Principal pitch" is defined as somewhat steady pitch perceived from periodically frequency modulated tones, like vibrato tones. Principal pitch of vibrato tones whose frequency alone modulated periodically is indicated to be located around their carrier frequencies (the middle of the extent of FM). We studied where the principal pitch of FM-AM tones is located by the psychoacoustical experiment using a method of adjustment. FM-AM tone is defined as vibrato tone whose frequency and amplitude are periodically modulated by an identical modulation waveform simultaneously. The principal pitch of FM-AM tones is shifted higher than their carrier frequencies when the phase difference between FM and AM is in-phase, and lower when it is anti-phase. The shifted interval from the carrier frequency to the localized principal pitch of FM-AM tones is proportional to the extent of FM and the square of the degree of AM. To interpret these experimental results, we suppose the psychoacoustical model which is the expansion of the pitch averaging mechanism to perceive principal pitch of FM tones. In this model, continuously changing pitch of FM-AM tones is sampled, weighted with its amplitude fluctuation, registered in sensory store, and averaged every certain moment. The weighting process in this model is constructed with loudness perception mechanism and the mechanism to perceive fluctuation strength. We also discussed how the effect of intensity on pitch influences our experimental results.