                                 1,063          984
                                                                              =============================
   Total contractholder funds                                                      $24,523      $23,339
                                                                              =============================
</TABLE>

The Company's  contractholder funds, excluding universal life reserves,  include
surrender and  withdrawal  provisions  which  mitigate the risk of losses due to
early  withdrawals.  Approximately  90% of such  contractholder  funds,  include
surrender  or  market  value  adjustment  provisions,  or  are  not  subject  to
discretionary  withdrawal.  The remainder is subject to discretionary withdrawal
at book value with minimal or no surrender charge.

Approximately  3.0% of the  Company's  investment  contract  portfolio  includes
puttable  funding  agreements,  representing  1.3% of  general  account  assets.
Approximately  2.5%  of the  portfolio  includes  contracts  which  require  the
contractholder  to give the Company a minimum of 90 days notice before  contract
termination payment.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




7. Insurance Liabilities (continued)

Funding agreements are issued to non-qualified  institutional  investors both in
domestic and international  markets.  In late 1998, the Company established a $2
billion  program under which an offshore  special  purpose entity was created to
issue nonrecourse  medium-term  notes.  Under the program,  the proceeds of each
note series issuance are used to purchase a funding  agreement from the Company,
with the funding  agreement  so  purchased  then used to secure that  particular
series of notes. In general, the payment terms of any particular series of notes
match the payment  terms of the funding  agreement  that  secures  that  series.
Claims for principal and interest under those  international  funding agreements
are  afforded   equal   priority  to  claims  of  life   insurance  and  annuity
policyholders  under insolvency  provisions of Iowa Insurance Laws. During 1999,
the Company  began  issuing  international  funding  agreements  to the offshore
special purpose vehicle under that program. The offshore special purpose vehicle
issued medium-term notes to investors in Europe, Asia and Australia. In general,
the medium-term note funding agreements do not give the contractholder the right
to terminate prior to contractually  stated maturity dates, absent the existence
of certain  circumstances  which are largely  within the Company's  control.  At
December 31, 1999, the contractual  maturities were 2002 - $180 million;  2004 -
$358 million; 2008 - $36 million; and 2009 - $565 million.

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

<TABLE>
<CAPTION>
                                                                               December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                <C>           <C>           <C>
   Balance at beginning of year                                    $   641       $   770       $   800

   Incurred:
     Current year                                                    1,831         1,922         2,723
     Prior years                                                        32           (14)          (21)
                                                                ------------------------------------------
                                                                ------------------------------------------
   Total incurred                                                    1,863         1,908         2,702

   Reclassification for subsidiary merger
     (see Note 2)                                                        -           155             -
   Payments:
     Current year                                                    1,380         1,523         2,235
     Prior years                                                       405           359           497
                                                                ------------------------------------------
   Total payments                                                    1,785         2,037         2,732
                                                                ------------------------------------------

   Balance at end of year:
     Current year                                                      451           349           476
     Prior years                                                       268           292           294
                                                                ------------------------------------------
                                                                ==========================================
   Total balance at end of year                                    $   719       $   641       $   770
                                                                ==========================================
</TABLE>



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




7. Insurance Liabilities (continued)

The activity  summary in the  liability  for unpaid  accident and health  claims
shows an  increase of $32  million,  a decrease of $14 million and a decrease of
$21  million  to the  December  31,  1998,  1997 and 1996  liability  for unpaid
accident and health claims, respectively, arising in prior years. Such liability
adjustments,  which  affected  current  operations  during 1999,  1998 and 1997,
respectively,  resulted from  developed  claims for prior years being  different
than were anticipated when the liabilities for unpaid accident and health claims
were originally estimated. These trends have been considered in establishing the
current year liability for unpaid accident and health claims.


8. Debt

Short-term debt

Short-term debt consists primarily of commercial paper and outstanding  balances
on credit  facilities  with various banks. At December 31, 1999, the Company and
certain  subsidiaries  had credit  facilities with various banks in an aggregate
amount of $1.5 billion.  The credit facilities may be used for general corporate
purposes and also to provide backup for the Company's commercial paper programs.

Long-term debt

The  components  of debt as of December  31, 1999 and  December  31, 1998 are as
follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                 1999           1998
                                                                             ------------------------------

<S>   <C>                               <C>                                       <C>            <C>
      7.875% surplus notes payable, due 2024                                      $199           199
      8% surplus notes payable, due 2044                                            99            99
      Non-recourse mortgages and notes payable                                     335           214
      Other mortgages and notes payable                                            201           159
                                                                             ==============================
      Total long-term debt                                                        $834          $671
                                                                             ==============================
</TABLE>

The amounts  included above are net of the discount and direct costs  associated
with  issuing  these  notes  which are being  amortized  to  expense  over their
respective terms using the interest method.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




8. Debt (continued)

On March 10, 1994, the Company  issued $300 million of surplus notes,  including
$200  million  due  March  1,  2024 at a  7.875%  annual  interest  rate and the
remaining  $100  million  due March 1, 2044 at an 8% annual  interest  rate.  No
affiliates  of the  Company  hold any  portion  of the  notes.  Each  payment of
interest and  principal on the notes,  however,  may be made only with the prior
approval  of  the   Commissioner   of  Insurance  of  the  State  of  Iowa  (the
"Commissioner")  and only to the extent that the Company has sufficient  surplus
earnings to make such  payments.  For each of the years ended December 31, 1999,
1998 and 1997,  interest of $24 million was approved by the  Commissioner,  paid
and charged to expense.

Subject to  Commissioner  approval,  the surplus  notes due March 1, 2024 may be
redeemed at the Company's election on or after March 1, 2004 in whole or in part
at a  redemption  price of  approximately  103.6% of par. The  approximate  3.6%
premium is scheduled to gradually  diminish over the following ten years.  These
surplus  notes may then be redeemed on or after March 1, 2014,  at a  redemption
price of 100% of the  principal  amount  plus  interest  accrued  to the date of
redemption.

In addition,  subject to Commissioner  approval, the notes due March 1, 2044 may
be redeemed at the Company's  election on or after March 1, 2014, in whole or in
part at a redemption price of approximately  102.3% of par. The approximate 2.3%
premium is scheduled to gradually  diminish over the following ten years.  These
notes may be redeemed on or after March 1, 2024,  at a redemption  price of 100%
of the principal amount plus interest accrued to the date of redemption.

The  mortgages  and  other  notes  payable  are   financings   for  real  estate
developments.  The Company has obtained  loans with  various  lenders to finance
these developments. Outstanding principal balances as of December 31, 1999 range
from $1 million to $38 million per  development  with interest  rates  generally
ranging  from 6.4% to 9.3%.  Outstanding  principal  balances as of December 31,
1998 range from $1 million to $39 million per  development  with interest  rates
generally ranging from 6.6% to 9.3%.

At  December  31,  1999,  future  annual  maturities  of debt are as follows (in
millions):

   2000                                                              $124
   2001                                                                72
   2002                                                                19
   2003                                                                12
   2004                                                                12
   Thereafter                                                         595
                                                                  ----------
                                                                  ==========
   Total future maturities of debt                                   $834
                                                                  ==========

Cash paid for interest for 1999, 1998 and 1997 was $96 million,  $97 million and
$67 million,  respectively.  These amounts include interest paid on taxes during
these years.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




9. Income Taxes

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

<TABLE>
<CAPTION>
                                                                          Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------
<S>                                                                 <C>           <C>             <C>
   Current income taxes:
     Federal                                                        $  84         $ (80)          $144
     State and foreign                                                 13            10              3
     Net realized capital gains                                       162           107             11
                                                                ------------------------------------------
   Total current income taxes                                         259            37            158
   Deferred income taxes                                               64             7             83
                                                                ==========================================
   Total income taxes                                                $323           $44           $241
                                                                ==========================================
</TABLE>

The Company's provision for income taxes may not have the customary relationship
of taxes to income. Differences between the prevailing corporate income tax rate
of 35% times the pre-tax income and the Company's  effective tax rate on pre-tax
income are generally due to inherent  differences  between  income for financial
reporting  purposes  and  income  for tax  purposes,  and the  establishment  of
adequate  provisions  for any  challenges of the tax filings and tax payments to
the various taxing jurisdictions.  A reconciliation between the corporate income
tax rate and the effective tax rate is as follows:

<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                  <C>           <C>           <C>
   Statutory corporate tax rate                                      35%           35%           35%
   Dividends received deduction                                      (3)           (4)           (2)
   Interest exclusion from taxable income                             -            (1)           (1)
   Resolution of prior year tax issues                                -           (20)            -
   Other                                                             (3)           (4)            3
                                                                ------------------------------------------
   Effective tax rate                                                29%            6%           35%
                                                                ==========================================
</TABLE>

Significant components of the Company's net deferred income taxes are as follows
(in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------
<S>                                                                               <C>           <C>
   Deferred income tax assets (liabilities):
     Insurance liabilities                                                        $ 138         $ 117
     Deferred policy acquisition costs                                             (149)         (111)
     Net unrealized losses (gains) on available for sale
       securities                                                                    88          (381)
     Mortgage loan servicing rights                                                (210)         (111)
     Other                                                                          (26)          (11)
                                                                              =============================
                                                                                  $(159)        $(497)
                                                                              =============================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




9. Income Taxes (continued)

The Internal  Revenue Service ("the  Service") has completed  examination of the
consolidated  federal income tax returns of the Company and affiliated companies
through  1992.  The Service is  completing  their  examination  of the Company's
returns for 1993 and 1994.  The  Service  has also begun to examine  returns for
1995 and 1996. The Company believes that there are adequate  defenses against or
sufficient provisions for any challenges.

Undistributed   earnings  of  certain   foreign   subsidiaries   are  considered
indefinitely  reinvested by the Company. A tax liability will be recognized when
the Company expects  distribution of earnings in the form of dividends,  sale of
the investment or otherwise.

Cash paid for income  taxes was $270  million in 1999,  $309 million in 1998 and
$143 million in 1997.


10. Employee and Agent Benefits

The Company has defined benefit pension plans covering  substantially all of its
employees and certain  agents.  The  employees  and agents are  generally  first
eligible for the pension plans when they reach age 21. The pension  benefits are
based on the years of service and  generally the  employee's or agent's  average
annual  compensation  during the last five years of employment.  Partial benefit
accrual  of  pension  benefits  is  recognized  from  first   eligibility  until
retirement based on attained service divided by potential service to age 65 with
a minimum of 35 years of potential service.  The Company's policy is to fund the
cost of providing  pension  benefits in the years that the  employees and agents
are providing service to the Company. The Company's funding policy is to deposit
the actuarial  normal cost and any change in unfunded  accrued  liability over a
30-year period as a percentage of compensation.

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




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




10. Employee and Agent Benefits (continued)

The plans'  combined  funded  status,  reconciled  to amounts  recognized in the
consolidated  statements of financial  position and  consolidated  statements of
operations, is as follows (in millions):

<TABLE>
<CAPTION>
                                                                                     Other Postretirement
                                                 Pension Benefits                          Benefits
                                          ----------------------------------    ------------------------------
                                                     December 31                         December 31
                                            1999        1998        1997          1999      1998       1997
                                          ---------- ----------- -----------    --------- ---------- ---------
<S>                                        <C>          <C>         <C>           <C>       <C>       <C>
   Change in benefit obligation
   Benefit obligation at beginning of      $  (827)     $(700)      $(732)        $(206)    $(214)    $(218)
     year
   Service cost                                (42)       (34)        (41)          (11)      (12)      (12)
   Interest cost                               (55)       (50)        (52)          (14)      (15)      (16)
   Actuarial gain (loss)                       163        (79)        101            (3)       20        19
   Curtailment adjustment                        -          -           7             -         -         -
   Benefits paid                                29         36          17             6        15        13
                                          ========== =========== ===========    ========= ========== =========
   Benefit obligation at end of year       $  (732)     $(827)      $(700)        $(228)    $(206)    $(214)
                                          ========== =========== ===========    ========= ========== =========

   Change in plan assets
   Fair value of plan assets at
     beginning of year                     $   993      $ 980       $ 841         $ 326     $ 300     $ 247
   Actual return on plan assets                 90         23         130             5        15        41
   Employer contribution                         6         26          26            21        26        25
   Benefits paid                               (29)       (36)        (17)           (6)      (15)      (13)
                                          ---------- ----------- -----------    --------- ---------- ---------
   Fair value of plan assets at end of      $1,060      $ 993       $ 980         $ 346     $ 326     $ 300
     year
                                          ========== =========== ===========    ========= ========== =========

   Funded status                           $   328      $ 166       $ 280         $ 118     $ 120     $  86
   Unrecognized net actuarial gain            (216)       (38)       (182)          (46)      (71)      (53)
   Unrecognized prior service cost              11         12          14             -         -         -
   Unamortized transition obligation           (26)       (37)        (49)            4         8        12
     (asset)
                                          ========== =========== ===========    ========= ========== =========
   Prepaid benefit cost                    $    97      $ 103       $  63         $  76     $  57     $  45
                                          ========== =========== ===========    ========= ========== =========

   Weighted-average assumptions as of
   December 31
   Discount rate                            8.00%       6.75%       7.25%         8.00%      6.75%     7.25%
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




10. Employee and Agent Benefits (continued)

<TABLE>
<CAPTION>
                                                                                     Other Postretirement
                                                   Pension Benefits                         Benefits
                                          ----------------------------------    ------------------------------
                                                     December 31                         December 31
                                            1999        1998        1997          1999      1998       1997
                                          ---------- ----------- -----------    --------- ---------- ---------
<S>                                       <C>           <C>         <C>           <C>       <C>        <C>
  Components of net periodic benefit
  cost
   Service cost                           $     42      $  34       $  41         $  11     $  12      $  12
   Interest cost                                55         50          52            14        15         16
   Expected return on plan assets              (76)       (75)        (80)          (24)      (16)       (16)
   Amortization of prior service cost            1          1           1             -         -          -
   Amortization of transition (asset)
     obligation                                (11)       (11)        (11)            4         4          4
   Recognized net actuarial loss (gain)          -         (8)          2            (2)       (1)         -
                                          ---------- ----------- -----------    --------- ---------- ---------
   Net periodic benefit cost (income)     $     11      $  (9)     $    5        $    3     $  14      $  16
                                          ========== =========== ===========    ========= ========== =========
</TABLE>

For 1999,  1998 and 1997, the expected  long-term rates of return on plan assets
for  pension  benefits  were  approximately  5% in each of  these  years  (after
estimated income taxes) for those trusts subject to income taxes. For trusts not
subject to income taxes,  the expected  long-term rates of return on plan assets
were  approximately  8.1% in each of the years 1999,  1998 and 1997. The assumed
rate of  increase  in  future  compensation  levels  varies  by age for both the
qualified and non-qualified pension plans.

For 1999,  1998 and 1997, the expected  long-term rates of return on plan assets
for other post-retirement  benefits were approximately 5% in each of these years
(after  estimated  income taxes) for those trusts  subject to income taxes.  For
trusts not subject to income taxes,  the expected  long-term  rates of return on
plan  assets were  approximately  8.0%,  8.1% and 8.2% for 1999,  1998 and 1997,
respectively.  These  rates of return on plan  assets  vary by benefit  type and
employee group.

The  assumed  health  care cost trend  rate used in  measuring  the  accumulated
postretirement  benefit  obligations  starts at 14.1% in 1999 and declines to an
ultimate  rate of 6% in 2009.  Assumed  health  care  cost  trend  rates  have a
significant  effect  on the  amounts  reported  for the  health  care  plans.  A
one-percentage-point  change in assumed  health care cost trend rates would have
the following effects (in millions):

<TABLE>
<CAPTION>
                                                                1-Percentage-Point     1-Percentage-Point
                                                                     Increase               Decrease
                                                               ---------------------- ---------------------
<S>                                                                    <C>                  <C>
   Effect on total of service and interest cost components
                                                                       $  8                 $  (6)
   Effect on accumulated postretirement benefit obligation
                                                                         41                   (33)
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




10. Employee and Agent Benefits (continued)

In  addition,  the  Company has defined  contribution  plans that are  generally
available  to all  employees  and  agents  who  are  age 21 or  older.  Eligible
participants  may  contribute up to 20% of their  compensation,  to a maximum of
$10,000 annually, to the plans in 1999 and 1998. Eligible participants were able
to contribute up to 15% of their compensation,  to a maximum of $9,500 annually,
to the plans in 1997. The Company  matches the  participant's  contribution at a
50%  contribution  rate  up to a  maximum  Company  contribution  of  2% of  the
participant's compensation. The Company contributed $11 million in both 1999 and
1998, and $15 million in 1997 to these defined contribution plans.


11. Other Commitments and Contingencies

The  Company,  as  a  lessor,  leases  industrial,   office,  retail  and  other
wholly-owned  investment real estate  properties under various operating leases.
Rental  income for all  operating  leases  totaled  $357  million in 1999,  $362
million in 1998 and $344 million in 1997. At December 31, 1999,  future  minimum
annual rental  commitments  under these  noncancelable  operating  leases are as
follows (in millions):

<TABLE>
<CAPTION>
                                                        Held for Sale     Held for        Total Rental
                                                                         Investment        Commitments
                                                        ---------------------------------------------------

<S>                                                        <C>             <C>                <C>
   2000                                                    $  96           $   150            $   246
   2001                                                       87               137                224
   2002                                                       67               127                194
   2003                                                       53               117                170
   2004                                                       41               105                146
   Thereafter                                                180               796                976
                                                        ===================================================
   Total future minimum lease receipts                      $524            $1,432             $1,956
                                                        ===================================================
</TABLE>


The Company,  as a lessee,  leases  office  space,  data  processing  equipment,
corporate  aircraft and office  furniture and equipment under various  operating
leases. Rental expense for all operating leases totaled $73 million in 1999, $60
million in 1998 and $84 million in 1997.  At December 31, 1999,  future  minimum
annual rental  commitments  under these  noncancelable  operating  leases are as
follows (in millions):




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




11. Other Commitments and Contingencies (continued)

<TABLE>
<S>                                                                                               <C>
   2000                                                                                           $  43
   2001                                                                                              32
   2002                                                                                              23
   2003                                                                                              16
   2004                                                                                               9
   Thereafter                                                                                         9
                                                                                                -----------
                                                                                                    132
   Less future sublease rental income on these noncancelable leases                                   3
                                                                                                ===========
   Total future minimum lease payments                                                             $129
                                                                                                ===========
</TABLE>

The Company is a plaintiff or defendant in actions  arising out of its insurance
business  and  investment  operations.  The Company is, from time to time,  also
involved  in various  governmental  and  administrative  proceedings.  While the
outcome of any pending or future litigation cannot be predicted, management does
not believe that any pending  litigation will have a material  adverse effect on
the Company's business,  financial condition or results of operations.  However,
no  assurances  can be given  that  such  litigation  would not  materially  and
adversely  affect the  Company's  business,  financial  condition  or results of
operations.

Other companies in the life insurance industry have historically been subject to
substantial  litigation  resulting from claims disputes and other matters.  Most
recently,  such companies have faced extensive  claims,  including  class-action
lawsuits,   alleging   improper  life  insurance  sales  practices.   Negotiated
settlements of such class-action  lawsuits have had a material adverse effect on
the business,  financial condition and results of operations of certain of these
companies.  The Company is currently a defendant in two  purported  class-action
lawsuits  which allege  improper life  insurance  sales  practices.  The Company
believes  the claims are without  merit and intends to  vigorously  contest such
suits. However, there can be no assurance that such sales practice litigation or
any future  similar  litigation  will not have a material  adverse effect on the
Company's business, financial condition or results of operations.

The Company is also subject to insurance guaranty laws in the states in which it
writes business.  These laws provide for assessments against insurance companies
for the benefit of  policyholders  and  claimants in the event of  insolvency of
other insurance companies.  The assessments may be partially recovered through a
reduction in future  premium  taxes in some states.  The Company  believes  such
assessments  in excess  of  amounts  accrued  would not  materially  affect  its
financial condition or results of operations.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




12. Fair Value of Financial Instruments

The following  discussion  describes the methods and assumptions utilized by the
Company in estimating  its fair value  disclosures  for  financial  instruments.
Certain financial instruments,  particularly policyholder liabilities other than
investment   contracts,   are   excluded   from  these  fair  value   disclosure
requirements. The techniques utilized in estimating the fair values of financial
instruments are affected by the assumptions used,  including  discount rates and
estimates  of the  amount  and  timing  of future  cash  flows.  Care  should be
exercised in deriving  conclusions  about the Company's  business,  its value or
financial position based on the fair value information of financial  instruments
presented  below.  The  estimates  shown are not  necessarily  indicative of the
amounts that would be realized in a one-time,  current market exchange of all of
the Company's financial instruments.

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

Fair values of public debt and equity  securities  have been  determined  by the
Company from public quotations, when available. Private placement securities and
other fixed  maturities  and equity  securities  are valued by  discounting  the
expected total cash flows. Market rates used are applicable to the yield, credit
quality and average maturity of each security.

Fair values of  commercial  mortgage  loans are  determined by  discounting  the
expected  total cash flows using market rates that are  applicable to the yield,
credit quality and maturity of each loan.  Fair values of  residential  mortgage
loans are  determined by a pricing and  servicing  model using market rates that
are applicable to the yield, rate structure,  credit quality,  size and maturity
of each loan.

The fair  values  for  assets  classified  as policy  loans,  other  investments
excluding  equity  investments in  subsidiaries,  cash and cash  equivalents and
accrued  investment  income  in  the  accompanying  consolidated  statements  of
financial position approximate their carrying amounts.

Mortgage  servicing  rights  represent the present value of estimated future net
revenues  from  contractually  specified  servicing  fees.  The fair  value  was
estimated with a valuation  model using current  prepayment  speeds and a market
discount rate.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




12. Fair Value of Financial Instruments (continued)

The fair values of the Company's  reserves and liabilities  for  investment-type
insurance contracts  (insurance,  annuity and other policy contracts that do not
involve  significant  mortality or morbidity risk and that are only a portion of
the  policyholder  liabilities  appearing  in  the  consolidated  statements  of
financial  position) are estimated using discounted cash flow analyses (based on
current  interest  rates being  offered for similar  contracts  with  maturities
consistent with those remaining for the investment-type contracts being valued).
The fair values for the Company's  insurance contracts  (insurance,  annuity and
other policy contracts that do involve significant mortality or morbidity risk),
other than  investment-type  contracts,  are not required to be  disclosed.  The
Company does consider,  however,  the various  insurance and investment risks in
choosing investments for both insurance and investment-type contracts.

Fair values for debt issues are estimated  using  discounted  cash flow analysis
based  on  the  Company's  incremental  borrowing  rate  for  similar  borrowing
arrangements.

The  carrying  amounts  and  estimated  fair values of the  Company's  financial
instruments at December 31, 1999 and 1998, are as follows (in millions):

<TABLE>
<CAPTION>
                                                             1999                         1998
                                                  ---------------------------  ----------------------------
                                                     Carrying       Fair         Carrying        Fair
                                                      Amount        Value         Amount         Value
                                                  ---------------------------  ----------------------------
<S>                                                   <C>           <C>            <C>          <C>
   Assets (liabilities)

   Fixed maturities (see Note 3)                      $21,660       $21,660        $21,006      $21,006
   Equity securities (see Note 3)                         864           864          1,102        1,102
   Mortgage loans                                      12,296        12,155         12,091       12,711
   Policy loans                                            28            28             25           25
   Other investments                                      465           465            198          198
   Cash and cash equivalents                              362           362            461          461
   Accrued investment income                              408           408            375          375
   Financial instruments included in Closed
     Block (see Note 5)                                 3,658         3,649          3,587        3,652
   Mortgage servicing rights                            1,081         1,288            778          821
   Investment-type insurance contracts                (23,563)      (23,068)       (22,127)     (21,606)
   Short-term debt                                          -             -           (200)        (200)
   Long-term debt                                         834           790           (671)        (708)
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




13. Statutory Insurance Financial Information

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

The NAIC  has  adopted  the  Codification  of  Statutory  Accounting  Principles
("Codification"),  the result of which is  expected  to  constitute  the primary
source of "prescribed"  statutory  accounting  practices upon formal adoption by
Iowa regulatory  authorities.  If adopted as proposed effective January 1, 2001,
Codification will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the Company
uses to prepare its  statutory-basis  financial  statements.  Codification  will
require  adoption  by the  various  states  before  it  becomes  the  prescribed
statutory  basis of accounting for insurance  companies  domiciled  within those
states. The impact on the Company's statutory financial  statements has not been
determined at this time.

Life/Health  insurance  companies  are  subject  to certain  risk-based  capital
("RBC")  requirements as specified by the NAIC.  Under those  requirements,  the
amount of capital and surplus  maintained by a life/health  insurance company is
to be  determined  based on the various risk factors  related to it. At December
31, 1999, the Company meets the RBC requirements.

Under Iowa law,  the  Company  may pay  dividends  only from the earned  surplus
arising  from its  business  and must  receive  the prior  approval  of the Iowa
Commissioner to pay a dividend if such a dividend would exceed certain statutory
limitations.  The  current  statutory  limitation  is the  greater of 10% of the
Company's policyholder surplus as of the preceding year end or the net gain from
operations  from the previous  calendar year.  Based on this limitation and 1999
statutory results, the Company could pay approximately $539 million in dividends
in 2000  without  exceeding  the  statutory  limitation.  In 1999,  the  Company
notified the Iowa  Commissioner in advance of all dividend payments and received
approval for an extraordinary  dividend of $250 million. Total dividends paid to
its parent  company in 1999 were $509 million.  Dividends were composed of cash,
other assets and the net assets of the Company's  subsidiary,  Princor Financial
Services  Corporation.  The distribution of the Company's  investment in Princor
Financial Services  Corporation was recorded at fair market value of $77 million
and resulted in a gain of $56 million for a subsidiary of the Company.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




13. Statutory Insurance Financial Information (continued)

The  following  summary  reconciles  the assets and equity at December 31, 1999,
1998 and 1997,  and net income for the years ended  December 31, 1999,  1998 and
1997, in accordance with statutory reporting  practices  prescribed or permitted
by the  Insurance  Division of the  Department  of Commerce of the State of Iowa
with  that  reported  in  these  consolidated  GAAP  financial   statements  (in
millions):

<TABLE>
<CAPTION>
                                                                                 Stockholder's        Net
                                                                     Assets         Equity          Income
                                                                  ------------------------------------------
                                                                  ------------------------------------------
<S>                                                                  <C>           <C>               <C>
   December 31, 1999
   As reported in accordance with statutory accounting practices
     - unconsolidated                                                $76,018       $3,152            $714
   Additions (deductions):
     Unrealized loss on fixed maturities available-for-sale             (357)        (357)              -
     Other investment adjustments                                      2,088          995              10
     Adjustments to insurance reserves and dividends                    (125)        (236)             15
     Deferral of policy acquisition costs                              1,409        1,409              68
     Surplus note reclassification as debt                                 -         (298)              -
     Provision for deferred federal income taxes and other tax
       reclassifications                                                   -           33              18
     Other - net                                                         277          253             (15)
                                                                  ------------------------------------------
   As reported in these consolidated GAAP financial statements       $79,310       $4,951            $810
                                                                  ==========================================

   December 31, 1998
   As reported in accordance with statutory accounting practices
     - unconsolidated                                                $70,096       $3,032            $511
   Additions (deductions):
     Unrealized gain on fixed maturities available-for-sale              997          997               -
     Other investment adjustments                                      1,620        1,081             176
     Adjustments to insurance reserves and dividends                    (169)        (192)            (56)
     Deferral of policy acquisition costs                              1,105        1,105               -
     Surplus note reclassification as debt                                 -         (298)              -
     Provision for deferred federal income taxes and other tax
       reclassifications                                                   -         (475)            165
     Other - net                                                         294          219            (101)
                                                                  ==========================================
   As reported in these consolidated GAAP financial statements       $73,943       $5,469            $695
                                                                  ==========================================

   December 31, 1997
   As reported in accordance with statutory accounting practices
     - unconsolidated                                                $63,957       $2,811            $432
   Additions (deductions):
     Unrealized gain on fixed maturities available-for-sale            1,176        1,176               -
     Other investment adjustments                                        853        1,141              27
     Adjustments to insurance reserves and dividends                    (173)        (131)            (41)
     Deferral of policy acquisition costs                              1,057        1,057              43
     Surplus note reclassification as debt                                 -         (298)              -
     Provision for deferred federal income taxes and other tax
       reclassifications                                                   -         (643)              7
     Other - net                                                         184          171             (14)
                                                                  ==========================================
   As reported in these consolidated GAAP financial statements       $67,054       $5,284            $454
                                                                  ==========================================
</TABLE>



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




14. Non-domestic Operations

The Company's non-U.S.  operations offer a variety of asset management and asset
accumulation products and services for businesses,  groups and individuals, with
a focus on retirement savings.

The  change  in net  foreign  currency  translation  reflects  decreases  of $31
million,  $18 million and $2 million for the years ended December 31, 1999, 1998
and 1997, respectively.  Aggregate foreign exchange transaction gains and losses
were not material for the years ended  December 31, 1999,  1998 and 1997.  Total
revenues by geographic region are as follows (in millions):

<TABLE>
<CAPTION>
                                                                          Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                 <C>            <C>           <C>
   Domestic (United States)                                         $7,252         $7,449        $8,547
   Non-domestic                                                        272            237           115
                                                                ------------------------------------------
   Total revenues                                                   $7,524         $7,686        $8,662
                                                                ==========================================
</TABLE>

Total assets by geographic region are as follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------

<S>                                                                                <C>          <C>
   Domestic (United States)                                                        $77,856      $72,704
   Non-domestic                                                                      1,454        1,239
                                                                              =============================
   Total assets                                                                    $79,310      $73,943
                                                                              =============================
</TABLE>


15. Year 2000 (Unaudited)

As of January 31, 2000, virtually all of the Company's major technology systems,
processes,  and  infrastructure,  including  those  which  rely on  third  party
vendors,  appear to be  operating  smoothly  following  the rollover to the Year
2000.  The  Company  has  experienced  no  significant  interruptions  to normal
business  operations,  including  the  processing  of customer  account data and
transactions. The Company will continue its Year 2000 vigilance into early 2001.

The total cost for the project was  approximately  $24 million through  December
31, 1999, with the costs expensed as incurred.  Any additional costs to complete
activities related to internal processes,  external  relationships,  contingency
plans and to maintain Year 2000 readiness are not expected to be material.



<PAGE>



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




15. Year 2000 (Unaudited) (continued)

Based on the performance of its major technology  systems to date, ongoing plans
to deal with external  relationships and contingency plans, the Company believes
that in the worst  case  scenario  it will  experience,  at most,  isolated  and
insignificant disruptions of business processes as a result of Year 2000 issues.
Such  disruptions  are not expected to have a material  effect on the  Company's
future results of operations, liquidity or financial condition.







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