USL SEPARATE ACCOUNT USL VL-R, 485BPOS, 2000-04-25

USL SEPARATE ACCOUNT USL VL-R
485BPOS, 2000-04-25

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<PAGE>

Registration No. 333-79471

As filed with the Securities and Exchange Commission on April 24, 2000

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-6
FOR REGISTRATION UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
SEPARATE ACCOUNT USL VL-R
(Exact Name of Trust)

THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
(Exact Name of Depositor)
125 Maiden Lane
New York, New York 10038
(Complete Address of Depositor's Principal Executive Offices)

Pauletta P. Cohn, Esq.
Deputy General Counsel
American General Life Companies
2929 Allen Parkway
Houston, Texas 77019-2155
(Name and Complete Address of Agent for Service)

Title and Amount of Securities Being Registered:
An Indefinite Amount of Units of Interest in
The United States Life Insurance Company in the City of New York
Separate Account USL VL-R
Under Variable Life Insurance Policies

Amount of Filing Fee: None required.

It is proposed that this filing will become effective on May 1, 2000 pursuant to
paragraph (b) of Rule 485.

Registrant elects to be governed by Rule 63-e(T)(b)(13)(i)(A) under the
Investment Company Act of 1940, with respect to the Variable Life Insurance
Policies described in the Prospectus.
<PAGE>

UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
SEPARATE ACCOUNT USL VL-R
RECONCILIATION AND TIE BETWEEN ITEMS IN FORM
N-8B-2 AND THE PROSPECTUS
(PURSUANT TO INSTRUCTION 4 OF FORM S-6)

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
ITEM NO. OF FORM N-8B-2* PROSPECTUS CAPTION
- --------------------------------------------------------------------------------------------------
<S> <C>
1 Additional Information: Separate Account USL VL-R.
2 Additional Information: USL.
3 Inapplicable.
4 Additional Information: Distribution of Policies.
5, 6 Additional Information: Separate Account USL VL-R.
7 Inapplicable.**
8 Inapplicable.**
9 Additional Information: Legal Matters.
10(a) Additional Information: Your Beneficiary. Assigning
Your Policy.
10(b) Basic Questions You May Have: How will the value
of my investment in a Policy change over time?
10(c)(d) Basic Questions You May Have: How can I change
my Policy's insurance coverage? How can I access
my investment in a Policy? Can I choose the form
in which USL pays out any proceeds from my
Policy? Additional Information: Tax Effects.
Assigning Your Policy. Payment of Policy Proceeds.
10(e) Basic Questions You May Have: Must I invest any
minimum amount in a policy? Additional Information:
Tax Effects.
10(f) Additional Information: Voting Privileges.
10(g)(1), 10(g)(4), 10(h)(3), 10(h)(2) Basic Questions You May Have: To what extent will
USL vary the terms and conditions of the Policies
in particular cases? Additional Information: Voting
Privileges; Additional Rights That We Have.
10(g)(3), 10(g)(4), 10(h)(3), 10(h)(4) Inapplicable.**
10(i) Basic Questions You May Have: How can I change my
Policy's insurance coverage? What additional rider
benefits might I select? Additional Information:
Separate Account USL VL-R. Tax Effects.
11 Basic Questions You May Have: How will the value
of my investment in a Policy change over time?
Additional Information: Separate Account USL VL-R.
12(a) Additional Information: Separate Account USL VL-R.
Front Cover.
12(b) Inapplicable.**
12(c), 12(d) Inapplicable.**
12(e) Inapplicable, because the Separate Account has not
commenced operations.
13(a) Basic Questions You May Have: What charges will
USL deduct from my investment in a Policy? What
charges and expenses will the Mutual Funds deduct
from amounts I invest through my Policy? How can I
change my Policy's insurance coverage? How can I
access my investment? Additional Information: More
About Policy Charges. More about our Declared Fixed
</TABLE>

<PAGE>

<TABLE>
<S> <C>
Interest Account Option.
13(b) Inapplicable.
13(c) Inapplicable.**
13(d) Basic Questions You May Have: To what extent will
USL vary the terms and conditions of the Policy in
particular cases?
13(e) None.
13(f), 13(g) Inapplicable.**
14 Basic Questions You May Have: How can I invest
money in a Policy? How will the value of my
investment in a Policy change over time? Additional
Information: Service Agreements.
15 Basic Questions You May Have: How can I invest
money in a Policy? How do I communicate with
USL? Additional Information: Effective Date of Policy
and Related Transactions.
16 Basic Questions You May Have: How will the value
of my investment in a Policy change over time?
Additional Information: Separate Account USL VL-R.

ITEM NO. ADDITIONAL INFORMATION
- ----------------------------------------------------------------------------------------
17(a), 17(b) Captions referenced under Items 10(c), 10(d), and
10(e).

17(c) Inapplicable.**
18(a) Captions referred to under Item 16.
18(b), 18(d) Inapplicable.**
18(c) Additional Information: Separate Account USL VL-R.
19 Additional Information: Separate Account USL VL-R.
Performance Information: Our Reports to Policy
Owners.
20(a), 20(b), 20(c), 20(d), 20(e), 20(f) Inapplicable.**
21(a), 21(b) Basic Questions You May Have: How can I access
my investment in a Policy? Additional Information:
Payment of Policy Proceeds.
21(c) Inapplicable.**
22 Additional Information: USL. Tax Effects. Payment of
Policy Proceeds. Service Agreements.
23 Inapplicable.**
24 Additional Information: Additional Rights That We
Have.
25 Additional Information: USL.
26 Inapplicable, because the Separate Account has
not commenced operations.
27 Inapplicable, because the Separate Account has
not commenced operations.
28 Additional Information: USL's Management.
29 Additional Information: USL.
30, 31, 32, 33, 34 Inapplicable, because the Separate Account has not
commenced operations.
35 Inapplicable, because the Separate Account has not
commenced operations.
36 Inapplicable.**
37 None.
38, 39 Additional Information: Distribution of the Policies.
40 Inapplicable, because the Separate Account has not
commenced operations.
41(a) Additional Information: Distribution of the Policies.
</TABLE>

<PAGE>

<TABLE>
<S> <C>
41(b), 41(c) Inapplicable**
42,43 Inapplicable, because the Separate Account has not
commenced operations or issued any securities.
44(a)(1) Basic Questions You May Have: How will the value
of my investment in a Policy change over time?
44(a)(2) Inapplicable.
44(a)(3), 44(a)(4), 44(a)(5), 44(a)(6) Basic Questions You May Have: What charges will
USL deduct from my investment in a Policy?
Additional Information: Tax Effects.
44(b) Inapplicable.**
44(c) Caption referenced in 13(a), 13(c) and 13(d) above.
45 Inapplicable, because the Separate Account has not
commenced operations.
46(a) Captions referenced in 44(a) above.
46(b) Inapplicable.**
47, 48, 49 Inapplicable.**
50 Inapplicable.**
51 Inapplicable.**
52(a), 52(c) Basic Questions You May Have: To what extent can
USL vary the terms and conditions of the Policy in
particular cases? Additional Information:
Additional Rights That We Have.
52(b) Inapplicable, because the Separate Account has not
commenced operations or issued any securities.
52(d) None.
53(a) Additional Information: Separate Account USL VL-R.
Tax Effects.
53(b), 54 Inapplicable.**
55 Illustrations of Hypothetical Policy Benefits.
56-58 Inapplicable.**
59 Financial Statements.
</TABLE>

* Registrant includes this Reconciliation and Tie in its Registration
Statement in compliance with Instruction 4 as to the Prospectus as set out
in Form S-6. Separate Account USL VL-R (Account) has previously filed a
notice of registration as an investment company on Form N-8A under the
Investment Company Act of 1940 (Act), and a Form N-8B-2 Registration
Statement. Pursuant to Sections 8 and 30(b)(1) of the Act, Rule 30a-1 under
the Act, and Forms N-8B-2 and N-SAR under that Act, the Account will keep
its Form N-8B-2 Registration Statement current through the filing of
periodic reports required by the Securities and Exchange Commission
(Commission).

** Not required pursuant to either Instruction 1(a) as to the Prospectus as
set out in Form S-6 or the administrative practice of the Commission and
its staff of adapting the disclosure requirements of the Commission's
registration statement forms in recognition of the differences between
variable life insurance policies and other periodic payment plan
certificates issued by investment companies and between separate accounts
organized as management companies and unit investment trusts.
<PAGE>

PLATINUM INVESTOR (SM)

Flexible Premium Variable Life Insurance Policies (the "Policies") Issued by
The United States Life Insurance Company in the City of New York ("USL")

<TABLE>
<CAPTION>
ADMINISTRATIVE CENTER: HOME OFFICE: PREMIUM PAYMENTS:
<S> <C> <C>
(Express Delivery) 125 Maiden Lane (Express Delivery)
2727-A Allen Parkway New York, New York 10038-4992 The United States Life Insurance
Houston, Texas 77019-2191 1-212-709-6000 Company in the City of New York
1-800-251-3720; 1-713-831-3913 c/o Southwest Bank of Texas
1-888-436-5258 (Hearing Impaired) 4400 Post Oak Parkway
Fax: 1-877-445-3098 Houston, Texas 77027
(Except premium payments) Attention: Lockbox Processing

(U.S. Mail) (U.S. Mail)
VUL Administration The United States Life Insurance
P.O. Box 4880 Company in the City of New York
Houston, Texas 77210-4880 P.O. Box 4728, Dept. L
Houston, Texas 77210-4728
</TABLE>

This booklet is called the "prospectus."

Investment options. The USL declared fixed interest account is the fixed
investment option for these Policies. You can also use USL's Separate Account
USL VL-R ("Separate Account") to invest in the following variable investment
options. You may change your selections from time to time:

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
AIM Variable Insurance American General Series Dreyfus Variable MFS Variable Insurance
Funds Portfolio Company Investment Fund Trust
.AIM V.I. International .International Equities .Quality Bond Portfolio .MFS Emerging Growth
Equity Fund Fund .Small Cap Portfolio Series
.AIM V.I. Value Fund .MidCap Index Fund
.Money Market Fund
.Stock Index Fund

The Variable Annuity Life Massachusetts Financial
A I M Advisors, Inc.* Insurance Company* The Dreyfus Corporation* Services Company*
- ------------------------------------------------------------------------------------------------------------------------------
The Universal Putnam Variable Trust SAFECO Resource Van Kampen Life
Institutional Funds, Inc. .Putnam VT Diversified Series Trust Investment Trust
.Equity Growth Portfolio/1/ Income Fund - Class IB .Equity Portfolio .Strategic Stock Portfolio
.High Yield Portfolio/2/ Shares .Growth Opportunities
.Putnam VT Growth Portfolio
and Income Fund - Class
IB Shares
.Putnam VT International
Growth and Income Fund -
/1/Morgan Stanley Asset Class IB Shares
Management*
/2/Miller Anderson & Sherrerd, Putnam Investment SAFECO Asset Van Kampen Asset
LLP* Management, Inc* Management Company* Management Inc.*

- ------------------------------------------------------------------------------------------------------------------------------
*The Investment Adviser of the investment option
</TABLE>

<PAGE>

Separate prospectuses contain more information about the mutual funds
("Funds" or "Mutual Funds") in which we invest the amounts that you allocate to
any of the above-listed investment options (other than our declared fixed
interest account option). The formal name of each such Fund is set forth in the
chart that appears on page 1. Your investment results in any such option will
depend on those of the related Fund. You should be sure you also read the
prospectus of the Mutual Fund for any such investment option you may be
interested in. You can request free copies of any or all of the Mutual Fund
prospectuses from your USL representative or from us at our Administrative
Center listed above.

Other choices you have. During the insured person's lifetime, you may,
within limits, (1) request a change in the amount of insurance, (2) borrow or
withdraw amounts you have invested, (3) choose when and how much you invest, and
(4) choose whether your accumulation value under your Policy, upon the insured
person's death, will be added to the insurance proceeds we otherwise will pay to
the beneficiary.

Charges and expenses. We deduct charges and expenses from the amounts you
invest. These are described beginning on page 7.

Right to return. If for any reason you are not satisfied with your Policy,
you may return it to us and we will return you the greater of (i) all premiums
paid or (ii) your accumulation value plus any taxes or charges that have been
deducted. To exercise your right to return your Policy, you must mail it
directly to the Administrative Center address shown on the first page of this
prospectus or return it to the USL representative through whom you purchased the
Policy within 10 days after you receive it. Because you have this right, we will
invest your initial net premium payment in the money market investment option
from the date your investment performance begins until the first business day
that is at least 15 days later. Then we will automatically allocate your
investment among the above-listed investment options as you have chosen. Any
additional premium we receive during the 15-day period will also be invested in
the money market option and allocated to your chosen investment options at the
same time as your initial net premium.

We have designed this prospectus to provide you with information that you
should have before investing in the Policies (Policy Form No. 97600N). Please
read the prospectus carefully and keep it for future reference.

Neither the Securities and Exchange Commission ("SEC") nor any state
securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense. The Policies are not available in all states.

The Policies are not insured by the FDIC or any other agency. They are not
deposits or other obligations of any bank and are not bank guaranteed. They are
subject to investment risks and possible loss of principal invested.

This Prospectus is dated May 1, 2000.

2
<PAGE>

GUIDE TO THIS PROSPECTUS

This prospectus contains information that you should know before you
purchase a Platinum Investor/SM/ variable life policy ("Policy") or exercise any
of your rights or privileges under a Policy.

Basic Information. Here are the page numbers in this prospectus where you
may find answers to most of your questions:

<TABLE>
<CAPTION>
Pages to see
Basic Questions You May Have in this Prospectus
---------------------------- ------------------
<S> <C>
. What are the Policies?......................................................... 1- 2
. How can I invest money in a Policy?............................................ 4 -5
. How will the value of my investment in a Policy change over time?.............. 5 - 6
. What is the basic amount of insurance ("death benefit") that USL pays
when the insured person dies?.................................................. 6 - 7
. What charges will USL deduct from my investment in a Policy?................... 7 - 9
. What charges and expenses will the Mutual Funds deduct from
amounts I invest through my Policy?............................................ 9 - 11
. Must I invest any minimum amount in a Policy?.................................. 12
. How can I change my Policy's investment options?............................... 12 - 13
. How can I change my Policy's insurance coverage?............................... 13
. What additional rider benefits might I select?................................. 14
. How can I access my investment in a Policy?.................................... 14 - 16
. Can I choose the form in which USL pays out the proceeds from my Policy?....... 17
. To what extent can USL vary the terms and conditions of the Policies
in particular cases?........................................................... 17 - 18
. How will my Policy be treated for income tax purposes?......................... 18
. How do I communicate with USL?................................................. 18 - 19
</TABLE>

Illustrations of a hypothetical policy. Starting on page 19, we have
included some examples of how the values of a sample Policy would change over
time, based on certain assumptions we have made. Because your circumstances may
vary considerably from our assumptions, your USL representative can also provide
you with a similar sample illustration that is more tailored to your own
circumstances and wishes.

Additional information. You may find the answers to any other
questions you have under "Additional Information" beginning on page 22, or in
the forms of our Policy and riders. A table of contents for the "Additional
Information" portion of this prospectus also appears on page 22. You can obtain
copies of our Policy and rider forms from (and direct any other questions to)
your USL representative or our Administrative Center (shown on the first page of
this prospectus).

Financial statements. We have included certain financial statements
of USL in this prospectus. These begin on page F-1.

Special words and phrases. If you want more information about any words or
phrases that you read in this prospectus, you may wish to refer to the Index of
Words and Phrases that appears at the end of this prospectus (page 46, which
follows all of the financial pages). That index will tell you on what page you
can read more about many of the words and phrases that we use.

3
<PAGE>

BASIC QUESTIONS YOU MAY HAVE

How can I invest money in a Policy?

Premium payments. We call the investments you make in a Policy "premiums" or
"premium payments." The amount we require as your first premium varies depending
on the specifics of your Policy and the insured person. (Policies issued with
automatic premium payment plans may have different minimums.) Otherwise, with a
few exceptions mentioned below, you can make premium payments at any time and in
any amount. Premium payments we receive after your right to return expires, as
discussed on page 2, will be allocated upon receipt to the available investment
options you have chosen.

Limits on premium payments. Federal tax law limits your ability to make
certain very large amounts of premium payments (relative to the amount of your
Policy's insurance coverage) and may impose penalties on amounts you take out of
your Policy if you do not observe certain additional requirements. These tax law
requirements are summarized further under "Tax Effects" beginning on page 23. We
will monitor your premium payments, however, to be sure that you do not exceed
permitted amounts or inadvertently incur any tax penalties. Also, in certain
limited circumstances (if your Policy is determined to be a "modified endowment
contract" or if additional premiums cause the death benefit to increase more
than the accumulation value), we may refuse to accept an additional premium if
the insured person does not provide us with adequate evidence that he/she
continues to meet our requirements for issuing insurance.

Ways to pay premiums. You can pay premiums by check or money order drawn on a
U.S. bank in U.S. dollars and made payable to "The United States Life Insurance
Company in the City of New York," or "USL." Premiums after the first premium
should be sent directly to the appropriate address shown on your billing
statement. If you do not receive a billing statement, send your premium directly
to the address for premium payments shown on the first page of this prospectus.
We also accept premium payments by bank draft, wire, or by exchange from another
insurance company. You may obtain further information about how to make premium
payments by any of these methods from your USL representative or from our
Administrative Center shown on the first page of this prospectus.

We have a premium financing program available for certain qualified
applicants. If you intend to make an initial premium payment of at least $50,000
and you have a net worth of at least $3,000,000, you may qualify under this
program. For more information, you may contact your registered representative or
our Administrative Center at 1-800-677-3311.

Dollar cost averaging. Dollar cost averaging is an investment strategy
designed to reduce the risks that result from market fluctuations. The strategy
spreads the allocation of your accumulation value over a period of time. This
allows you to reduce the risk of investing most of your funds at a time when
prices are high. The success of this strategy depends on market trends and is
not guaranteed.

4
<PAGE>

Under dollar cost averaging, we automatically make transfers of your
accumulation value from the money market investment option to one or more of the
other investment options that you choose (but not to our declared fixed interest
account option). You tell us whether you want these transfers to be made
monthly, quarterly, semi-annually or annually. We make the transfers as of the
end of the valuation period on any day of the month except the 29th, 30th or
31st. (The term "valuation period" is described on page 32.) You must have at
least $5,000 of accumulation value to start dollar cost averaging and each
transfer under the program must be at least $100. You cannot participate in
dollar cost averaging while also using automatic rebalancing (discussed below).
Dollar cost averaging ceases upon your request, or if your accumulation value in
the money market option becomes exhausted. We do not charge you for using this
feature.

Automatic rebalancing. This feature automatically rebalances the proportion
of your accumulation value in each investment option under your Policy (other
than our declared fixed interest account option) to correspond to your then
current premium allocation designation. You tell us whether you want us to do
the rebalancing quarterly, semi-annually or annually. The date automatic
rebalancing occurs will be based on the date of issue of your Policy. For
example, if your Policy is dated January 17, and you have requested automatic
rebalancing on a quarterly basis, automatic rebalancing will start on April 17,
and will occur quarterly thereafter. Automatic rebalancing will occur as of the
end of the valuation period that contains the date of the month your Policy was
issued. You must have a total accumulation value of at least $5,000 to begin
automatic rebalancing. You cannot participate in this program while also
participating in dollar cost averaging (discussed above). Rebalancing ends upon
your request. We do not charge you for using this feature.

How will the value of my investment in a Policy change over time?

Your accumulation value. From each premium payment you make, we deduct the
charges that we describe beginning on page 7, under "Deductions from each
premium payment." We invest the rest in one or more of the investment options
you have selected from the list on the front cover of this prospectus. We call
the amount that is at any time invested under your Policy your "accumulation
value."

Your investment options. We invest the accumulation value that you have
allocated to any investment option (except our declared fixed interest account
option) in shares of a Mutual Fund that follows investment practices, policies
and objectives that are appropriate to that option. Over time, your accumulation
value in any investment option will increase or decrease by the same amount as
if you had invested in the related Fund's shares directly (and reinvested all
dividends and distributions from the Fund in additional Fund shares); except
that your accumulation value will be reduced by certain charges that we deduct.
We describe these charges beginning on page 7, under "What charges will USL
deduct from my investment in a Policy?"

You can review other important information about the Mutual Funds that you can
choose in the separate prospectuses for those Funds. This includes information
about the investment performance that each Fund's investment manager has
achieved. You can request additional

5
<PAGE>

free copies of these prospectuses from your USL representative or from our
Administrative Center.

We invest any accumulation value you have allocated to our declared fixed
interest account option as part of our general assets. We credit a fixed rate of
interest on that accumulation value, which we declare from time to time. We
guarantee that this will be at an effective annual rate of at least 4%. Although
this interest increases the amount of any accumulation value that you have in
our declared fixed interest account option, such accumulation value will also be
reduced by any charges that are allocated to this option under the procedures
described under "Allocation of charges" on page 9. The "daily charge" described
on page 7 and the charges and expenses of the Mutual Funds discussed on pages 9-
11 below do not apply to our declared fixed interest account option.

Policies are "non-participating." You will not be entitled to any dividends
from USL.

What is the basic amount of insurance ("death benefit") that USL pays when the
insured person dies?

Your specified amount of insurance. In your application to buy a Platinum
Investor Policy, you will tell us how much life insurance coverage you want on
the life of the insured person. We call this the "specified amount" of
insurance.

Your death benefit. The basic death benefit we will pay is reduced by any
outstanding loans. You also choose whether the basic death benefit we will pay
is

. Option 1 - The specified amount on the date of the insured person's
death, or

. Option 2 - The specified amount plus the Policy's accumulation value
on the date of death.

Under Option 2, your death benefit will tend to be higher than under Option 1.
However, the monthly insurance charge we deduct will also be higher to
compensate us for our additional risk. Because of this, your accumulation value
will tend to be higher under Option 1 than under Option 2.

We will automatically pay an alternative basic death benefit if it is higher
than the basic Option 1 or Option 2 death benefit (whichever you have selected).
The alternative basic death benefit is computed by multiplying your Policy's
accumulation value on the insured person's date of death by the following
percentages:

6
<PAGE>

TABLE OF ALTERNATIVE BASIC DEATH BENEFITS AS A PERCENTAGE MULTIPLE OF POLICY
ACCUMULATION VALUE

INSURED
PERSON'S 40 or
AGE*: Under 45 50 55 60 65 70 75 to 90 95+

%: 250% 215% 185% 150% 130% 120% 115% 105% 100%

__________________________________

* Nearest birthday at the beginning of the Policy year in which the insured
person dies. The percentages are interpolated for ages that are not shown here.

What charges will USL deduct from my investment in a Policy?

Deductions from each premium payment. We deduct from each premium a charge
for the tax that is then applicable to us in your state or other jurisdiction.
Taxes currently range from .75% to 3.5%. You are not permitted to deduct the
amount of these taxes on your income tax return. We also currently deduct an
additional 2.5% from each after-tax premium payment. We use this 2.5% deduction
primarily to pay our distribution expenses and to a lesser extent our
administrative expenses, other taxes, licenses and fees related to the Policy.
We have the right at any time to increase this additional charge to not more
than 5% on all future premium payments.

Daily charge. We make a daily deduction at an annual effective rate of .75%
of your accumulation value that is then being invested in any of the investment
options (other than our declared fixed interest option). After a Policy has
been in effect for 10 years, we will reduce the rate of the charge to a maximum
of .50%, and after 20 years, we will further reduce the charge to a maximum of
.25%. The daily deduction charges, including the current charge of .75%, are
the maximums we may charge; we may charge less, but we can never charge more.

Flat monthly charge. We will deduct $6 per month from your accumulation
value. Also, we have the right to raise this charge at any time to not more
than $12 per month.

Monthly insurance charge. Every month we will deduct from your accumulation
value a charge based on the cost of insurance rates applicable to your Policy on
the date of the deduction and our "amount at risk" on that date. Our amount at
risk is the difference between (a) the death benefit that would be payable if
the insured person died on that date and (b) the then total accumulation value
under the Policy. For otherwise identical Policies, a greater amount at risk
results in a higher monthly insurance charge.

For otherwise identical Policies, a higher cost of insurance rate also results
in a higher monthly insurance charge. Our cost of insurance rates are
guaranteed not to exceed those that will be specified in your Policy. Our
current rates are lower for insured persons in most age and risk classes,
although we have the right at any time to raise these rates to not more than the
guaranteed maximum.

7
<PAGE>

In general, our cost of insurance rates increase with the insured person's
age. The longer you own your Policy, the higher the cost of insurance rate will
be. Also our cost of insurance rates will generally be lower if the insured
person is a female than if a male.

Similarly, our current cost of insurance rates are generally lower for non-
smokers than smokers, and lower for persons that have other highly favorable
health characteristics, as compared to those that do not. On the other hand,
insured persons who present particular health, occupational or non-work related
risks may be charged higher cost of insurance rates and other additional charges
based on the specified amount of insurance coverage under their Policy.

Finally, our current cost of insurance rates are lower for Policies having a
specified amount of at least $1,000,000 on the day the charge is deducted. This
means that if your specified amount for any reason decreases from $1,000,000 or
more to less than $1,000,000, your subsequent cost of insurance rates will be
higher under your Policy than they otherwise would be. The reverse is also
true. Our cost of insurance rates also are generally higher under a Policy that
has been in force for some period of time than they would be under an otherwise
identical Policy purchased more recently on the same insured person.

Under New York law, a portion of our cost of insurance rates is used to
recover acquisition costs associated with issuing your Policy. Such charges are
higher in the early policy years.

Under New York law, any changes in the cost of insurance rates, interest
rates, mortality and expense charges, percentage of premium charges or the
monthly administration fee will be based on our expectations as to investment
earnings, mortality, persistency and expenses (including, reinsurance costs and
applicable tax charges.) Such changes in policy cost factors will be determined
in accordance with procedures and standards on file with the New York Insurance
Department and will be determined at least every five years.

Monthly charges for additional benefit riders. We will deduct charges monthly
from your accumulation value, if you select certain additional benefit riders.
These are described beginning on page 14, under "What additional rider benefits
might I select?"

Surrender charge. The Policies have a surrender charge that applies for the
first 10 Policy years (and the first 10 years after any requested increase in
the Policy's specified amount). The amount of the surrender charge depends on
the age and other insurance characteristics of the insured person. The maximum
amount of the surrender charge will be shown on pages 23 and 24 of the Policy.
It may initially be as high as $40 per $1,000 of specified amount or as low as
$1.80 per $1,000 of specified amount (or any increase in the specified amount).
Any amount of surrender charge decreases automatically by a constant amount each
year beginning in the fourth year of its 10 year period referred to above until,
in the eleventh year, it is zero.

We will deduct the entire amount of any then applicable surrender charge from
the accumulation value at the time of a full surrender of a Policy. Upon a
requested decrease in such a Policy's specified amount of coverage, we will
deduct any remaining amount of the surrender charge that was associated with the
specified amount that is canceled. This includes any specified amount decrease
that, as described under "Partial surrender" beginning on page 14,

8
<PAGE>

results from any requested partial surrender. For this purpose, we deem the most
recent increases of specified amount to have been canceled first.

Transaction Fee. We will charge you the lesser of 5% of the surrender amount
or a $25 fee for each partial surrender you make.

Charge for taxes. We can make a charge in the future for federal or state
taxes we incur or reserves we set aside for taxes in connection with the
Policies. This would reduce the investment experience of your accumulation
value.

Transfer Charges. We also reserve the right to charge a fee of $25.00 for each
transfer in excess of 12 during a policy year. Any such suspension or charge
will be administered in a nondiscriminatory manner. The $25.00 charge will not
apply to transfers made under the Dollar Cost Averaging or Automatic Rebalancing
provisions.

Allocation of charges. You may choose the investment options from which we
deduct all monthly charges. If you do not choose or have enough accumulation
value in the investment options you select, we will deduct these charges in
proportion to the amount of accumulation value you then have in each investment
option. Any surrender charge upon a decrease in specified amount that is
requested under a Platinum Investor Policy will be allocated in the same manner
as if it were a monthly deduction.

What charges and expenses will the Mutual Funds deduct from amounts I invest
through my Policy?

Each Mutual Fund pays its investment management fees and other operating
expenses. Because they reduce the investment return of a Fund, these fees and
expenses also will reduce the return you will earn on any accumulation value
that you have invested in that Fund. These charges and expenses are as
follows:

THE MUTUAL FUNDS' ANNUAL EXPENSES/1/ (as a percentage of average net assets)

<TABLE>
<CAPTION>
Total Fund
Fund Other Fund Operating
Management Operating Expenses
Fees (After Expenses (After (After
Expense 12b-1 Expense Expense
Name of Fund Reimbursement) Fees Reimbursement) Reimbursement)
------------ -------------- ------ -------------- -------------
<S> <C> <C> <C> <C>
The following funds of AIM Variable
Insurance Funds:/(1)/
AIM V.I. International 0.75% 0.22% 0.97%
Equity Fund
AIM V.I. Value Fund 0.61% 0.15% 0.76%
</TABLE>

(footnotes on page 11)

9
<PAGE>

International Equities Fund 0.35% 0.08% 0.43%

MidCap Index Fund 0.31% 0.07% 0.38%

Money Market Fund 0.50% 0.07% 0.57%

Stock Index Fund 0.26% 0.06% 0.32%

The following portfolios of Dreyfus
Variable Investment Fund:/(1)/

Quality Bond Portfolio 0.65% 0.09% 0.74%

Small Cap Portfolio 0.75% 0.03% 0.78%

The following series of MFS Variable
Insurance Trust:/(1)/

MFS Emerging Growth Series /(2)/ 0.74% 0.09% 0.83%

The following portfolios of The
Universal Institutional Funds, Inc.:/(1)/

Equity Growth Portfolio /(2)/ 0.29% 0.56% 0.85%

High Yield Portfolio /(2)/ 0.19% 0.61% 0.80%

The following funds of Putnam
Variable Trust:

Putnam VT Diversified 0.68% 0.15% 0.10% 0.93%
Income Fund - Class IB
Shares /(3)/

Putnam VT Growth and 0.46% 0.15% 0.04% 0.65%
Income Fund - Class IB
Shares /(3)/

Putnam VT International 0.80% 0.15% 0.22% 1.17%
Growth and Income Fund -
Class IB Shares /(3)/
</TABLE>

(footnotes on next page)

10
<PAGE>

Equity Portfolio 0.74% 0.02% 0.76%

Growth Opportunities 0.74% 0.04% 0.78%
Portfolio

The following portfolio of Van
Kampen Life Investment Trust /(1)/

Strategic Stock Portfolio /(2)/ 0.24% 0.41% 0.65%
</TABLE>

_____________________________

/(1)/The Mutual Funds' advisors or administrators have entered into
arrangements under which they pay certain amounts to USL. The fees do not
have a direct relationship to the Mutual Funds' Annual Expenses, and do not
increase the amount of charges you pay under your Policy. (See
"Miscellaneous" under "More About Policy Charges.")

/(2)/For the Funds indicated, management fees and other expenses as shown
for fiscal year 1999 would have been the percentages shown below without
certain voluntary expense reimbursements from the investment advisor.
Current and future fees and expenses may vary from the fiscal year 1999
fees and expenses. No other Funds receive any such reimbursements.

Management Other Total
Fees Expenses Annual Expenses
----------- --------- ----------------

MFS Variable
Emerging Growth Series 0.75% 0.09% 0.84%
The Universal Institutional
Equity Growth Portfolio 0.55% 0.56% 1.11%
High Yield Portfolio 0.50% 0.61% 1.11%
Van Kampen
Strategic Stock Portfolio 0.50% 0.41% 0.91%

No other Funds received any such reimbursements.

/3/The prospectus for Putnam Variable Trust under "Distribution Plan" discusses
this 12b-1 fee.

11
<PAGE>

Must I invest any minimum amount in a Policy?

Planned periodic premiums. Page 3 of your Policy will specify a "Planned
Periodic Premium." This is the amount that you (within limits) choose to have us
bill you. Our current practice is to bill quarterly, semi-annually or annually.
However, payment of this amount or any other specific amounts of premiums is not
mandatory. You need to invest enough to ensure that your Policy's accumulation
value, less any indebtedness and after your monthly deductions, stays above
zero. The less you invest, the more likely it is that your Policy's accumulation
value, less any indebtedness and after your monthly deductions, could fall to
zero, as a result of the deductions we periodically make from your accumulation
value.

Policy lapse and reinstatement. If your Policy's accumulation value does
fall to zero, we will notify you and give you a grace period of 61 days to pay
at least the amount we estimate is necessary to keep your Policy in force for a
reasonable time. If we do not receive your payment by the end of the grace
period, your Policy and all riders will end without value and all coverage under
your Policy will cease. Although you can apply to have your Policy
"reinstated," you must do this within 5 years (or, if earlier, before the
Policy's maturity date), and you must present evidence that the insured person
still meets our requirements for issuing coverage. Also, you will have to pay
enough premium to keep your Policy in force for two months as well as pay or
reinstate any indebtedness. In the Policy, you will find additional
information about the values and terms of a Policy after it is reinstated.

How can I change my Policy's investment options?

Future premium payments. You may at any time change the investment options
in which your future premiums will be invested. Your allocation must, however,
be in whole percentages that total 100%.

Transfers of existing accumulation value. You may also transfer your
existing accumulation value from one investment option under the Policy to
another. Unless you are transferring the entire amount you have in an
investment option, each transfer must be at least $500. See "Additional Rights
That We Have," beginning on page 36. Also, you may not in any one Policy year
make transfers out of our declared fixed interest account option that aggregate
more than 25% of the accumulation value you had invested in that option at the
beginning of that Policy year.

You may make transfers at any time, except that transfers out of our declared
fixed interest account option must be made within 60 days after a Policy
anniversary. We will not honor any request received outside that period.

Market timing. The Policies are not designed for professional market timing
organizations or other entities using programmed and frequent transfers. We may
not unilaterally terminate or discontinue transfer privileges. However, we
reserve the right to suspend such privileges for a reasonable period.

12
<PAGE>

Maximum number of investment options. We can at any time limit the number of
investment options you may use. Our current rule is that you cannot use more
than 18 different options over the life of your Policy. We are currently in the
process of eliminating this restriction.

How can I change my Policy's insurance coverage?

Increase in coverage. You may at any time request an increase in the
specified amount of coverage under your Policy. You must, however, provide us
with satisfactory evidence that the insured person continues to meet our
requirements for issuing insurance coverage.

We treat an increase in specified amount in many respects as if it were the
issuance of a new Policy. The monthly insurance charge for the increase will be
based on the age and risk class of the insured person at the time of the
increase. Also, a new amount of surrender charge applies to the specified amount
increase. These amounts are the same as they would be if we were instead issuing
the same amount of additional coverage as a new Policy.

Decrease in coverage. After the first Policy year, you may request a
reduction in the specified amount of coverage, but not below certain minimums.
The minimum is $100,000 (or, if greater, the minimum amount that the tax law
requires. At the time of a decrease under such a Policy, we will deduct from the
Policy's accumulation value an amount of any remaining surrender charge. If
there is not sufficient accumulation value to pay the surrender charge at the
time you request a reduction, the decrease will not be allowed. We compute the
amount we deduct in the manner described on page 31, under "Decreases in the
specified amount."

Change of death benefit option. You may at any time request us to change
your coverage from death benefit Option 1 to 2 or vice-versa.

. If you change from Option 1 to 2, we automatically reduce your
Policy's specified amount of insurance by the amount of your Policy's
accumulation value (but not below zero) at the time of the change.

. If you change from Option 2 to 1, we automatically increase your
Policy's specified amount by the amount of your Policy's accumulation
value.

Tax consequences of changes in insurance coverage. Please read "Tax
Effects" starting on page 23 of this prospectus to learn about possible tax
consequences of changing your insurance coverage under your Policy.

13
<PAGE>

What additional rider benefits might I select?

You can request that your Policy include the additional rider benefits
described below. For most of the riders that you choose, a charge, which will
be shown on page 3 of your Policy, will be deducted from your accumulation value
on each monthly deduction date. Eligibility for and changes in these benefits
are subject to our rules and procedures as in effect from time to time. More
details are included in the form of each rider, which we suggest that you review
if you choose any of these benefits.

. Accidental Death Benefit Rider, which pays an additional death benefit if
------------------------------
the insured person dies from certain accidental causes.

. Children's Insurance Benefit Rider, which provides term life insurance
----------------------------------
coverage on the eligible children of the person insured under the Policy.
This rider is convertible into any other insurance (except for term
coverage) available for conversions, under our published rules at the time
of conversion.

. Waiver of Monthly Deduction Rider, under which we will waive all monthly
---------------------------------
charges under your Policy and riders that we otherwise would deduct from
your accumulation value, so long as the insured person is totally disabled
(as defined in the rider). While we are paying benefits under this rider we
will not permit you to request any increase in the specified amount of your
Policy's coverage. However, loan interest will not be paid for you under
this rider, and the Policy could, under certain circumstances, lapse for
nonpayment of loan interest.

Tax consequences of additional rider benefits. Adding or deleting riders, or
increasing or decreasing coverage under existing riders can have tax
consequences. See "Tax Effects" starting on page 23. You should consult a
qualified tax adviser.

How can I access my investment in a Policy?

Full surrender. You may at any time, without charge, surrender your Policy
in full. If you do, we will pay you the accumulation value, less any Policy
loans, less any surrender charge that then applies. We call this your "cash
surrender value." Because of the surrender charge, it is unlikely that your
Policy will have any cash surrender value during at least the first year.

Partial surrender. You may, at any time after the first Policy year, make a
partial surrender of your Policy's cash surrender value. A partial surrender
must be at least $500.

. If the Option 1 death benefit is then in effect, we will also
automatically reduce your Policy's specified amount of insurance by
the amount of your withdrawal and any related charges.

. If we reduce your Policy's specified amount because you have requested
a partial surrender while the Option 1 death benefit is in effect, we
will deduct the same amount of surrender

14
<PAGE>

charge, if any, that would have applied if you had requested such
specified amount decrease directly. See "Decreases in the specified
amount," on page 31.

. We will not permit a partial surrender if it would cause your Policy
to fail to qualify as life insurance under the tax laws or if it would
cause your specified amount to fall below the minimum allowed.

. You may choose the investment option or options from which money that
you withdraw will be taken. Otherwise, we will allocate the withdrawal
in the same proportions as then apply for deducting monthly charges
under your Policy or, if that is not possible, in proportion to the
amount of accumulation value you then have in each investment option.

Option to Exchange Policy During First 18 Months. Under New York law, at
any time during the first 18 months from the Date of Issue of your Policy, and
while the Policy is in force on a premium paying basis, it may be exchanged for
any general account fixed benefit plan of life insurance offered by us, subject
to the following conditions:

. the new policy will be issued with the same Date of Issue, insurance
age, and risk classification as your Policy;

. the amount of insurance will be the same as the initial amount of
insurance under your Policy;

. the new policy may include any additional benefit rider included in
this policy if such rider is available for issue with the new policy;

. the exchange will be subject to an equitable premium or cash value
adjustment that takes appropriate account of the premiums and cash
values under the original and new policies; and

. evidence of insurability will not be required for the exchange.

Right to Convert in the Event of a Material Change in Investment Policy.
Under New York law, if there is a material change in the investment policy of
the Separate Account USL VL-R which has been approved by the Superintendent of
the New York Department of Insurance, and you object to such change, you shall
have the option to convert, without evidence of insurability, to a general
account fixed benefit life insurance policy within 60 days after the later of:
(1) the effective date of such change in investment policy; or (2) the receipt
of the notice of the options available.

Policy loans. You may at any time borrow from us an amount equal to your
Policy's cash surrender value (less our estimate of three months' charges and
less the interest that will be payable on your loan through your next Policy
anniversary.) The minimum amount of each loan is $500, or, if less, the entire
remaining borrowable amount under your Policy.

15
<PAGE>

We remove from your investment options an amount equal to your loan and hold
that amount as additional collateral for the loan. We will credit your Policy
with interest on this collateral amount at an effective annual rate of 4%
(rather than any amount you could otherwise earn in one of our investment
options), and we will charge you interest on your loan at an effective annual
rate of 4.75%, payable in arrears. Loan interest is payable annually, on the
Policy anniversary, in advance, at a rate of 4.54%. Any amount not paid by its
due date will automatically be added to the loan balance as an additional loan.
Interest you pay on Policy loans will not in most cases be deductible on your
tax returns.

You may choose which of your investment options the loan will be taken from.
If you do not so specify, we will allocate the loan in the same way that charges
under your Policy are being allocated. If this is not possible, we will make
the loan pro-rata from each investment option that you then are using.

You may repay all or part (but not less than $100) of your loan at any time
before the death of the Insured while the Policy is in force. You must
designate any loan repayment as such. Otherwise, we will treat it as a premium
payment instead. Any loan repayments go first to repay all loans that were taken
from our declared fixed interest account option. We will invest any additional
loan repayments you make in the investment options you request. In the absence
of such a request we will invest the repayment in the same proportion as you
then have selected for premium payments that we receive from you. Any unpaid
loan will be deducted from the proceeds we pay following the insured person's
death.

Preferred loan interest rate. We will credit a higher interest rate on an
amount of the collateral securing Policy loans taken out after the first 10
Policy years. The maximum amount of new loans that will receive this preferred
loan interest rate for any year is:

. 10% of your Policy's accumulation value (including any loan collateral
we are holding for your Policy loans) at the beginning of the Policy
year; or

. if less, your Policy's maximum remaining loan value at that anniversary.

We intend to set the rate of interest we credit to your preferred collateral
amount equal to the loan interest rate you are paying, resulting in a zero net
cost of borrowing for that amount. We have full discretion to vary the
preferred rate, provided that it will always be greater than the rate we are
then crediting in connection with regular Policy loans, and will never be less
than an effective annual rate of 4.5%.

Maturity of your Policy. If the insured person is still living on the
"Maturity Date" shown on page 3 of your Policy, we will automatically pay you
the cash surrender value of the Policy, and the Policy will end. The maturity
date is the Policy anniversary nearest the insured person's 100th birthday.

16
<PAGE>

Can I choose the form in which USL pays out the proceeds from my Policy?

Choosing a payment option. You may choose to receive the full proceeds from
the Policy (and any riders) as a single sum. This includes proceeds that become
payable upon the death of the insured person, full surrender or the maturity
date. Alternatively, you may elect that all or part of such proceeds be applied
to one or more of the following payment options:

. Option 1 - Equal monthly payments for a specified period of time.

. Option 2 - Equal monthly payments of a specified amount until all amounts
are paid out.

. Option 3 - Equal monthly payments for the payee's life, but with payments
guaranteed for a specified number of years. These payments are based on
annuity rates that are set forth in the Policy or, at the payee's request,
the annuity rates that we then are using.

. Option 4 - Proceeds left to accumulate with interest.

Additional payment options may also be available with our consent. We have the
right to veto any payment option, if the payee is a corporation or other entity.
You can read more about each of these options in our Policy form and in the
separate form of payment contract that we issue when any such option takes
effect.

Within 60 days after the insured person's death, any payee entitled to
receive proceeds as a single sum may elect one or more payment options.

Interest rates that we credit under each option will be at least 3%.

Change of payment option. You may change any payment option you have elected
at any time while the Policy is in force and before the start date of the
payment option.

Tax impact. If a payment option is chosen, you or your beneficiary may have
tax consequences. You should consult with a qualified tax adviser before
deciding whether to elect one or more payment options.

To what extent can USL vary the terms and conditions of the Policies in
particular cases?

Listed below are some variations we may make in the terms of a Policy. Any
variations will be made only in accordance with uniform rules that we establish.

Policies purchased through "internal rollovers." We maintain published rules
that describe the procedures necessary to replace the other life insurance we
issue with one of the Policies. Not all types of other insurance we issue are
eligible to be replaced with one of the Policies. Our published rules may be
changed from time to time, but are evenly applied to all our customers.

Policies purchased through term life conversions. We maintain rules about how
to convert term insurance to a Platinum Investor Policy. This is referred to as
a term conversion. Term conversions

17
<PAGE>

are available to owners of term life insurance we have issued. Any right to a
term conversion is stated in the term life insurance policy. Again, our
published rules about term conversions may be changed from time to time, but are
evenly applied to all our customers.

Variations in expenses or risks. USL may vary the charges and other terms of
the Policies where special circumstances result in sales or administrative
expenses, mortality risks, or other risks that are different from those normally
associated with the Policies. The New York Insurance Department may have to
give its prior approval to some of these changes.

How will my Policy be treated for income tax purposes?

Generally, death benefits paid under a Policy are not subject to income tax,
and earnings on your accumulation value are not subject to income tax as long as
we do not pay them out to you. If we do pay any amount of your Policy's
accumulation value upon surrender, partial surrender, or maturity of your
Policy, all or part of that distribution may be treated as a return of the
premiums you paid, which is not subject to income tax.

Amounts you receive as Policy loans are not taxable to you, unless you have
paid such a large amount of premiums that your Policy becomes what the tax law
calls a "modified endowment contract." In that case, the loan will be taxed as
if it were a partial surrender. Furthermore, loans, partial surrenders and other
distributions from a modified endowment contract may require you to pay
additional taxes and penalties that otherwise would not apply. If your Policy
lapses, you may have to pay income tax on a portion of any outstanding loan.

For further information about the tax consequences of owning a Policy, please
read "Tax Effects" starting on page 23.

How do I communicate with USL?

When we refer to "you," we mean the person who is authorized to take any
action with respect to a Policy. Generally, this is the owner named in the
Policy. Where a Policy has more than one owner, each owner generally must join
in any requested action.

General. You should mail or express checks and money orders for premium
payments and loan repayments directly to the appropriate address shown on your
billing statement. If you do not receive a billing statement, send your premium
directly to the address for premium payments shown on the first page of this
prospectus.

The following requests must be made in writing and signed by you:

. transfer of accumulation value;

. loan;

. full surrender;

18
<PAGE>

. partial surrender;

. change of beneficiary or contingent beneficiary;

. change of allocation percentages for premium payments;

. change of allocation percentages for policy deductions;

. loan repayments or charges;

. change of death benefit option or manner of death benefit payment;

. increase or decrease in specified amount;

. addition or cancellation of, or other action with respect to, any
rider benefits;

. election of a payment option for Policy proceeds; and

. tax withholding elections.

You should mail or express these requests to our Administrative Center at the
appropriate address shown on the first page of this prospectus. You should also
communicate notice of the insured person's death, and related documentation, to
our Administrative Center.

We have special forms which should be used for loans, assignments, partial and
full surrenders, changes of owner or beneficiary, and all other contractual
changes. You will be asked to return your Policy when you request a full
surrender. You may also obtain these forms from our Administrative Center or
from your USL representative. Each communication must include your name, Policy
number and, if you are not the insured person, that person's name. We cannot
process any requested action that does not include all required information.

ILLUSTRATIONS OF HYPOTHETICAL POLICY BENEFITS

To help explain how our Policies work, we have prepared the following tables:

Page to see in this
Table Prospectus
----------

Death Benefit Option 1 - Current Charges 21
Death Benefit Option 1 - Guaranteed Maximum Charges 21

The tables show how death benefits, accumulation values, and cash surrender
values ("Policy benefits") under sample Platinum Investor Policies would change
over time if the investment options had constant hypothetical gross annual
investment returns of 0%, 6% or 12% over the years covered by each table. The
tables are for a 45 year-old male non-tobacco user and who is a better-than-
average mortality risk in other respects as well. Planned premium payments of
$1,368 for an initial $100,000 of specified amount of coverage are assumed to be
paid at the beginning of each Policy year for the Platinum Investor Policy. The
samples assume no Policy loan has been taken.

19
<PAGE>

The differences between the accumulation values and the cash surrender values
for the first 10 years in the tables for the Platinum Investor version are that
version's surrender charges.

Although the tables below do not include examples of a Policy with an Option 2
death benefit, such a Policy would have higher death benefits, lower cash
surrender values, and a greater risk of lapse.

Separate tables are included to show both current and guaranteed maximum
charges for the Platinum Investor Policy. The charges assumed in the following
tables include:

. a daily charge at an annual effective rate of .75% for the first 10
Policy years (for both current and guaranteed maximum charges);

. a daily charge at an annual effective rate of .50% after 10 Policy years
(for both current and guaranteed maximum charges);

. a daily charge at an annual effective rate of .25% after 20 Policy years
(for both current and guaranteed maximum charges);

. a charge for state premium tax ranging from .75% to 3.5% of each premium
payment, depending on the state, assumed to be 2.0% (for both current and
guaranteed maximum charges);

. a charge of 2.5% and 5.0% from each after-tax premium payment for current
charges and guaranteed maximum charges, respectively;

. the current monthly insurance charges and guaranteed maximum monthly
insurance charges for current charges and guaranteed maximum charges,
respectively; and

. a flat monthly charge of $6 and $12 for current charges and guaranteed
maximum charges, respectively.

The charges assumed by both the current and guaranteed maximum charge tables
also include Mutual Fund expenses of .73% of aggregate Mutual Fund assets, which
is the arithmetic average of the advisory fees payable with respect to each
Mutual Fund, after all reimbursements, plus the arithmetic average of all other
operating expenses of each such Fund, after all reimbursements, as reflected on
pages 9 - 11. We expect the reimbursement arrangements to continue in the
future. If the reimbursement arrangements were not currently in effect, the
arithmetic average of Mutual Fund expenses would equal .78% of aggregate Mutual
Fund assets. The total assumed tax charges for all of the tables are 2.5% of
premiums.

Preliminary Information Statement and Policy Summary. We will provide you
with a Buyer's Guide and a preliminary information statement describing some of
the values and benefits of your Policy at the time of policy application. We
will also provide you with a policy summary at the time that your Policy is
delivered demonstrating the values and benefits contained in your Policy as
issued.

20
<PAGE>

Platinum Investor
-----------------

<TABLE>
<CAPTION>
Planned Premium $ 1,368 Initial Specified Amount $100,000
Death Benefit Option 1
Male Age 45
Nonsmoker
Assuming Current Charges

Death Benefit Accumulation Value Cash Surrender Value
End of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy Annual Investment Return of Annual Investment Return of Annual Investment Return of
Year 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 100,000 100,000 100,000 899 964 1,030 0 0 0

2 100,000 100,000 100,000 1,764 1,950 2,145 396 582 777

3 100,000 100,000 100,000 2,607 2,973 3,370 1,239 1,605 2,002

4 100,000 100,000 100,000 3,407 4,009 4,691 2,210 2,812 3,494

5 100,000 100,000 100,000 4,186 5,085 6,143 3,160 4,059 5,117

6 100,000 100,000 100,000 4,946 6,202 7,742 4,091 5,347 6,887

7 100,000 100,000 100,000 5,698 7,374 9,516 5,014 6,690 8,832

8 100,000 100,000 100,000 6,420 8,581 11,460 5,907 8,068 10,947

9 100,000 100,000 100,000 7,123 9,836 13,605 6,781 9,494 13,263

10 100,000 100,000 100,000 7,809 11,143 15,975 7,368 10,972 15,804

15 100,000 100,000 100,000 11,129 18,812 32,604 11,129 18,812 32,604

20 100,000 100,000 100,000 13,696 28,088 60,442 13,696 28,088 60,442
</TABLE>

Platinum Investor
-----------------

<TABLE>
<CAPTION>
Planned Premium $ 1,368 Initial Specified Amount $100,000
Death Benefit Option 1
Male Age 45
Nonsmoker
Assuming Guaranteed Charges

2 100,000 100,000 100,000 1,286 1,441 1,604 0 73 236

3 100,000 100,000 100,000 1,867 2,162 2,484 499 794 1,116

4 100,000 100,000 100,000 2,396 2,871 3,411 1,199 1,674 2,214

5 100,000 100,000 100,000 2,874 3,568 4,393 1,848 2,542 3,367

6 100,000 100,000 100,000 3,302 4,255 5,436 2,447 3,400 4,581

7 100,000 100,000 100,000 3,670 4,918 6,536 2,986 4,234 5,852

8 100,000 100,000 100,000 3,966 5,547 7,690 3,453 5,034 7,177

9 100,000 100,000 100,000 4,192 6,140 8,905 3,850 5,798 8,563

10 100,000 100,000 100,000 4,337 6,685 10,179 4,166 6,514 10,008

15 100,000 100,000 100,000 3,674 8,473 17,755 3,674 8,473 17,755

20 0 100,000 100,000 0 7,206 27,615 0 7,206 27,615
</TABLE>

The values in both tables will change if premiums are paid in different amounts
or frequencies.
The investment results are examples only and are not a representation of past or
future investment results.
Actual investment results may be more or less than those shown in both tables.

21
<PAGE>

ADDITIONAL INFORMATION

A general overview of the Policies appears at pages 1 through 21. The
additional information that follows gives more details, but generally does not
repeat what is set forth above.

<TABLE>
<CAPTION>
Page to
see in this
Contents of Additional Information Prospectus
- ---------------------------------- ----------
<S> <C>
USL......................................................... 22
Separate Account USL VL-R................................... 23
Tax Effects................................................. 23
Voting Privileges........................................... 28
Your Beneficiary............................................ 29
Assigning Your Policy....................................... 29
More About Policy Charges................................... 29
Effective Date of Policy and Related Transactions........... 31
More About Our Declared Fixed Interest Account Option....... 33
Distribution of the Policies................................ 34
Payment of Policy Proceeds.................................. 35
Adjustments to Death Benefit................................ 36
Additional Rights That We Have.............................. 36
Performance Information..................................... 37
Our Reports to Policy Owners................................ 38
USL's Management............................................ 38
Principal Underwriter's Management.......................... 42
Legal Matters............................................... 43
Independent Auditors........................................ 43
Actuarial Expert............................................ 43
Service Agreements.......................................... 43
Certain Potential Conflicts................................. 44
Year 2000 Considerations.................................... 44
</TABLE>

USL

USL is a stock life insurance company, which was organized under the laws of
the State of New York on February 25, 1850. USL is an indirect, wholly-owned
subsidiary of American General Corporation, a diversified financial services
holding company engaged primarily in the insurance business. American General
Financial Group is the marketing name for American General Corporation and its
subsidiaries. The commitments under the Policies are USL's, and American
General Corporation has no legal obligation to back those commitments.

USL is a member of the Insurance Marketplace Standards Association ("IMSA").
IMSA is a voluntary membership organization created by the life insurance
industry to promote ethical market

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<PAGE>

conduct for individual life insurance and annuity products. USL's membership in
IMSA applies only to USL and not its products.

Separate Account USL VL-R

We hold the Mutual Fund shares in which any of your accumulation value is
invested in our Separate Account USL VL-R. Separate Account USL VL-R is a
"separate account," as defined by the SEC and is registered as a unit investment
trust with the SEC under the Investment Company Act of 1940, as amended. We
created the separate account on August 8, 1997 under New York law.

For record keeping and financial reporting purposes, Separate Account USL VL-R
is divided into 17 separate "divisions," which correspond to the 17 variable
investment options available since the inception of the Policy. The 17
divisions are currently available under certain variable life policies offered
by an affiliate of USL. We hold the Mutual Fund shares in which we invest your
accumulation value for an investment option in the division that corresponds to
that investment option.

The assets in the Separate Account are our property. The assets in the
Separate Account would be available only to satisfy the claims of owners of the
Policies, to the extent they have allocated their accumulation value to the
Separate Account. Our other creditors could reach only those Separate Account
assets (if any) that are in excess of the amount of our reserves and other
contract liabilities under the Policies with respect to the Separate Account.

USL also issues variable annuities through its Separate Account USL VA-R,
which is also a registered investment company.

Tax Effects

This discussion is based on current federal income tax law and interpretations.
It assumes that the policy owner is a natural person who is a U.S. citizen and
resident. The tax effects on corporate taxpayers, non-U.S. residents or non-U.S.
citizens, may be different. This discussion is general in nature, and should not
be considered tax advice, for which you should consult a qualified tax adviser.

General. The Platinum Investor Policy will be treated as "life insurance" for
federal income tax purposes (a) if it meets the definition of life insurance
under Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code")
and (b) for as long as the investments made by the underlying Mutual Funds
satisfy certain investment diversification requirements under Section 817(h) of
the Code. We believe that the Policy will meet these requirements and that:

. the death benefit received by the beneficiary under your Policy will not
be subject to federal income tax; and

. increases in your Policy's accumulation value as a result of interest or
investment experience will not be subject to federal income tax unless
and until there is a distribution from your Policy, such as a surrender
or a partial surrender.

The federal income tax consequences of a distribution from your Policy can be
affected by whether your Policy is determined to be a "modified endowment
contract" (which is discussed below). In all

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<PAGE>

cases, however, the character of all income that is described below as taxable
to the payee will be ordinary income (as opposed to capital gain).

Testing for modified endowment contract status. Your Policy will be a
"modified endowment contract" if, at any time during the first seven Policy
years, you have paid a cumulative amount of premiums that exceeds the premiums
that would have been paid by that time under a similar fixed-benefit insurance
policy that was designed (based on certain assumptions mandated under the Code)
to provide for paid-up future benefits after the payment of seven level annual
premiums. This is called the "seven-pay" test.

Whenever there is a "material change" under a policy, the policy will
generally be (a) treated as a new contract for purposes of determining whether
the policy is a modified endowment contract and (b) subjected to a new seven-pay
period and a new seven-pay limit. The new seven-pay limit would be determined
taking into account, under a prescribed formula, the accumulation value of the
policy at the time of such change. A materially changed policy would be
considered a modified endowment contract if it failed to satisfy the new seven-
pay limit. A material change for these purposes could occur as a result of a
change in death benefit option or the selection of additional rider benefits. A
material change will occur as a result of an increase in your Policy's specified
amount of coverage, and certain other changes.

If your Policy's benefits are reduced during the first seven Policy years (or
within seven years after a material change), the calculated seven-pay premium
limit will be redetermined based on the reduced level of benefits and applied
retroactively for purposes of the seven-pay test. (Such a reduction in benefits
could include, for example, a decrease in the specified amount resulting from a
partial surrender or termination of additional benefits under a rider). If the
premiums previously paid are greater than the recalculated seven-payment premium
level limit, the Policy will become a modified endowment contract. A life
insurance policy that is received in exchange for a modified endowment contract
will also be considered a modified endowment contract.

Other effects of Policy changes. Changes made to your Policy (for example, a
decrease in benefits or a lapse or reinstatement of your Policy) may also have
other effects on your Policy. Such effects may include impacting the maximum
amount of premiums that can be paid under your Policy, as well as the maximum
amount of accumulation value that may be maintained under your Policy.

Taxation of pre-death distributions if your Policy is not a modified endowment
------
contract. As long as your Policy remains in force during the insured person's
lifetime and not as a modified endowment contract, a Policy loan will be treated
as indebtedness, and no part of the loan proceeds will be subject to current
federal income tax. Interest on the Policy loan generally will not be tax
deductible.

After the first 15 Policy years, the proceeds from a partial surrender will
not be subject to federal income tax except to the extent such proceeds exceed
your "basis" in your Policy. (Your basis generally will equal the premiums you
have paid, less the amount of any previous distributions from your Policy that
were not taxable.) During the first 15 Policy years, the proceeds from a partial
surrender could be subject to federal income tax, under a complex formula, to
the extent that your accumulation value exceeds your basis in your Policy.

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<PAGE>

On the maturity date or upon full surrender, any excess in the amount of
proceeds we pay (including amounts we use to discharge any Policy loan) over
your basis in the Policy, will be subject to federal income tax. In addition, if
a Policy ends after a grace period while there is a policy loan, the
cancellation of such loan and accrued loan interest will be treated as a
distribution and could be subject to tax under the above rules. Finally, if you
make an assignment of rights or benefits under your Policy you may be deemed to
have received a distribution from your Policy, all or part of which may be
taxable.

Taxation of pre-death distributions if your Policy is a modified endowment
--
contract. If your Policy is a modified endowment contract, any distribution from
your Policy during the insured person's lifetime will be taxed on an "income-
first" basis. Distributions for this purpose include a loan (including any
increase in the loan amount to pay interest on an existing loan or an assignment
or a pledge to secure a loan) or a partial surrender. Any such distributions
will be considered taxable income to you to the extent your accumulation value
exceeds your basis in the Policy. For modified endowment contracts, your basis
is similar to the basis described above for other policies, except that your
basis would be increased by the amount of any prior loan under your Policy that
was considered taxable income to you. For purposes of determining the taxable
portion of any distribution, all modified endowment contracts issued by the same
insurer (or its affiliate) to the same owner (excluding certain qualified plans)
during any calendar year are aggregated. The Treasury Department has authority
to prescribe additional rules to prevent avoidance of "income-first" taxation on
distributions from modified endowment contracts.

A 10% penalty tax also will apply to the taxable portion of most distributions
from a policy that is a modified endowment contract. The penalty tax will not,
however, apply to distributions:

. to taxpayers 59 1/2 years of age or older;

. in the case of a disability (as defined in the Code); or

. received as part of a series of substantially equal periodic annuity
payments for the life (or life expectancy) of the taxpayer or the joint
lives (or joint life expectancies) of the taxpayer and his or her
beneficiary.

If your Policy ends after a grace period while there is a Policy loan, the
cancellation of the loan will be treated as a distribution to the extent not
previously treated as such and could be subject to tax, including the 10%
penalty tax, as described above. In addition, on the maturity date or upon a
full surrender, any excess of the proceeds we pay (including any amounts we use
to discharge any Policy loan) over your basis in the Policy, will be subject to
federal income tax and, unless an exception applies, the 10% penalty tax.

Distributions that occur during a Policy year in which your Policy becomes a
modified endowment contract, and during any subsequent Policy years, will be
taxed as described in the two preceding paragraphs. In addition, distributions
from a policy within two years before it becomes a modified endowment contract
also will be subject to tax in this manner. This means that a distribution made
from a policy that is not a modified endowment contract could later become
taxable as a distribution from a modified endowment contract. The Treasury
Department has been authorized to prescribe rules which

25
<PAGE>

would treat similarly other distributions made in anticipation of a policy
becoming a modified endowment contract.

Policy lapses and reinstatements. A Policy which has lapsed may have the tax
consequences described above, even though you may be able to reinstate that
Policy. For tax purposes, some reinstatements may be treated as the purchase of
a new insurance contract.

Diversification. Under Section 817(h) of the Code, the Treasury Department has
issued regulations that implement investment diversification requirements. Our
failure to comply with these regulations would disqualify your Policy as a life
insurance policy under Section 7702 of the Code. If this were to occur, you
would be subject to federal income tax on the income under the Policy for the
period of the disqualification and for subsequent periods. Also, if the insured
died during such period of disqualification or subsequent periods, a portion of
the death benefit proceeds would be taxable to the beneficiary. Separate
Account USL VL-R, through the Mutual Funds, intends to comply with these
requirements. Although we do not have direct control over the investments or
activities of the Mutual Funds, we will enter into agreements with them
requiring the Mutual Funds to comply with the diversification requirements of
the Section 817(h) Treasury Regulations.

In connection with the issuance of then temporary diversification regulations,
the Treasury Department stated that it anticipated the issuance of guidelines
prescribing the circumstances in which the ability of a policy owner to direct
his or her investment to particular Mutual Funds within a separate account cause
the policy owner, rather than the insurance company, to be treated as the owner
of the assets in the account. Due to the lack of specific guidance on investor
control, there is some uncertainty about when a policy owner is considered the
owner of the assets for tax purposes. If you were considered the owner of the
assets of the separate account, income and gains from the account would be
included in your gross income for federal income tax purposes. Under current
law, however, we believe that USL, and not the owner of a Policy, would be
considered the owner of the assets of our separate account.

Estate and generation skipping taxes. If the insured person is the Policy's
owner, the death benefit under the Platinum Investor Policy will generally be
includable in the owner's estate for purposes of federal estate tax. If the
owner is not the insured person, under certain conditions, only an amount
approximately equal to the cash surrender value of the Policy would be
includable. The federal estate tax is integrated with the federal gift tax
under a unified rate schedule and unified credit. The Taxpayer Relief Act of
1997 gradually raises the value of the credit over the next seven years to
$1,000,000. In addition, an unlimited marital deduction may be available for
federal estate tax purposes.

As a general rule, if a "transfer" is made to a person two or more generations
younger than the Policy's owner, a generation skipping tax may be payable at
rates similar to the maximum estate tax rate in effect at the time. The
generation skipping tax provisions generally apply to "transfers" that would be
subject to the gift and estate tax rules. Individuals are generally allowed an
aggregate generation skipping tax exemption of $1 million. Because these rules
are complex, you should consult with a qualified tax adviser for specific
information, especially where benefits are passing to younger generations.

26
<PAGE>

The particular situation of each policy owner, insured person or beneficiary
will determine how ownership or receipt of Policy proceeds will be treated for
purposes of federal estate and generation skipping taxes, as well as state and
local estate, inheritance and other taxes.

Life Insurance in Split Dollar Arrangements. The Internal Revenue Service
("IRS") has released a technical advice memorandum ("TAM") on the taxability of
the insurance policies used in certain split dollar arrangements. A TAM
provides advice as to the internal revenue laws, regulations, and related
statutes with respect to a specific set of facts and a specific taxpayer. In
the TAM, among other things, the IRS concluded that an employee was subject to
current taxation on the excess of the cash surrender value of the policy over
the premiums to be returned to the employer. Purchasers of life insurance
policies to be used in split dollar arrangements are strongly advised to consult
with a qualified tax adviser to determine the tax treatment resulting from such
an arrangement.

Pension and profit-sharing plans. If a life insurance policy is purchased by a
trust or other entity that forms part of a pension or profit-sharing plan
qualified under Section 401(a) of the Code for the benefit of participants
covered under the plan, the federal income tax treatment of such policies will
be somewhat different from that described above.

The reasonable net premium cost for such amount of insurance that is purchased
as part of a pension or profit-sharing plan is required to be included annually
in the plan participant's gross income. This cost (generally referred to as the
"P.S. 58" cost) is reported to the participant annually. If the plan participant
dies while covered by the plan and the policy proceeds are paid to the
participant's beneficiary, then the excess of the death benefit over the
policy's accumulation value will not be subject to federal income tax. However,
the policy's accumulation value will generally be taxable to the extent it
exceeds the participant's cost basis in the policy. The participant's cost basis
will generally include the costs of insurance previously reported as income to
the participant. Special rules may apply if the participant had borrowed from
the policy or was an owner-employee under the plan.

There are limits on the amounts of life insurance that may be purchased on
behalf of a participant in a pension or profit-sharing plan. Complex rules, in
addition to those discussed above, apply whenever life insurance is purchased by
a tax qualified plan. You should consult a qualified tax adviser.

Other employee benefit programs. Complex rules may also apply when a policy is
held by an employer or a trust, or acquired by an employee, in connection with
the provision of other employee benefits. These policy owners must consider
whether the policy was applied for by or issued to a person having an insurable
interest under applicable state law and with the insured person's consent. The
lack of an insurable interest or consent may, among other things, affect the
qualification of the policy as life insurance for federal income tax purposes
and the right of the beneficiary to receive a death benefit.

ERISA. Employers and employer-created trusts may be subject to reporting,
disclosure and fiduciary obligations under the Employee Retirement Income
Security Act of 1974, as amended. You should consult a qualified legal adviser.

Our taxes. We report the operations of Separate Account USL VL-R in our
federal income tax return, but we currently pay no income tax on the separate
account's investment income and capital

27
<PAGE>

gains, because these items are, for tax purposes, reflected in our variable life
insurance policy reserves. We currently make no charge to any separate account
division for taxes. We reserve the right to make a charge in the future for
taxes incurred; for example, a charge to the separate account for income taxes
we incur that are allocable to the Policy.

We may have to pay state, local or other taxes in addition to applicable taxes
based on premiums. At present, these taxes are not substantial. If they
increase, we may make charges for such taxes when they are attributable to our
separate account or allocable to the Policies.

Certain Mutual Funds in which your accumulation value is invested may elect to
pass through to USL taxes withheld by foreign taxing jurisdictions on foreign
source income. Such an election will result in additional taxable income and
income tax to USL. The amount of additional income tax, however, may be more
than offset by credits for the foreign taxes withheld which are also passed
through. These credits may provide a benefit to USL.

When we withhold income taxes. Generally, unless you provide us with an
election to the contrary before we make the distribution, we are required to
withhold income tax from any proceeds we distribute as part of a taxable
transaction under your Policy. In some cases, where generation skipping taxes
may apply, we may also be required to withhold for such taxes unless we are
provided satisfactory written notification that no such taxes are due.

In the case of non-resident aliens who own a policy, the withholding rules may
be different. With respect to distributions from modified endowment contracts,
nonresident aliens are generally subject to federal income tax withholding at a
statutory rate of 30% of the distributed amount. In some cases, the non-
resident alien may be subject to lower or even no withholding if the United
States has entered into a tax treaty with his or her country of residence.

Tax changes. The U.S. Congress frequently considers legislation that, if
enacted, could change the tax treatment of life insurance policies. In addition,
the Treasury Department may amend existing regulations, issue regulations on the
qualification of life insurance and modified endowment contracts, or adopt new
interpretations of existing law. State and local tax law or, if you are not a
U.S. citizen and resident, foreign tax law, may also affect the tax consequences
to you, the insured person or your beneficiary, and are subject to change. Any
changes in federal, state, local or foreign tax law or interpretation could have
a retroactive effect. We suggest you consult a qualified tax adviser.

Voting Privileges

We are the legal owner of the Funds' shares held in Separate Account USL
VL-R. However, you may be asked to instruct us how to vote the Fund shares held
in the various Mutual Funds and attributable to your Policy at meetings of
shareholders of the Funds. The number of votes for which you may give
directions will be determined as of the record date for the meeting. The number
of votes that you may direct related to a particular Fund is equal to (a) your
accumulation value invested in that Fund divided by (b) the net asset value of
one share of that Fund. Fractional votes will be recognized.

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<PAGE>

We will vote all shares of each Fund that we hold of record, including any
shares we own on our own behalf, in the same proportions as those shares for
which we have received instructions from owners participating in that Fund
through Separate Account USL VL-R.

If you are asked to give us voting instructions, we will send you the proxy
material and a form for providing such instructions. Should we determine that
we are no longer required to send the owner such materials, we will vote the
shares as we determine in our sole discretion.

In certain cases, we may disregard instructions relating to changes in a
Fund's investment manager or its investment policies. We will advise you if we
do and explain the reasons in our next report to Policy owners. USL reserves
the right to modify these procedures in any manner that the laws in effect from
time to time allow.

Your Beneficiary

You name your beneficiary when you apply for a Policy. The beneficiary is
entitled to the insurance benefits of the Policy. You may change the
beneficiary during the insured person's lifetime. We also require the consent of
any irrevocably named beneficiary. A new beneficiary designation is effective
as of the date you sign it, but will not affect any payments we may make before
we receive it. If no beneficiary is living when the insured person dies, we
will pay the insurance proceeds to the owner or the owner's estate.

Assigning Your Policy

You may assign (transfer) your rights in a Policy to someone else as
collateral for a loan or for some other reason, if we agree. We will not be
bound by an assignment unless it is received in writing. You must provide us
with two copies of the assignment. We are not responsible for any payment we
make or any action taken before we receive complete notice of the assignment in
good order. We are not responsible for the validity of the assignment. An
absolute assignment is a change of ownership. All collateral assignees of record
must consent to any full surrender, partial surrender, loan or payment from a
Policy under a terminal illness rider. Because there may be unfavorable tax
consequences, including recognition of taxable income and the loss of income
tax-free treatment for any death benefit payable to the beneficiary, you should
consult a qualified tax adviser before making an assignment.

More About Policy Charges

Purpose of our charges. The charges under the Policies are designed to
cover, in total, our direct and indirect costs of selling, administering and
providing benefits under the Policies. They are also designed, in total, to
compensate us for the risks we assume and services that we provide under the
Policies. These include:

. mortality risks (such as the risk that insured persons will, on
average, die before we expect, thereby increasing the amount of claims
we must pay);

29
<PAGE>

. investment risks (such as the risk that adverse investment performance
will make it more difficult for us to reduce the amount of our daily
charge for revenues below what we anticipate);

. sales risks (such as the risk that the number of Policies we sell and
the premiums we receive, net of withdrawals, are less than we expect,
thereby depriving us of expected economies of scale);

. regulatory risks (such as the risk that tax or other regulations may
be changed in ways adverse to issuers of variable life insurance
policies); and

. expense risks (such as the risk that the costs of administrative
services that the Policies require us to provide will exceed what we
currently project).

If the charges that we collect from the Policies exceed our total costs in
connection with the Policies, we will earn a profit. Otherwise we will incur a
loss.

The current charges that we deduct from premiums have been designed to
compensate us for taxes we have to pay to the state where you live when we
receive a premium from you, as well as similar federal taxes we incur as a
result of premium payments, and certain distribution expenses. The current flat
monthly charge that we deduct has been designed primarily to compensate us for
the continuing administrative functions we perform in connection with the
Policies. The current monthly insurance charge has been designed primarily to
provide funds out of which we can make payments of death benefits under the
Policies as insured persons die.

Any excess from the charges discussed in the preceding paragraph, as well
as revenues from the daily charge, are primarily intended to:

. offset other expenses in connection with the Policies (such as the
costs of processing applications for Policies and other unreimbursed
administrative expenses, costs of paying sales commissions and other
marketing expenses for the Policies, and costs of paying death claims
if the mortality experience of insured persons is worse than we
expect);

. compensate us for the risks we assume under the Policies; or

. otherwise to be retained by us as profit.

The surrender charge has also been designed primarily for these purposes.

Although the paragraphs above describe the primary purposes for which
charges under the Policies have been designed, these purposes are subject to
considerable change over the life of a Policy. We can retain or use the revenues
from any charge or charge increase for any purpose.

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<PAGE>

Change of tobacco use. If the person insured under your Policy is a
tobacco user, you may apply to us for an improved risk class if the insured
person meets our then applicable requirements for demonstrating that he or she
has stopped tobacco use for a sufficient period.

Gender neutral Policies. Congress and the legislatures of various states
have from time to time considered legislation that would require insurance rates
to be the same for males and females of the same age, rating class and tobacco
user status. In addition, employers and employee organizations should consider,
in consultation with counsel, the impact of Title VII of the Civil Rights Act of
1964 on the purchase of life insurance policies (including Platinum Investor
policies) in connection with an employment-related insurance or benefit plan.
In a 1983 decision, the United States Supreme Court held that, under Title VII,
optional annuity benefits under a deferred compensation plan could not vary on
the basis of gender.

Cost of insurance rates. Because of specified amount increases, different
cost of insurance rates may apply to different increments of specified amount
under your Policy. If so, we attribute your accumulation value first to the
oldest increments of specified amount to compute our net amount at risk at each
cost of insurance rate. See "Monthly Insurance Charge" beginning on page 7.

Decreases in the specified amount. An amount of any remaining surrender
charge will be deducted upon a decrease in specified amount. If:

. there have been no previous specified amount increases, the amount we
deduct will bear the same proportion to the total surrender charge
then applicable as the amount of the specified amount decrease bears
to the Policy's total specified amount. The remaining amount of
surrender charge that we could impose at a future time, however, will
also be reduced proportionally.

. there have been increases in specified amount, we decrease first
those portions of specified amount that were most recently
established. We also deduct any remaining amount of the surrender
charge that was established with that portion of specified amount
(which we pro-rate if less than that entire portion of specified
amount is being canceled).

Miscellaneous. Each of the distributors or advisers of the Mutual Funds
listed on page 1 of this prospectus reimburses us, on a quarterly basis, for
certain administrative, Policy, and Policy owner support expenses, up to an
annual rate of 0.25% of the average daily net asset value of shares of the
Mutual Funds purchased by the divisions at the instruction of owners. These
reimbursements will be reasonable for the services performed and are not
designed to result in a profit. These reimbursements are paid by the
distributors or the advisers, and will not be paid by the Mutual Funds, the
divisions or the owners.

Effective Date of Policy and Related Transactions

Valuation dates, times, and periods. We compute values under Policies on
each day that the New York Stock Exchange is open. We call each such day a
"valuation date."

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<PAGE>

We compute policy values as of 4:00 p.m., Eastern time, on each valuation
date. We call this our "close of business." We call the time from the close of
business on one valuation date to the close of business of the next valuation
date a "valuation period."

Date of receipt. Generally we consider that we have received a premium
payment or another communication from you on the day we actually receive it in
full and proper order. If we receive it after the close of business on any
valuation date, however, we consider that we have received it on the day
following that valuation date.

Commencement of insurance coverage. After you apply for a Policy, it can
sometimes take up to several weeks for us to gather and evaluate all the
information we need to decide whether to issue a Policy to you and, if so, what
the insured person's insurance rate class should be. We will not pay a death
benefit under a Policy unless (a) it has been delivered to and accepted by the
owner and at least the minimum first premium has been paid, and (b) at the time
of such delivery and payment, there have been no adverse developments in the
insured person's health or risk of death. However, if you pay at least the
minimum first premium payment with your application for a Policy, we will
provide temporary coverage of up to $300,000 provided the insured person meets
certain medical and risk requirements. The terms and conditions of this coverage
are described in our "Limited Temporary Life Insurance Agreement." You can
obtain a copy from our Administrative Center by writing to the appropriate
address shown on the first page of this prospectus or from your USL
representative.

Date of issue; Policy months and years. We prepare the Policy only after
we approve an application for a Policy and assign an appropriate insurance rate
class. The day we begin to deduct charges will appear on page 3 of your Policy
and is called the "date of issue." Policy months and years are measured from
the date of issue. To preserve a younger age at issue for the insured person,
we may assign a date of issue to a Policy that is up to 6 months earlier than
otherwise would apply.

Monthly deduction days. Each charge that we deduct monthly is assessed
against your accumulation value at the close of business on the date of issue
and at the end of each subsequent valuation period that includes the first day
of a Policy month. We call these "monthly deduction days."

Commencement of investment performance. We begin to credit an investment
return to the accumulation value resulting from your initial premium payment on
the later of (a) the date of issue, or (b) the date all requirements needed to
place the Policy in force have been satisfied, including underwriting approval
and receipt of the necessary premium. In the case of a back-dated Policy, we do
not credit an investment return to the accumulation value resulting from your
initial premium payment until the date stated in (b) above.

Effective date of other premium payments and requests that you make.
Premium payments (after the first) and transactions made in response to your
requests and elections are generally effected at the end of the valuation period
in which we receive the payment, request or election and based on prices and
values computed as of that same time. Exceptions to this general rule are as
follows:

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<PAGE>

. Increases or decreases you request in the specified amount of
insurance, and reinstatements of Policies that have lapsed take effect
on the Policy's monthly deduction day on or next following our
approval of the transaction;

. We may return premium payments if we determine that such premiums
would cause your Policy to become a modified endowment contract or to
cease to qualify as life insurance under federal income tax law;

. If you exercise the right to return your Policy described on the
second page of this prospectus, your coverage will end when you mail
us your Policy or deliver it to your USL representative; and

. If you pay a premium in connection with a request which requires our
approval, your payment will be applied when received rather than
following the effective date of the change requested so long as your
coverage is in force and the amount paid will not cause you to exceed
premium limitations under the Code. If we do not approve your request,
no premium will be refunded to you except to the extent necessary to
cure any violation of the maximum premium limitations under the Code.
We will not apply this procedure to premiums you pay in connection
with reinstatement requests.

More About Our Declared Fixed Interest Account Option

Our general account. Our general account assets are all of our assets that
we do not hold in legally segregated separate accounts. Our general account
supports our obligations to you under your Policy's declared fixed interest
account option. Because of applicable exemptions, no interest in this option
has been registered under the Securities Act of 1933, as amended. Neither our
general account nor our declared fixed interest account is an investment company
under the Investment Company Act of 1940. We have been advised that the staff
of the SEC has not reviewed the disclosures that are included in this prospectus
for your information about our general account or our declared fixed interest
account option. Those disclosures, however, may be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in prospectuses.

How we declare interest. We can at any time change the rate of interest we
are paying on any accumulation value allocated to our declared fixed interest
account option, but it will always be at an effective annual rate of at least
4%.

Under these procedures, it is possible that, at any time, different
interest rates will apply to different portions of your accumulation value,
depending on when each portion was allocated to our declared fixed interest
account option. Any charges, partial surrenders, or loans that we take from any
accumulation value that you have in our declared fixed interest account option
will be taken from each portion in reverse chronological order based on the date
that accumulation value was allocated to this option.

33
<PAGE>

Distribution of the Policies

American General Securities Incorporated ("AGSI") is the principal
underwriter of the Policies. AGSI is a wholly-owned subsidiary of American
General Life Insurance Company. AGSI's principal office is at 2727 Allen
Parkway, Houston, Texas 77019. AGSI was organized as a Texas corporation on
March 8, 1983 and is a registered broker-dealer under the Securities Exchange
Act of 1934, as amended ("1934 Act") and is a member of the National Association
of Securities Dealers, Inc. ("NASD"). AGSI is also the principal underwriter for
USL's Separate Account USL VA-R and for American General Life Insurance
Company's Separate Accounts A, D and VL-R, and Separate Account E of American
General Life Insurance Company of New York, which is a wholly-owned subsidiary
of American General Life Insurance Company. These separate accounts are
registered investment companies. AGSI, as the principal underwriter, is not paid
any fees on the Policies.

We and AGSI have sales agreements with various broker-dealers and banks
under which the Policies will be sold by registered representatives of the
broker-dealers or employees of the banks. These registered representatives and
employees are also required to be authorized under applicable state regulations
as life insurance agents to sell variable life insurance. The broker-dealers
are ordinarily required to be registered with the SEC and must be members of the
NASD.

We pay compensation directly to broker-dealers and banks for promotion and
sales of the Policies. AGSI also has its own registered representatives who
will sell the Policies, and we will pay compensation to AGSI for these sales.

The compensation payable to broker-dealers or banks for sales of the
Policies may vary with the sales agreement, but is generally not expected to
exceed:

. 90% of the premiums paid in the first Policy year up to a "target"
amount;

. 4% of the premiums not in excess of the target amount paid in each of
Policy years 2 through 10;

. 2.5% of all premiums in excess of the target amount paid in any of
Policy years 1 through 10; and

. .25% annually of the Policy's accumulation value (reduced by any
outstanding loans) in the investment options after Policy year 1.

The target amount is an amount of level annual premium that would be necessary
to support the benefits under your Policy, based on certain assumptions that we
believe are reasonable.

The maximum value of any alternative amounts we may pay for sales of the
Policies is expected to be equivalent over time to the amounts described above.
For example, we may pay a broker-dealer compensation in a lump sum which will
not exceed the aggregate compensation described above.

34
<PAGE>

We pay a comparable amount of compensation to the broker-dealers or banks
with respect to any increase in the specified amount of coverage that you
request as long as additional premium is paid on the increase.

At our sole discretion, we may pay certain broker-dealers an additional
expense allowance payment of up to 5% of first year target premium. In the
event that the broker-dealer personally produces any particular policy, and we
determine that such broker-dealer qualifies in the aggregate for some additional
expense allowance payment, such broker-dealer would only be eligible to receive
an additional expense allowance payment of up to 1% (instead of the 5% stated
above) of first year target premium as to that policy.

Whether or not a particular broker-dealer may be eligible to receive this
discretionary payment will, at a minimum, depend upon the ratio of the broker-
dealers total production offset by our expenses relative to such production. In
the event that we determine, in our sole discretion, that a particular broker-
dealer is eligible for an additional expense allowance payment, such broker-
dealer will ensure that none of the additional expense allowance payment is
passed on to a registered representative.

We pay the compensation directly to AGSI or any other selling broker-dealer
firm or bank. We pay the compensation from our own resources which does not
result in any additional charge to you that is not described on page 7 of the
prospectus. Each broker-dealer firm or bank, in turn, may compensate its
registered representative or employee who acts as agent in selling you a Policy.

Payment of Policy Proceeds

General. We will pay any death benefit, maturity benefit, cash surrender
value or loan proceeds within seven days after we receive the last required form
or request (and any other documents that may be required for payment of death
benefit). If we do not have information about the desired manner of payment
within 60 days after the date we receive notification of the insured person's
death, we will pay the proceeds as a single sum, normally within seven days
thereafter.

Delay of declared fixed interest account option proceeds. We have the
right, however, to defer payment or transfers of amounts out of our declared
fixed interest account option for up to six months. If we delay more than 30
days in paying you such amounts, we will pay interest of at least 3% a year from
the date we receive all items we require to make the payment.

Delay for check clearance. We reserve the right to defer payment of that
portion of your accumulation value that is attributable to a payment made by
check for a reasonable period of time (not to exceed 15 days) to allow the check
to clear the banking system.

Delay of separate account proceeds. We reserve the right to defer payment
of any death benefit, loan or other distribution that comes from that portion of
your accumulation value that is allocated to Separate Account USL VL-R, if:

. the New York Stock Exchange is closed other than customary weekend and
holiday closings, or trading on the New York Stock Exchange is
restricted;

35
<PAGE>

. an emergency exists, as a result of which disposal of securities is
not reasonably practicable or it is not reasonably practicable to
fairly determine the accumulation value; or

. the SEC by order permits the delay for the protection of owners.

Transfers and allocations of accumulation value among the investment options may
also be postponed under these circumstances. If we need to defer calculation of
separate account values for any of the foregoing reasons, all delayed
transactions will be processed at the next values that we do compute.

Delay to challenge coverage. We may challenge the validity of your
insurance Policy based on any material misstatements in your application and any
application for a change in coverage. However,

. We cannot challenge the Policy after it has been in effect, during the
insured person's lifetime, for two years from the date the Policy was
issued or restored after termination.

. We cannot challenge any Policy change that requires evidence of
insurability (such as an increase in specified amount) after the
change has been in effect for two years during the insured person's
lifetime.

. We cannot challenge an additional benefit rider that provides benefits
if the insured person becomes totally disabled, after two years from
the later of the Policy's date of issue or the date the additional
benefit rider becomes effective.

Adjustments to Death Benefit

Suicide. If the insured person commits suicide within two years after the
date on which the Policy was issued, the death benefit will be limited to the
total of all premiums that have been paid to the time of death minus any
outstanding Policy loan and any partial surrenders. If the insured person
commits suicide within two years after the effective date of an increase in
specified amount that you requested, we will pay the death benefit based on the
specified amount which was in effect before the increase, plus the monthly
insurance deductions for the increase.

Wrong age or gender. If the age or gender of the insured person was
misstated on your application for a Policy (or for any increase in benefits), we
will adjust any death benefit to be what the monthly insurance charge deducted
for the current month would have purchased based on the correct information.

Death during grace period. If the insured person dies during the Policy's
grace period, we will deduct any overdue monthly charges from the insurance
proceeds.

Additional Rights That We Have

We have the right at any time to:

36
<PAGE>

. transfer the entire balance in an investment option in accordance with
any transfer request you make that would reduce your accumulation
value for that option to below $500;

. transfer the entire balance on a pro-rata basis to any other
investment options you then are using, if the accumulation value in an
investment option is below $500 for any other reason;

. change the underlying Mutual Fund that any investment option uses or
make any new Mutual Fund available to you;

. add or delete investment options, combine two or more investment
options, or withdraw assets relating to Platinum Investor from one
investment option and put them into another;

. make any changes required to comply with the requirements of any
investment option;

. operate the separate account, or one or more investment options, in
any other form the law allows, including a form that allows us to make
direct investments. Our separate account may be charged an advisory
fee if its investments are made directly rather than through another
investment company. In that case, we may make any legal investments we
wish; or

. make other changes in the Policy that in our judgment are necessary or
appropriate to ensure that the Policy continues to qualify for tax
treatment as life insurance, or that do not reduce any cash surrender
value, death benefit, accumulation value, or other accrued rights or
benefits.

You will be notified as required by law if there are any material changes
in the underlying investments of an investment option that you are using. We
intend to comply with all applicable laws in making any changes and, if
necessary, we will seek Policy owner approval.

Performance Information

From time to time, we may quote performance information for the divisions
of the Separate Account USL VL-R in advertisements, sales literature, or reports
to owners or prospective investors.

We may quote performance information in any manner permitted under
applicable law. We may, for example, present such information as a change in a
hypothetical owner's cash value or death benefit. We also may present the yield
or total return of the division based on a hypothetical investment in a Policy.
The performance information shown may cover various periods of time, including
periods beginning with the commencement of the operations of the division or the
Mutual Fund in which it invests. The performance information shown may reflect
the deduction of one or more charges, such as the premium charge or surrender
charge, and we generally expect to exclude cost of insurance charges because of
the individual nature of these charges.

37
<PAGE>

We may compare a division's performance to that of other variable life
separate accounts or investment products, as well as to generally accepted
indices or analyses, such as those provided by research firms and rating
services. In addition, we may use performance ratings that may be reported
periodically in financial publications, such as Money Magazine, Forbes, Business
Week, Fortune, Financial Planning, and The Wall Street Journal. We also may
advertise ratings of USL's financial strength or claims-paying ability as
determined by firms that analyze and rate insurance companies and by nationally
recognized statistical rating organizations.

Performance information for any division reflects the performance of a
hypothetical Policy and is not illustrative of how actual investment performance
would affect the benefits under your Policy. You should not consider such
performance information to be an estimate or guarantee of future performance.

Our Reports to Policy Owners

Shortly after the end of each Policy year, we will mail you a report that
includes information about your Policy's current death benefit, accumulation
value, cash surrender value and policy loans. We will send you notices to
confirm premium payments, transfers and certain other Policy transactions. We
will mail to you at your last known address of record, these and any other
reports and communications required by law. You should give us prompt written
notice of any address change.

USL's Management:

The directors, executive officers, and (to the extent responsible for
variable life operations) the other principal officers of USL are listed below.

Name Business Experience Within Past Five Years
- -----------------------------------------------------------------------------

Rodney O. Martin, Jr. Director and Chairman of the Board of USL since June
1997. Chief Executive Officer of USL since March 2000.
President and CEO of American General Life Insurance
Company (August 1996-July 1998). President of American
General Life Insurance Company of New York (November
1995-August 1996). Vice President Agencies, with
Connecticut Mutual Life Insurance Company (1990-1995).

James P. Corcoran Director of USL since September 1999 and Vice Chairman
since March 2000. Partner with Cadwalader, Wickersham &
Taft, New York, New York (1995 - 1998). Partner with
Donovan, Leisure, Newton & Irvine, New York, New York
(1992- 1995).

Donald W. Britton President of USL since September 1999. Director of USL
since June 1999. Director and Vice Chairman of the
Board of American General Life Insurance Company since
April 1999. President of First Colony Life, Lynchburg,
Virginia (1996 - April 1999) and Executive Vice
President of First Colony Life (1992 - 1996).

38
<PAGE>

David J. Dietz President - Individual Insurance Operations of USL
since September 1997. Director of USL since November
1997. President of Prudential Select Life, Newark New
Jersey (August 1990 - September 1997).

William M. Keeler President - Group Insurance Operations of USL since
June 1998. President and Chief Executive Officer of
American General Indemnity Company, USLIFE Agency
Services and American General Assurance Company,
Schaumburg, Illinois since July 1998. President and
Chief Executive Officer of USLIFE Indemnity Company
(May 1995 - May 1998.)

David A. Fravel Executive Vice President of USL since September 1998
and a Director of USL since November 1997. Director and
Senior Vice President of American General Life
Insurance Company since November 1996. Elected
Executive Vice President in April, 1998. Senior Vice
President Massachusetts Mutual, Springfield, Missouri
(March 1996-June 1996); Vice President, New Business,
Connecticut Mutual Life, Hartford, Connecticut
(December 1978-March 1996).

David L. Herzog Director and Executive Vice President and Chief
Financial Officer of USL since March 2000. Vice
President of General American, St. Louis, Missouri
(June 1991 - February 2000).

John V. LaGrasse Director of USL since September 1999. Executive Vice
President and Chief Technology Officer of USL since
June 1998. Director, Senior Vice President and Chief
Systems Officer of American General Life Insurance
Company since August 1996. Elected Executive Vice
President in July, 1998. Prior thereto, Director of
Citicorp Insurance Services, Inc., Dover, Delaware
(1986-1996).

Brian D. Murphy Executive Vice President of USL since September 1999.
In April 1998 named as Senior Vice President-Insurance
Operations of American General Life Insurance Company.
Vice President-Sales, Phoenix Home Life, Hartford, CT
(January 1997-April 1998). Vice President of
Underwriting and Issue, Phoenix Home Life (July 1994-
January 1997).

Don M. Ward Executive Vice President of USL since March 2000. Named
as Senior Vice President-Variable Products-Marketing of
American General Life Insurance Company in February
1998. Vice President of Pacific Life Insurance Company,
Newport Beach, CA (1991-February 1998).

Thomas M. Zurek General Counsel of USL since December 1998. Secretary
of USL since June 1999 and Executive Vice President
since September 1999. In February 1998 named as Senior
Vice President and Deputy General Counsel of American
General Corporation. Attorney Shareholder with
Nyemaster, Goode, Voigts, West, Hansell & O'Brien, Des
Moines, Iowa (June 1992 - February 1998).

39
<PAGE>

Wayne A. Barnard Senior Vice President of USL since September 1998.
Senior Vice President of American General Life
Insurance Company since November 1997 and Vice
President since February, 1991.

Robert M. Beuerlein Senior Vice President and Chief Actuary of USL since
September 1999. Senior Vice President and Chief Actuary
of American General Life Insurance Company since
September 1999. Previously held position of Vice
President of American General Life Insurance Company
since December 1998. Director, Senior Vice President
and Chief Actuary of The Franklin Life Insurance
Company, Springfield, Illinois (January 1991 - June
1999).

Don L. Bolen Senior Vice President - Dallas Service Center of USL
since June 1999. Vice President of USL from 1990.

Felix C. Curcuru Senior Vice President-Group Actuarial and Underwriting
of USL since 1967.

Ross D. Friend Senior Vice President and Chief Compliance Officer of
USL since November 1998. In July 1998 named as Senior
Vice President and Chief Compliance Officer of American
General Life Insurance Company. Senior Vice President
and General Counsel of The Franklin Life Insurance
Company, Springfield, Illinois (August 1996 - July
1998). Attorney-in-Charge for The Prudential Insurance
Company, Jacksonville, Florida (July 1995 - August
1996). Chief Legal Officer for Confederation Life
Insurance, Atlanta, Georgia (1982 - June 1995).

William F. Guterding Senior Vice President and Chief Underwriting Officer of
USL since October of 1991.

Kevin Harty Senior Vice President and Chief Agency Officer of USL
since January 1995. Vice President of Sales for
Security Mutual Life Insurance Company, Binghamton, New
York. (January 1989 - December 1994).

Robert F. Herbert, Jr. Senior Vice President of USL since September 1998 and a
Director of USL since June 1997. Director, Senior Vice
President and Treasurer of American General Life
Insurance Company since May 1996, and Controller and
Actuary from June 1988 to May 1996.

William J. Leary Senior Vice President - Sales and Marketing of USL since June
1999. Vice President of Aetna U.S. Healthcare,
Hartford, Connecticut (1995 -1999). Vice President of
Healthnetwork, Oakbrook, Illinois (1994 - 1995).

Simon J. Leech Senior Vice President - Houston Service Center of USL
since September 1998. In July 1997 named as Senior Vice
President-Houston Service Center for American General
Life Insurance Company. Various positions with

40
<PAGE>

American General Life Insurance Company since 1981,
including Director of Policy Owners' Service Department
in 1993, and Vice President-Policy Administration in
1995.

Randy J. Marash Senior Vice President and Actuary of USL since July
1991.

Robert Stuchiner Senior Vice President - Marketing of USL since
September 1998. Chief Marketing Office of TowerMark
Brokerage Services, Inc., New York, New York (September
1990 - September 1998).

William A. Bacas Director of USL since June 1997. Partner with Bacas &
Krogmann, Attorneys at Law, Glens Falls, NY since 1972.

John R. Corcoran Director of USL since June 1997. Currently retired.
Various positions, including Vice President of Sales,
for Mutual Life of New York, New York, New York (1956 -
1996).

Patricia O. Ewers Director of USL since June 1997. President of Pace
University, New York, New York since 1990.

Thomas H. Fox Director of USL since June 1997. Director of American
General Life Insurance Company since 1995 and Director
of Swiss Re America Holding Corporation, New York, New
York since 1992.

William J. O'Hara, Jr. Director of USL since June 1997. Chief Executive
Officer of A J Tech, Vista, California since 1997.
President of William J. O'Hara, New York, New York
(1992 - 1996).

George B. Trotta Director of USL since June 1997. Currently retired.
Senior Vice President of Metropolitan Life Insurance
Company, New York, New York (1982-1995).

The principal business address of each officer listed above is our Home
Office; except that the street number for Messrs. Fravel, LaGrasse, Martin,
Herzog, Britton and Zurek is 2929 Allen Parkway, the street number for Mr.
Friend is 2727 Allen Parkway, the street address for Messrs. Herbert, Barnard,
Murphy, Beuerlein and Leech is 2727-A Allen Parkway, the street address for
Messrs. Keeler, Curcuru, Leary and Marash is 3600 Rt. 66, Neptune, New Jersey
and the street address for Mr. Bolen is 6363 Forest Park Road, Dallas, Texas
75235.

41
<PAGE>

Principal Underwriter's Management

The directors and principal officers of the principal underwriter are:

Position and Offices
with Underwriter,
Name and Principal American General
Business Address Securities Incorporated
- ----------------- -----------------------

F. Paul Kovach, Jr. Director and Chairman,
American General Securities Incorporated President and Chief Executive
2727 Allen Parkway Officer
Houston, TX 77019

Rodney O. Martin, Jr. Director and Vice Chairman
American General Life Companies
2929 Allen Parkway
Houston, TX 77019

Donald W. Britton Director
American General Life Companies
2929 Allen Parkway
Houston, TX 77019

Royce G. Imhoff, II Director
American General Life Companies
2727-A Allen Parkway
Houston, Texas 77019

Michael M. Nicholson Director
Franklin Life Insurance Company
#1 Franklin Square
Springfield, IL 62713-0001

John A. Kalbaugh Vice President -
American General Life Companies Chief Marketing Officer
2727 Allen Parkway
Houston, TX 77019

Robert M. Roth Vice President -
American General Securities Incorporated Administration and Compliance,
2727 Allen Parkway Treasurer and Secretary
Houston, TX 77019

42
<PAGE>

Julie A. Cotton Assistant Secretary
American General Life Companies
2727 Allen Parkway
Houston, TX 77019

Robert F. Herbert, Jr. Assistant Treasurer
American General Life Companies
2727-A Allen Parkway
Houston, Texas 77019

K. David Nunley Assistant Associate Tax Officer
2727-A Allen Parkway
Houston, TX 77019

Legal Matters

We are not involved in any legal proceedings that would be considered material
with respect to a Policy owner's interest in Separate Account USL VL-R.
Pauletta P. Cohn, Esquire, Deputy General Counsel of American General Life
Companies, an affiliate of USL, has opined as to the validity of the Policies.

Independent Auditors

The financial statements of USL for the years 1997, 1998 and 1999 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
appearing elsewhere in this prospectus. Such financial statements have been
included in this prospectus in reliance upon the report of Ernst & Young LLP
given upon the authority of such firm as experts in accounting and auditing.
Ernst & Young LLP is located at 99 Wood Avenue South, P.O. Box 751, Iselin, NJ
08830-0471.

Actuarial Expert

Actuarial matters have been examined by Robert M. Beuerlein, who is Senior
Vice President and Chief Actuary of USL. His opinion on actuarial matters is
filed as an exhibit to the registration statement we have filed with the SEC in
connection with the Policies.

Service Agreements

American General Life Companies ("AGLC") is party to an existing general
services agreement with USL. AGLC, an affiliate of American General Life
Insurance Company, is a corporation incorporated in Delaware on November 24,
1997. Pursuant to this agreement, AGLC provides services to USL, including most
of the administrative, data processing, systems, customer services, product
development, actuarial, auditing, accounting and legal services for USL and the
Platinum Investor Policies.

43
<PAGE>

We have entered into administrative services agreements with the advisers or
administrators for the Mutual Funds. We receive fees for the administrative
services we perform. These fees do not result in any additional charges under
the Policies that are not described under "What charges will USL deduct from my
investment in a Policy?"

Certain Potential Conflicts

The Mutual Funds sell shares to separate accounts of insurance companies, both
affiliated and not affiliated with USL. We currently do not foresee any
disadvantages to you arising out of such sales. Differences in treatment under
tax and other laws, as well as other considerations, could cause the interests
of various owners to conflict. For example, violation of the federal tax laws
by one separate account investing in the Funds could cause the contracts funded
through another separate account to lose their tax-deferred status, unless
remedial action were taken. However, each Mutual Fund has advised us that its
board of trustees (or directors) intends to monitor events to identify any
material irreconcilable conflicts that possibly may arise and to determine what
action, if any, should be taken in response. If we believe that a Fund's
response to any such event insufficiently protects our Policy owners, we will
see to it that appropriate action is taken to do so. If it becomes necessary
for any separate account to replace shares of any Mutual Fund in which it
invests, that Fund may have to liquidate securities in its portfolio on a
disadvantageous basis.

Year 2000 Considerations

As of March 10, 2000, all of our ultimate parent, American General Corporation's
("AGC") major technology systems, programs, and applications, including those
which rely on third parties, are operating smoothly following our transition
into 2000. We have experienced no interruptions to normal business operations,
including the processing of customer account data and transactions. We will
continue to monitor our technology systems, including critical third party
dependencies, as necessary to maintain our Year 2000 readiness. We do not
expect any future disruptions, if they occur, to have a material effect on the
company's results of operations, liquidity, or financial condition.

Through December 31, 1999, AGC incurred and expensed pretax costs of $98 million
related to Year 2000 readiness, including $18 million in 1999 and $65 million in
1998. In 1999, Year 2000 readiness expenses were included in division earnings.
The 1998 expenses were excluded from division earnings, consistent with the
manner in which we reviewed division results. In addition, we accelerated the
planned replacement of certain systems as part of our Year 2000 plans. The cost
of these replacement systems was immaterial. We do not anticipate incurring any
significant costs in the future to maintain Year 2000 readiness.

44
<PAGE>

FINANCIAL STATEMENTS

The financial statements of USL contained in this prospectus should be
considered to bear only upon the ability of USL to meet its obligations under
Platinum Investor Policies. They should not be considered as bearing upon the
investment experience of Separate Account USL VL-R. No financial statements of
Separate Account USL VL-R are included because, as of December 31, 1999,
Separate Account USL VL-R had not yet commenced operations and had no assets or
liabilities.

<TABLE>
<CAPTION>
Page to
Financial Statements of See in this
The United States Life Insurance Company Prospectus
in the City of New York ----------
<S> <C>
Report of Ernst & Young LLP, Independent Auditors F-1

Balance Sheets as of December 31, 1999 and 1998 F-2

Income Statements for the years ended
December 31, 1999, 1998 and 1997 F-4

Statements of Comprehensive Income for
the years ended December 31, 1999, 1998 and 1997 F-5

Statements of Shareholder's Equity for the years
ended December 31, 1999, 1998 and 1997 F-6

Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997 F-7

Notes to Financial Statements F-8
</TABLE>

<PAGE>

[LETTERHEAD OF ERNST & YOUNG APPEARS HERE]

Report of Independent Auditors

Board of Directors and Shareholder
The United States Life Insurance Company
in the City of New York

We have audited the accompanying balance sheets of The United States Life
Insurance Company in the City of New York (an indirectly wholly owned subsidiary
of American General Corporation) as of December 31, 1999 and 1998, and the
related statements of income, comprehensive income, shareholder'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 financial position of The United States Life
Insurance Company in the City of New York at December 31, 1999 and 1998, and the
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
--------------------------------
March 21, 2000 ERNST & YOUNG LLP

F-1
<PAGE>

The United States Life Insurance Company in the City of New York

Balance Sheets

<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
---------------------------
(In Thousands)
<S> <C> <C>
ASSETS
Investments:
Fixed maturity securities, at fair value
(amortized cost - $1,688,015 in 1999 and
$1,897,758 in 1998) $1,665,005 $2,047,519
Equity securities, at fair value
(cost - $673 in 1999 and $568 in 1998) 735 584
Mortgage loans on real estate 112,031 84,387
Policy loans 82,784 84,412
Investment real estate 1,556 6,101
Other long-term investments 12,948 1,385
Short-term investments 191,474 3,005
---------- ----------
Total investments 2,066,533 2,227,393

Cash 8,571 5,045
Indebtedness from affiliates 1,170 6,832
Accrued investment income 33,724 37,227
Accounts and premiums receivable 93,275 231,863
Reinsurance recoverable 629,306 620,661
Deferred policy acquisition costs 146,686 98,552
Property and equipment 4,345 4,318
Other assets 18,369 12,886
---------- ----------
Total assets $3,001,979 $3,244,777
========== ==========
</TABLE>

See accompanying notes.

F-2
<PAGE>

<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
---------------------------
(In Thousands)
<S> <C> <C>
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Future policy benefits
Life and Annuity $1,675,300 $1,729,001
Accident & Health 385,877 407,942
Other policy claims and benefits payable 117,684 116,912
Other policyholders' funds 109,832 109,130
Federal income taxes (51,159) (7,585)
Indebtedness to affiliates 1,568 1,848
Reinsurance payable 258,889 245,576
Other liabilities 108,921 118,339
---------- ----------
Total liabilities 2,606,912 2,721,163
========== ==========
Shareholder's equity:
Common stock, $2 par value, 1,980,658
shares authorized, issued, and
outstanding 3,961 3,961
Additional paid-in capital 8,361 8,361
Accumulated other comprehensive income (12,915) 53,394
Retained earnings 395,660 457,898
---------- ----------
Total shareholder's equity 395,067 523,614
---------- ----------
Total liabilities and shareholder's equity $3,001,979 $3,244,777
========== ==========
</TABLE>

See accompanying notes.

F-3
<PAGE>

The United States Life Insurance Company in the City of New York

Statements of Income

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998 1997
---------------------------------
(In Thousands)
<S> <C> <C> <C>
Revenues:
Premiums and other considerations $205,554 $594,155 $666,173
Net investment income 166,695 185,838 189,262
Net realized investment gains (losses) 4,689 (3,951) (3,116)
Other 6,330 4,901 26,576
---------------------------------
Total revenues 383,268 780,943 878,895
---------------------------------
Benefits and expenses:
Benefits 203,967 514,020 594,021
Operating costs and expenses 124,372 221,115 212,977
Loss on reinsurance settlements - 59,878 -
Litigation settlement - 30,689 -
Change in control costs - - 6,955
---------------------------------
Total benefits and expenses 328,339 825,702 813,953
---------------------------------
Income (loss) before income tax
expense (benefit) 54,929 (44,759) 64,942

Income tax expense (benefit) 19,167 (19,308) 22,700
---------------------------------
Net income (loss) $ 35,762 $(25,451) $ 42,242
=================================
</TABLE>

See accompanying notes.

F-4
<PAGE>

The United States Life Insurance Company in the City of New York

Statements of Comprehensive Income

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998 1997
---------------------------------
(In Thousands)
<S> <C> <C> <C>

Net income (loss) $ 35,762 $(25,451) $ 42,242
----------------------------------
Other comprehensive (loss) income:

Gross change in unrealized (losses) gains (162,179) 8,995 63,302
DPAC 61,197 (13,917) (16,397)
Tax (benefit) expense (35,345) (1,724) 16,417
----------------------------------
Net (loss) gain (65,637) (3,198) 30,488
----------------------------------
Less:
Gains (losses) realized in net income 5,321 (4,166) 3,911
DPAC (4,289) (85) (741)
Tax expense (benefit) 360 (1,489) 1,110
----------------------------------
Net (loss) gain 672 (2,762) 2,060
----------------------------------
Change in net unrealized (losses) gains (66,309) (436) 28,428
----------------------------------
Comprehensive (loss) income $ (30,547) $(25,887) $ 70,670
==================================
</TABLE>

See accompanying notes.

F-5
<PAGE>

The United States Life Insurance Company in the City of New York

Statements of Shareholder's Equity

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998 1997
---------------------------------
(In Thousands)
<S> <C> <C> <C>
Common stock:
Balance at beginning of year $ 3,961 $ 3,961 $ 3,961
Change during year - - -
----------------------------------
Balance at end of year 3,961 3,961 3,961
----------------------------------
Additional paid-in capital:
Balance at beginning of year 8,361 8,361 8,361
Change during year - - -
----------------------------------
Balance at end of year 8,361 8,361 8,361
----------------------------------
Accumulated other comprehensive income:
Balance at beginning of year 53,394 53,830 25,402
Change in unrealized (losses) gains on
securities (66,309) (436) 28,428
----------------------------------
Balance at end of year (12,915) 53,394 53,830
----------------------------------
Retained earnings:
Balance at beginning of year 457,898 483,349 441,107
Net income (loss) 35,762 (25,451) 42,242
Dividends paid (98,000) - -
----------------------------------
Balance at end of year 395,660 457,898 483,349
----------------------------------
Total shareholder's equity $395,067 $523,614 $549,501
==================================
</TABLE>

See accompanying notes.

F-6
<PAGE>

The United States Life Insurance Company in the City of New York

Statements of Cash Flows

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998 1997
-----------------------------------------
(In Thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 35,762 $ (25,451) $ 42,242
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Change in accounts and premiums receivable 138,588 (167,146) (6,977)
Change in future policy benefits (52,714) 174,629 82,006
Amortization of policy acquisition costs 44,123 66,331 58,583
Policy acquisition costs deferred (31,030) (62,766) (62,651)
Change in other policyholders' funds 5,927 22,573 21,783
Provision for deferred income tax expense 2,495 (45,403) (995)
Depreciation 1,294 1,327 1,100
Amortization (4,858) (1,734) (2,360)
Change in indebtedness to/from affiliates 5,382 (8,019) 3,415
Change in reinsurance balances 4,668 (321,733) (9,492)
Net (gain) loss on sale of investments (4,689) 3,951 3,116
Other, net (21,051) 118,537 39,806
-----------------------------------------
Net cash provided by (used in) operating
activities 123,897 (244,904) 169,576
-----------------------------------------
INVESTING ACTIVITIES
Purchases of investments and loans made (4,284,385) (2,833,731) (2,407,890)
Sales or maturities of investments and
receipts from repayment of loans 4,286,356 3,183,379 2,507,408
Sales and purchases of property, equipment, and
software, net (1,290) (3,674) 274
-----------------------------------------
Net cash provided by investing activities 681 345,974 99,792
-----------------------------------------
FINANCING ACTIVITIES
Policyholder account deposits 138,580 131,386 135,668
Policyholder account withdrawals (161,632) (232,245) (407,383)
Dividends paid (98,000) - -
-----------------------------------------
Net cash (used in) financing activities (121,052) (100,859) (271,715)
-----------------------------------------
Increase (decrease) in cash 3,526 211 (2,347)
Cash at beginning of year 5,045 4,834 7,181
-----------------------------------------
Cash at end of year $ 8,571 $ 5,045 $ 4,834
=========================================
</TABLE>

Interest paid amounted to approximately $0.4 million and $5.3 million in 1999
and 1998, respectively. There was no interest paid in 1997.

See accompanying notes.

F-7
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements

December 31, 1999

NATURE OF OPERATIONS

The United States Life Insurance Company in the City of New York (the "Company")
is domiciled in the State of New York. The Company is a wholly owned subsidiary
of USLIFE Corporation. Through the acquisition of USLIFE Corporation by American
General Corporation (the "Parent Company") on June 17, 1997, American General
Corporation became the ultimate parent of the Company.

The Company offers a broad portfolio of individual life and annuity products as
well as group and credit insurance.

The individual life line of business includes universal life, level term, whole
life and interest sensitive whole life as well as annuities. These individual
and annuity products are sold primarily to affluent markets, generally through
independent general agencies and producers as well as financial institutions.
The Company also provides products for preferred international markets and other
target markets through lower cost distribution channels.

Group insurance products include group life, accidental death & dismemberment
("AD&D"), dental, vision and disability coverage and are sold through
independent general agents and producers as well as third party administrators.
These products are marketed nationwide to employers, professional and affinity
associations. The Company also offers managed care medical products to small
employers in four states (New York, New Jersey, Colorado and Illinois).

1. ACCOUNTING POLICIES

1.1 PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with generally
accepted accounting principles ("GAAP"). Transactions with the Parent Company
and other subsidiaries of the Parent Company are not eliminated from the
financial statements of the Company.

The preparation of financial statements requires management to make estimates
and assumptions that affect amounts reported in the financial statements and
disclosures of contingent assets and liabilities. Ultimate results could differ
from those estimates.

1.2 INSURANCE CONTRACTS

The insurance contracts accounted for in these financial statements include both
long-duration and short-duration contracts.

Long-duration contracts include traditional whole life, endowment, guaranteed
renewable term life, universal life, limited payment, and investment contracts.
Long-duration

F-8
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

1. ACCOUNTING POLICIES (CONTINUED)

1.2 INSURANCE CONTRACTS (CONTINUED)

contracts generally require the performance of various functions and services
over a period of more than one year.

Short-duration contracts include group major medical, dental, term life, AD&D,
excess major medical, hospital indemnity and long-term and short-term disability
policies. Short-term contracts generally require the performance of various
functions and services over a period of one year or less.

The contract provisions generally cannot be changed or canceled by the insurer
during the contract period; however, most new contracts written by the Company
allow the insurer to revise certain elements used in determining premium rates
or policy benefits, subject to guarantees stated in the contracts.

1.3 INVESTMENTS

FIXED MATURITY AND EQUITY SECURITIES

All fixed maturity and equity securities were classified as available-for-sale
and recorded at fair value at December 31, 1999, 1998 and 1997. After adjusting
related balance sheet accounts as if the unrealized gains (losses) had been
realized, the net adjustment is recorded in accumulated other comprehensive
income within shareholders' equity. If the fair value of a security classified
as available-for-sale declines below its cost and this decline is considered to
be other than temporary, the security is reduced to its fair value, and the
reduction is recorded as a realized loss.

MORTGAGE LOANS

Mortgage loans are reported at amortized cost, net of an allowance for losses.
The allowance for losses covers all non-performing loans and loans for which
management has a concern based on its assessment of risk factors, such as
potential non-payment or non-monetary default. The allowance is based on a loan-
specific review and a formula that reflects past results and current trends.

Loans for which the Company determines that collection of all amounts due under
the contractual terms is not probable are considered to be impaired. The Company
generally looks to the underlying collateral for repayment of impaired loans.
Therefore, impaired loans are considered to be collateral dependent and are
reported at the lower of amortized cost or fair value of the underlying
collateral, less estimated cost to sell.

F-9
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

1. ACCOUNTING POLICIES (CONTINUED)

1.3 INVESTMENTS (CONTINUED)

POLICY LOANS

Policy loans are reported at unpaid principal balance.

INVESTMENT REAL ESTATE

Investment real estate is classified as held for investment or available for
sale, based on management's intent. Real estate held for investment is carried
at cost, less accumulated depreciation and impairment write-downs. Real estate
available for sale is carried at the lower of cost (less accumulated
depreciation, if applicable) or fair value less cost to sell.

INVESTMENT INCOME

Interest on fixed maturity securities and performing and restructured mortgage
loans is recorded as income when earned and is adjusted for any amortization of
premium or discount. Interest on delinquent mortgage loans is recorded as income
when received. Dividends are recorded as income on ex-dividend dates.

REALIZED INVESTMENT GAINS

Realized investment gains (losses) are recognized using the specific-
identification method.

1.4 DEFERRED POLICY ACQUISITION COSTS ("DPAC")

Certain costs of writing an insurance policy, including commissions,
underwriting, and marketing expenses, are deferred and reported as DPAC.

DPAC associated with interest-sensitive life contracts is charged to expense in
relation to the estimated gross profits of those contracts. DPAC associated with
insurance investment contracts is effectively charged off over the period ending
one year beyond the surrender charge period. DPAC associated with all other
insurance contracts is charged to expense over the premium-paying period or as
the premiums are earned over the life of the contract.

DPAC associated with interest-sensitive life contracts is adjusted for the
impact on estimated future gross profits as if net unrealized gains (losses) on
securities had been realized at the balance sheet date. The impact of this
adjustment is included in accumulated other comprehensive income within
shareholder's equity.

The Company reviews the carrying amount of DPAC on at least an annual basis.
Management considers estimated future gross profits or future premiums, future
lapse

F-10
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

1. ACCOUNTING POLICIES (CONTINUED)

1.4 DEFERRED POLICY ACQUISITION COSTS ("DPAC") (CONTINUED)

rates, expected mortality/morbidity, interest earned and credited rates,
persistency, and expenses in determining whether the carrying amount is
recoverable.

1.5 PREMIUM RECOGNITION

Most receipts for annuities and interest-sensitive life insurance policies are
classified as deposits instead of revenue. Revenues for these contracts consist
of mortality, expense, and surrender charges. Policy charges that compensate the
Company for future services are deferred and recognized in income over the
period earned, using the same assumptions used to amortize DPAC (see Note 1.4).
For all other contracts, premiums are recognized when due.

1.6 POLICY AND CONTRACT CLAIMS RESERVES

The Company's insurance and annuity liabilities relate to both long-duration and
short-duration contracts. The contracts normally cannot be changed or canceled
by the Company during the contract period.

For long-duration contracts such as interest-sensitive life and insurance
investment contracts, reserves equal the sum of the policy account balance and
deferred revenue charges. Reserves for other long-duration contracts are based
on estimates of the cost of future policy benefits. Reserves are determined
using the net level premium method. Interest assumptions used to compute
reserves ranged from 2.2% to 11.25% at December 31, 1999.

Short-duration contracts are rated based on attained age and are guaranteed
issue and thus not subject to the normal wear-off mortality/morbidity patterns.
No policy reserves other than unearned premium reserves are held. The unearned
premium reserve is based on gross premium and is calculated on a pro rata basis.

Incurred but not reported claim reserves are based upon patterns demonstrated
through run-out studies. Reserves for open long-term disability claims are based
on the 1985 Commissioner Disability Tables, modified for company experience. The
interest rate assumption varies by year of incurral, but averages 6.95%.

Waiver of premium reserves for life insurance are based on the 1970 Krieger
table, modified for company experience. The interest rate used is 6%.

F-11
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

1. ACCOUNTING POLICIES (CONTINUED)

1.7 REINSURANCE

The Company limits its exposure to loss on any single insured to $1.5 million by
ceding additional risks through reinsurance contracts with other insurers. The
Company diversifies its risk of reinsurance loss by using a number of reinsurers
that have strong claims-paying ability ratings. The Company remains obligated
for amounts ceded in the event that the reinsurers do not meet their
obligations.

A recoverable is recorded for the portion of benefits paid and insurance
liabilities that have been reinsured. The cost of reinsurance is recognized over
the life of the reinsured policies using assumptions consistent with those used
to account for the underlying policies.

Benefits paid and future policy benefits related to ceded insurance contracts
are recorded as reinsurance recoverables. The cost of reinsurance is recognized
over the life of the underlying reinsured policies using assumptions consistent
with those used to account for the underlying policies.

1.8 PARTICIPATING POLICY CONTRACTS

Participating life insurance accounted for approximately 38.7%, 36.7%, and 33.2%
of individual life insurance in force at December 31, 1999, 1998 and 1997
respectively.

The portion of earnings allocated to participating policyholders that cannot be
expected to inure to shareholders is excluded from net income and shareholder's
equity. Dividends to be paid on participating life insurance contracts are
determined annually based on estimates of the contracts' earnings. Policyholder
dividends were $2.2 million, $2.4 million and $2.6 million in 1999, 1998 and
1997 respectively.

1.9 INCOME TAXES

The Company was acquired by American General Corporation on June 17, 1997.
Following the acquisition, the Company will file a separate life company federal
income tax return for five years.

Deferred tax assets and liabilities are established for temporary differences
between the financial reporting basis and the tax basis of assets and
liabilities, at the enacted tax rates expected to be in effect when the
temporary differences reverse. The effect of a tax rate change is recognized in
income in the period of enactment.

A valuation allowance for deferred tax assets is provided if it is more likely
than not that some portion of the deferred tax asset will not be realized. An
increase or decrease in a

F-12
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

1. ACCOUNTING POLICIES (CONTINUED)

1.9 INCOME TAXES (CONTINUED)

valuation allowance that results from a change in circumstances that causes a
change in judgment about the realizability of the related deferred tax asset is
included in income. Changes related to fluctuations in fair value of available-
for-sale securities are included in accumulated other comprehensive income in
shareholder's equity.

1.10 CHANGES IN ACCOUNTING AND REPORTING STANDARDS

In June 1998, the Financial Accounting Standards Board issued SFAS 133,
Accounting for Derivative Instruments and Hedging Activities, which requires all
derivative instruments to be recognized at fair value as either assets or
liabilities in the balance sheet. Changes in the fair value of a derivative
instrument are to be reported as earnings or other comprehensive income,
depending upon the intended use of the derivative instrument. This statement is
effective for fiscal years beginning after June 15, 2000. Adoption of SFAS 133
is not expected to have a material impact on the Company's results of operations
or financial position.

2. INVESTMENTS

2.1 INVESTMENT INCOME

Investment income by type of investment was as follows:

<TABLE>
<S> <C> <C> <C>
1999 1998 1997
---------------------------------------------
(In Thousands)
Investment income:
Fixed maturities $145,074 $176,449 $176,714
Equity securities 49 49 49
Mortgage loans on real estate 7,750 5,766 7,277
Investment real estate 744 1,556 1,365
Policy loans 5,468 5,521 5,683
Other long-term investments 2,852 310 652
Short-term investments 8,307 2,742 1,280
Investment income from affiliates 370 57 -
---------------------------------------------
Gross investment income 170,614 192,450 193,020
Investment expenses 3,919 6,612 3,758
---------------------------------------------
Net investment income $166,695 $185,838 $189,262
=============================================
</TABLE>

F-13
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

2. INVESTMENTS (CONTINUED)

2.2 NET REALIZED INVESTMENT GAINS (LOSSES)

Realized gains (losses) by type of investment were as follows:

<TABLE>
<S> <C> <C> <C>
1999 1998 1997
------------------------------------------------
(In Thousands)
Fixed maturities:
Gross gains $14,211 $ 2,860 $ 6,704
Gross losses (8,879) (7,111) (3,534)
------------------------------------------------
Total fixed maturities 5,332 (4,251) 3,170
Other investments (643) 300 (6,286)
------------------------------------------------
Net realized investment gains
(losses) before tax 4,689 (3,951) (3,116)
Income tax expense (benefit) 1,641 (1,383) (1,090)
------------------------------------------------
Net realized investment gains
(losses) after tax $ 3,048 $(2,568) $(2,026)
================================================
</TABLE>

2.3 FIXED MATURITY AND EQUITY SECURITIES

All fixed maturity and equity securities are classified as available-for-sale
and reported at fair value (see Note 1.3). Amortized cost and fair value at
December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
-------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
DECEMBER 31, 1999
Fixed maturity securities:
Corporate securities:
Investment-grade $1,422,946 $21,597 $(37,943) $1,406,600
Below investment-grade 100,502 1,240 (8,904) 92,838
Mortgage-backed securities* 111,666 256 (1,067) 110,855
U.S. government obligations 8,699 535 (79) 9,155
Foreign governments 36,839 1,447 (77) 38,209
State and political subdivisions 4,466 - (161) 4,305
Redeemable preferred stocks 2,897 159 (13) 3,043
-------------------------------------------------------------
Total fixed maturity
securities $ 1,688,015 $25,234 $(48,244) $1,665,005
=============================================================
Equity securities $ 673 $ 62 $ - $ 735
=============================================================
</TABLE>

F-14
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

2. INVESTMENTS (CONTINUED)

2.3 FIXED MATURITY AND EQUITY SECURITIES (CONTINUED)

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
-----------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
DECEMBER 31, 1998
Fixed maturity securities:
Corporate securities:
Investment-grade $1,626,339 $ 131,810 $ (1,684) $1,756,465
Below investment-grade 112,767 3,415 (1,173) 115,009
Mortgage-backed securities* 50,036 912 -- 50,948
U.S. government obligations 19,968 4,238 -- 24,206
Foreign governments 79,794 11,944 -- 91,738
State and political subdivisions 6,469 139 -- 6,608
Redeemable preferred stock 2,385 160 -- 2,545
-----------------------------------------------------
Total fixed maturity securities $1,897,758 $ 152,618 $ (2,857) $2,047,519
=====================================================
Equity securities $ 568 $ 25 $ (9) $ 584
=====================================================
</TABLE>

* Primarily include pass-through securities guaranteed by the U.S. government
and government agencies for both December 31, 1999 and 1998.

F-15
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

2. INVESTMENTS (CONTINUED)

2.3 FIXED MATURITY AND EQUITY SECURITIES (CONTINUED)

Net unrealized gains (losses) on securities included in accumulated
comprehensive income in shareholders' equity at December 31 were as follows:

<TABLE>
<CAPTION>
1999 1998
------------------------
(In Thousands)
<S> <C> <C>
Gross unrealized gains $ 25,296 $ 152,643
Gross unrealized losses (48,244) (2,866)
DPAC and other fair value adjustments 3,079 (67,632)
Deferred federal income taxes 6,954 (28,751)
------------------------
Net unrealized gains on securities $ (12,915) $ 53,394
========================
</TABLE>

The contractual maturities of fixed maturity securities at December 31, 1999 and
1998 were as follows:

<TABLE>
<CAPTION>
1999 1998
---------------------------------------------------
Amortized Market Amortized Market
Cost Value Cost Value
---------------------------------------------------
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Fixed maturity securities, excluding
mortgage-backed securities:
Due in one year or less $168,709 $ 168,912 $ 193,010 $ 196,606
Due after one year through five years 346,556 348,443 551,151 579,964
Due after five years through ten years 421,727 409,119 357,288 382,038
Due after ten years 639,357 627,676 746,273 837,963
Mortgage-backed securities 111,666 110,855 50,036 50,948
---------------------------------------------------
Total fixed maturity securities $1,688,015 $1,665,005 $1,897,758 $2,047,519
===================================================
</TABLE>

Actual maturities may differ from contractual maturities, since borrowers may
have the right to call or prepay obligations. In addition, corporate
requirements and investment strategies may result in the sale of investments
before maturity. Proceeds from sales of fixed maturities were $779.4 million,
$587.3 million, and $576.2 million during 1999, 1998, and 1997 respectively.

F-16
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

2. INVESTMENTS (CONTINUED)

2.4 INVESTMENT SUMMARY

Investments of the Company were as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------------------------------------------------------------------------
CARRYING CARRYING
COST FAIR VALUE AMOUNT COST FAIR VALUE AMOUNT
----------------------------------------------------------------------------------
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Fixed maturities:
Bonds:
United States government and
government agencies and authorities $ 8,699 $ 9,155 $ 9,155 $ 19,968 $ 24,206 $ 24,206
States, municipalities, and political
subdivisions 4,466 4,305 4,305 6,469 6,608 6,608
Foreign governments 36,839 38,209 38,209 79,794 91,738 91,738
Pub Public utilities 189,957 189,115 189,115 320,947 345,320 345,320
Mortgage-backed securities 111,666 110,855 110,855 50,036 50,948 50,948
All other corporate bonds 1,333,491 1,310,323 1,310,323 1,418,159 1,526,154 1,526,154
Redeemable preferred stocks 2,897 3,043 3,043 2,385 2,545 2,545
----------------------------------------------------------------------------------
Total fixed maturities 1,688,015 1,665,005 1,665,005 1,897,758 2,047,519 2,047,519

Equity securities:
Nonredeemable preferred stocks 568 575 575 568 584 584
Common stocks 105 160 160 - - -
-----------------------------------------------------------------------------------
Total fixed maturities and equity
securities 1,688,688 $1,665,740 1,665,740 1,898,326 $2,048,103 2,048,103
---------- ----------
Mortgage loans on real estate* 112,031 112,031 84,387 84,387
Investment real estate 1,556 1,556 6,101 6,101
Policy loans 82,784 82,784 84,412 84,412
Other long-term investments 12,948 12,948 1,385 1,385
Short-term investments** 191,474 191,474 3,005 3,005
---------- ----------------------- ----------
Total investments $2,089,481 $2,066,533 $2,077,616 $2,227,393
========== ======================= ==========
</TABLE>

* Amount is net of allowance for losses of $0.6 million and $5 million at
December 31, 1999 and 1998, respectively.

** Includes $125 million on deposit to satisfy regulatory requirements at
December 31, 1999. There were no short-term investments on deposit at
December 31, 1998.

F-17
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

3. DEFERRED POLICY ACQUISITION COSTS

The balance of DPAC at December 31 and the components of the change reported in
operating costs and expenses for the years then ended were as follows:

<TABLE>

1999 1998 1997
--------------------------------
(In Thousands)
<S> <C> <C> <C>
Balance at January 1 $ 98,552 $185,243 $197,572
Capitalization 31,030 62,766 62,651
Amortization (44,123) (66,331) (58,583)
Effect of unrealized gains and losses
on securities 65,486 (13,832) (15,656)
Effect of realized gains and losses (4,289) (85) (741)
Reinsurance transfer 30 (69,209) -
--------------------------------
Balance at December 31 $146,686 $ 98,552 $185,243
================================
</TABLE>

4. FEDERAL INCOME TAXES

4.1 TAX LIABILITIES

Income tax liabilities were as follows:

<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
---------------------
(In Thousands)
<S> <C> <C>
Current tax (recoverable) payable $ (4,156) $ 6,208
Deferred tax (assets) liabilities, applicable to:
Net income (40,049) (42,544)
Net unrealized investment (losses) gains (6,954) 28,751
---------------------
Total net deferred tax (assets) (47,003) (13,793)
---------------------
Total current and deferred tax (assets) liabilities $(51,159) $ (7,585)
---------------------
</TABLE>

F-18
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

4. FEDERAL INCOME TAXES (CONTINUED)

4.1 TAX LIABILITIES (CONTINUED)

Components of deferred tax liabilities and assets at December 31 were as
follows:

<TABLE>
<CAPTION>
December 31
1999 1998
---------------------
(In Thousands)
<S> <C> <C>
Deferred tax liabilities applicable to:
Deferred policy acquisition costs $ 49,455 $ 32,544
Basis differential of investments (5,380) 54,056
Other (10,225) 8,619
---------------------
Total deferred tax liabilities 33,850 95,219

Deferred tax assets applicable to:
Policy reserves (51,387) (56,269)
Other (29,466) (52,743)
---------------------
Total deferred tax assets (80,853) (109,012)
---------------------
Net deferred tax (assets) liabilities $(47,003) $ (13,793)
=====================
</TABLE>

A portion of life insurance income earned prior to 1984 is not taxable unless it
exceeds certain statutory limitations or is distributed as dividends. Such
income, accumulated in policyholders' surplus accounts, totaled $37.8 million at
December 31, 1999 and 1998.

At current corporate rates, the maximum amount of tax on such income is
approximately $13.2 million. Deferred taxes on these accumulations are not
required because no distributions are expected.

F-19
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

4. FEDERAL INCOME TAXES (CONTINUED)

4.2 TAX EXPENSE

Components of income tax expense (benefit) for the years were as follows:

<TABLE>
<CAPTION>
1999 1998 1997
-------------------------------
(In Thousands)
<S> <C> <C> <C>
Current tax expense $16,672 $ 26,095 $ 23,695
Deferred tax expense (benefit):
Deferred policy acquisition cost 4,412 2,673 749
Policy reserves (1,947) (12,552) 3,160
Basis differential of investments (1,070) 132 (3,168)
Litigation settlement - (10,272) -
Reinsurance transaction - (22,133) -
Other, net 1,100 (3,251) (1,736)
-------------------------------
Total deferred tax expense (benefit) 2,495 (45,403) (995)
-------------------------------
Income tax expense (benefit) $19,167 $(19,308) $22,700
===============================
</TABLE>

A reconciliation between the income tax expense computed by applying the federal
income tax rate (35%) to income before taxes and the income tax expense reported
in the financial statement is presented below.

<TABLE>
<CAPTION>
1999 1998 1997
-------------------------------
(In Thousands)
<S> <C> <C> <C>
Income tax at statutory percentage of GAAP pretax income $19,225 $(15,666) $22,730
Tax-exempt investment income (131) (121) (134)
Other 73 (3,521) 104
-------------------------------
Income tax expense (benefit) $19,167 $(19,308) $22,700
===============================
</TABLE>

F-20
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

4. FEDERAL INCOME TAXES (CONTINUED)

4.3 TAXES PAID

Income taxes paid amounted to approximately $27.0 million, $20.5 million, and
$17.2 million in 1999, 1998, and 1997, respectively.

4.4 TAX RETURN EXAMINATIONS

The Internal Revenue Service ("IRS") has completed examinations of the Company's
tax returns through 1994. The IRS will initiate an audit of the 1995 through
June 17,1997 tax returns during 2000.

5. TRANSACTIONS WITH AFFILIATES

American General Corporation and certain affiliated companies provide services
to the Company, principally data processing, investment management, professional
and administrative services. During 1999, 1998 and 1997, the Company incurred
$28.8 million, $25.3 million and $20.5 million, respectively, for these
services. In addition, the Company provides services to certain affiliated
companies. During 1999, 1998 and 1997, the Company was reimbursed $4.3 million,
$3.5 million and $6.1 million, respectively, for these services.

The Company periodically borrows funds from the Parent Company under an
intercompany short-term borrowing agreement entered into during 1997. These
borrowings are on demand and are unsecured. Interest is charged on the average
borrowing based on the commercial paper rate. At December 31, 1999, no amounts
were outstanding under the borrowing agreement.

Affiliated accounts receivable were $1.2 million and $6.8 million in 1999 and
1998, respectively.

Following regulatory approval from the necessary authorities, the Company
reinsured 49% of its credit life and credit accident and health business to
American General Assurance Company, an affiliate, effective January 1, 1998.
This transaction resulted in the cession of approximately 218,000 life policies
representing $379.5 million of insurance in-force and approximately 41,000 A&H
policies. Assets of approximately $10 million were transferred, which resulted
in a pretax loss of approximately $4 million.

Following regulatory approval from the necessary authorities, the Company also
reinsured 49% of its New York and 100% of its non-New York group life (excluding
permanent policies), group accident and health, and individual accident and
health business to American General Assurance Company effective October 1, 1998.
This transaction resulted in the cession of approximately 21,000 life policies
representing

F-21
<PAGE>

5. TRANSACTIONS WITH AFFILIATES (CONTINUED)

$32.6 billion of insurance in-force and approximately 24,000 A&H policies.
Assets of approximately $254 million were transferred. The Company received a
$13 million ceding commission on this transaction, which resulted in a pretax
loss of approximately $56 million.

The losses on these transactions resulted from the pricing of the business to
yield a competitive market return.

Amounts recoverable of $485 million and $400 million and amounts payable of $109
million and $106 million, relating to this affiliated reinsurance, are included
under the captions "Reinsurance recoverable" and "Reinsurance payable" in the
balance sheets at December 31, 1999 and 1998, respectively.

6. ACCIDENT AND HEALTH RESERVES

Activity in the liability for unpaid claims and claim adjustment expenses for
the Company's accident and health coverage is summarized as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998 1997
------------------------------
(In Thousands)
<S> <C> <C> <C>
Balance as of January 1, net of reinsurance recoverable $19,782 $ 85,974 $ 72,744
------------------------------
Reinsurance settlements (1) - (43,736) -
------------------------------
Add: Incurred losses (2) 37,496 179,158 263,015
------------------------------
Deduct: Paid losses related to:
Current year 16,313 78,575 82,470
Prior years 20,366 123,039 167,315
------------------------------
Total paid losses 36,679 201,614 249,785
------------------------------
Balance as of December 31, net of reinsurance recoverable 20,599 19,782 85,974
Reinsurance recoverable 45,019 45,419 1,413
------------------------------
Balance as of December 31, gross of reinsurance recoverable $65,618 $ 65,201 $ 87,387
==============================
</TABLE>

(1) See Note 5.
(2) Substantially all of the Company's incurred claims and claim adjustment
expenses relate to the respective current year.

F-22
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

6. ACCIDENT AND HEALTH RESERVES (CONTINUED)

The liability for unpaid claims and claim adjustment expenses relating to the
Company's accident and health business is based on the estimated amount payable
on claims reported prior to the date of the balance sheets which have not yet
been settled: claims reported subsequent to the date of the balance sheets which
have been incurred during the period than ended, and an estimate (based on past
experience) of incurred but unreported claims relating to such periods.

7. BENEFIT PLANS

7.1 PENSION PLANS

The Company has non-contributory defined benefit pension plans covering most
employees. Pension benefits are based on the participant's compensation and
length of credited service.

Equity and fixed maturity securities were 71% and 26%, respectively, of the
plans' assets at the plans' most recent balance sheet dates. Additionally, 1% of
plan assets were invested in general investment accounts of the Parent Company's
subsidiaries through deposit administration insurance contracts.

The benefit plans have purchased annuity contracts from American General
Corporation's subsidiaries to provide benefits for certain retirees. These
contracts are expected to provide future annual benefits to certain retirees of
American General Corporation and its subsidiaries of approximately $59 million.

The components of pension expense and underlying assumptions were as follows:

<TABLE>
<CAPTION>
1999 1998 1997
-----------------------------
(In Thousands)
<S> <C> <C> <C>
Service cost (benefits earned) $ 1,050 $ 193 $ 1,065
Interest cost 2,159 1,205 2,593
Expected return on plan assets (2,864) (1,714) (3,331)
Amortization (424) (309) (418)
-----------------------------
Pension (income) expense $ (79) $ (625) $ (91)
=============================
Discount rate on benefit obligation 7.75% 7.00% 7.25%
Rate of increase in compensation levels 4.25% 4.25% 4.00%
Expected long-term rate of return on plan assets 10.35% 10.25% 10.00%
</TABLE>

F-23
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

7.1 PENSION PLANS (CONTINUED)

The Company's funding policy is to contribute annually no more than the maximum
deductible for federal income tax purposes. The funded status of the plans and
the prepaid pension expense included in other assets at December 31 were as
follows:

<TABLE>
<CAPTION>
1999 1998
-------------------
(In Thousands)
<S> <C> <C>
Projected benefit obligation (PBO) $29,314 $18,022
Plan assets at fair value 29,789 18,110
-------------------
Plan assets at fair value in excess of PBO 475 88
Other unrecognized items, net 140 (198)
-------------------
Prepaid (accrued) pension expense $ 615 $ (110)
===================
</TABLE>

The change in PBO was as follows:

<TABLE>
<CAPTION>
1999 1998
-------------------
(In Thousands)
<S> <C> <C>
PBO at January 1 $18,022 $26,337
Service and interest costs 3,208 1,398
Benefits paid (1,419) (915)
Actuarial (gain) loss (282) 638
Transfers and other 9,785 (9,436)
-------------------
PBO at December 31 $29,314 $18,022
===================
</TABLE>

The change in the fair value of plan assets was as follows:

<TABLE>
<CAPTION>
1999 1998
-------------------
(In Thousands)
<S> <C> <C>
Fair value of plan assets at January 1 $18,110 $23,757
Actual return on plan assets 3,217 1,175
Benefits paid (1,419) (915)
Transfers 9,881 (5,907)
-------------------
Fair value of plan assets at December 31 $29,789 $18,110
===================
</TABLE>

F-24
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

7. BENEFIT PLANS (CONTINUED)

7.2 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company has life, medical, supplemental major medical, and dental plans for
certain retired employees and agents. Most plans are contributory, with retiree
contributions adjusted annually to limit employer contributions to predetermined
amounts. The Company has reserved the right to change or eliminate these
benefits at any time.

The life plans are insured through December 31, 1999. A portion of the retiree
medical and dental plans is funded through a voluntary employees' beneficiary
association (VEBA); the remainder is unfunded and self-insured. All of the
retiree medical and dental plans' assets held in the VEBA were invested in
readily marketable securities at its most recent balance sheet date.

Postretirement benefit expense (benefit) in 1999, 1998, and 1997 was $(574)
thousand, $(290) thousand, and $(43) thousand, respectively. The accrued
liability for postretirement benefits was $5.5 million and $3.7 million at
December 31, 1999 and 1998, respectively. These liabilities were discounted at
the same rates used for the pension plans.

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

Carrying amounts and fair values for certain of the Company's financial
instruments at December 31 are presented below. Care should be exercised in
drawing conclusions based on fair value, since (1) the fair values presented do
not include the value associated with all the Company's assets and liabilities,
and (2) the reporting of investments at fair value without a corresponding
evaluation of related policyholders liabilities can be misinterpreted.

<TABLE>
<CAPTION>
1999 1998
-----------------------------------------
FAIR CARRYING FAIR CARRYING
VALUE AMOUNT VALUE AMOUNT
-----------------------------------------
(In Millions) (In Millions)
<S> <C> <C> <C> <C>
Assets:
Fixed maturity and equity
securities $1,666 $1,666 $2,048 $2,048
Mortgage loans on real estate $ 106 $ 112 $ 91 $ 84
Policy loans $ 83 $ 83 $ 84 $ 84
Indebtedness from affiliates $ 1 $ 1 $ 7 $ 7
Liabilities:
Insurance investment contracts $ 447 $ 458 $ 541 $ 560
</TABLE>

F-25
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

8. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The following methods and assumptions were used to estimate the fair value of
financial instruments:

FIXED MATURITY AND EQUITY SECURITIES

Fair values of fixed maturity and equity securities were based on quoted
market prices, where available. For investments not actively traded, fair
values were estimated using values obtained from independent pricing
services or, in the case of some private placements, by discounting
expected future cash flows using a current market rate applicable to yield,
credit quality, and average life of investments.

MORTGAGE LOANS ON REAL ESTATE

Fair value of mortgage loans was estimated primarily using discounted cash
flows, based on contractual maturities and risk-adjusted discount rates.

POLICY LOANS

Fair value of policy loans was estimated using discounted cash flows and
actuarially determined assumptions, incorporating market rates.

INDEBTEDNESS FROM AFFILIATES

Indebtedness from affiliates is composed of accounts receivable from
affiliates. Due to the short-term nature of accounts receivable, fair value
is assumed to equal carrying value.

INSURANCE INVESTMENT CONTRACTS

Fair value of insurance investment contracts was estimated using cash flows
discounted at market interest rates.

F-26
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

9. STATUTORY FINANCIAL INFORMATION; DIVIDEND PAYING CAPABILITY

The Company's statutory basis financial statements are prepared in accordance
with accounting practices prescribed or permitted by the State of New York
Insurance Department. "Prescribed" statutory accounting practices include state
laws, regulations and general administrative rules, as well as a variety of
publications by the NAIC. "Permitted" statutory accounting practices encompass
all accounting practices that are not prescribed; such practices may differ from
state to state, from company to company within a state, and may change in the
future. There were no material permitted practices utilized by the Company in
1999, 1998 or 1997.

In 1998, the NAIC adopted codified statutory accounting principles
("Codification"), which will become effective January 1, 2001. Codification will
likely change, to some extent, prescribed accounting practices and may result in
changes to the accounting practices that the Company uses to prepare its
statutory financial statements. Codification will require adoption by the
various states before it becomes the prescribed statutory basis of accounting
for insurance companies domesticated within those states. Accordingly, before
Codification becomes effective for the Company, the State of New York must adopt
Codification as the prescribed basis of accounting on which domestic insurers
must report their statutory basis results to the Insurance Department. At this
time, the State of New York has informed the insurance industry of its intention
to proceed with implementation of the new Codification rules, subject to any
provisions in New York statute which conflict with particular points in the new
Codification rules.

Policyholder's surplus and net income, as reported to the domiciliary state
insurance department in accordance with its prescribed or permitted statutory
accounting practices is summarized as follows:

<TABLE>
<CAPTION>
1999 1998 1997
---------------------------------
(In Thousands)
<S> <C> <C> <C>
Statutory net income for the year $ 48,003 $ 31,151 $ 24,961
Statutory surplus at year-end $146,841 $212,130 $218,111
</TABLE>

Statutory accounting practices require acquisition costs on new business
(including commissions and underwriting and issue costs) to be charged to
expense when incurred. Regulatory net income includes income (loss) attributed
to participating policyholders of $(2.0) million, $(6.0) million and $(6.8)
million in 1999, 1998 and 1997, respectively, with the 1999, 1998 and 1997
losses primarily a result of higher levels of sales of participating term
insurance products. Regulatory equity capital includes capital attributed to
participating policyholders of $(45.4) million, $(37.0) million and $(24.9)
million at December 31, 1999, 1998 and 1997 respectively. Capital attributed to
participating policyholders is not available for payment of dividends to
shareholders.

F-27
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

9. STATUTORY FINANCIAL INFORMATION; DIVIDEND PAYING CAPABILITY (CONTINUED)

The Company is subject to New York Business Corporation Law, which imposes
restrictions on shareholder dividends. In addition, New York State Insurance Law
requires that no dividend may be declared without prior approval of the State of
New York Insurance Department. New York Law also states that no New York
domiciled company shall declare or distribute dividends to shareholders which
exceeds the lesser of: (1) 10% of surplus as regards policyholders or (2) 100%
of adjusted net investment income, unless the superintendent approves a greater
dividend payment. The Company paid $98 million in dividends in 1999. The Company
did not pay any dividends in 1998 or 1997.

10. LEASES

The Company has various leases, substantially all of which are for office space
and facilities. At December 31, 1999 the future minimum rental commitments under
all of the Company's noncancellable leases were as follows:

<TABLE>
<CAPTION>
YEAR ENDED OFFICE
DECEMBER 31 SPACE EQUIPMENT TOTAL
------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C>
2000 $ 4,975 $59 $ 5,034
2001 4,742 - 4,742
2002 4,540 - 4,540
2003 4,392 - 4,392
2004 1,781 - 1,781
Thereafter 3,561 - 3,561
------------------------------------
Total $23,991 $59 $24,050
====================================
</TABLE>

Rent expense incurred in 1999, 1998 and 1997 was $4.7 million, $4.6 million and
$3.6 million, respectively.

11. COMMITMENTS AND CONTINGENCIES

In recent years, various life insurance companies have been named as defendants
in class action lawsuits relating to life insurance pricing and sales practices,
and a number of these lawsuits have resulted in substantial settlements. On
December 16, 1998, American General Corporation announced that certain of its
life insurance subsidiaries had entered into agreements to resolve all pending
market conduct class action lawsuits. All of these settlements were finalized in
1999.

F-28
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

11. COMMITMENTS AND CONTINGENCIES (CONTINUED)

In conjunction with the 1998 agreement, the Company recorded a charge of $30.7
million ($19.9 million after-tax) in the fourth quarter of 1998. The charge
covers the cost of policyholder benefits and other anticipated expenses
resulting from the proposed settlements, as well as other administrative and
legal costs.

The litigation liability was reduced by payments of $1.3 million and $17.7
million in 1998 and 1999, respectively. The remaining balance of $29.4 million
and $11.7 million at December 31, 1998 and 1999, respectively, was included in
other liabilities on the Company's balance sheet.

In addition to the charges recorded in 1998, the Company will incur additional
expenses for claim administration, outside counsel and actuarial services, and
regulatory expenses, related to the resolution of the litigation, which will be
recorded as incurred. Such expenses are not expected to have a material adverse
effect on the Company's financial position or results of operations.

In 1997, prior to the acquisition by American General Corporation, USLIFE
Corporation entered the workers' compensation reinsurance business. In 1998, the
Company discontinued writing new workers' compensation reinsurance business. The
largest workers' compensation contract was a quota share reinsurance agreement
with Superior National Insurance Group (Superior National), effective May 1,
1998. On November 29, 1999, the Company initiated an arbitration proceeding to
rescind this contract from its inception, based in part on misrepresentations
and nondisclosures which the Company believes were made by Superior National.
The Company plans to fully pursue all remedies through the arbitration process.
Since management believes, on the advice of counsel, that the Company will be
successful in rescinding the Superior National contract, income and expense
items related to the contract have been excluded from the Summary of Operations.
Provision has been made for a return of net cash flows to Superior National
through a liability included in Reinsurance payable.

Although management, on the advice of counsel, believes that the Company will
succeed in rescinding the contract, risks and uncertainties remain with respect
to the ultimate outcome. In the unlikely event the Company does not prevail in
the arbitration, management does not expect the after tax losses from the
workers' compensation business to exceed $85 million, based on the current
estimate of losses that would accrue to the Company. In addition, it is the
policy of the Company's ultimate parent, American General Corporation, to manage
the capital levels in each of its principal life insurance subsidiaries to a
target of 2.5 times the NAIC Company Action Level Risk-Based Capital. If the
Company does not prevail in the arbitration, American General Corporation has
committed to make contributions to the capital of the Company sufficient to meet
its obligations under the treaty.

F-29
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

11. COMMITMENTS AND CONTINGENCIES (CONTINUED)

The Company is party to various other lawsuits and proceedings arising in the
ordinary course of business. Many of these lawsuits and proceedings arise in
jurisdictions, such as Alabama and Mississippi, that permit damage awards
disproportionate to the actual economic damages incurred. Based upon information
presently available, the Company believes that the total amounts that will
ultimately be paid, if any, arising from these lawsuits and proceedings will not
have a material adverse effect on the Company's results of operations and
financial position. However, it should be noted that the frequency of large
damage awards, including large punitive damage awards, that bear little or no
relation to actual economic damages incurred by plaintiffs in jurisdictions like
Alabama and Mississippi continues to create the potential for an unpredictable
judgment in any given suit.

12. REINSURANCE

Reinsurance transactions for the years ended December 31, 1999, 1998, and 1997
were as follows:

<TABLE>
<CAPTION>
1999 1998 1997
---------------------------------------
(In Thousands)
<S> <C> <C> <C>
LIFE INSURANCE IN FORCE
Gross $71,277,741 $70,948,300 $61,407,508
Assumed - - 11,314,869
Ceded 44,938,362 44,441,277 9,321,704
---------------------------------------
Net $26,339,379 $26,507,023 $63,400,673
=======================================
LIFE AND ANNUITY PREMIUMS
Gross $ 218,536 $ 214,384 $ 178,251
Assumed 3 22,020 26,171
Ceded 151,258 58,924 19,332
---------------------------------------
Net $ 67,281 $ 177,480 $ 185,090
=======================================
A&H PREMIUMS
Written
Gross $ 443,363 $ 459,562 $ 422,886
Assumed 17,335 170,120 1,704
Ceded 401,656 285,628 16,243
---------------------------------------
Net $ 59,042 $ 344,054 $ 408,347
=======================================
Earned
Gross $ 437,454 $ 452,348 $ 403,717
Assumed 17,498 168,331 1,503
Ceded 396,408 276,313 15,616
---------------------------------------
Net $ 58,544 $ 344,366 $ 389,604
=======================================
</TABLE>

F-30
<PAGE>

The United States Life Insurance Company in the City of New York

Notes to Financial Statements (continued)

12. REINSURANCE (CONTINUED)

Reinsurance recoverable on paid losses was approximately $7.5 million, $10.6
million, and $2.4 million at December 31, 1999, 1998 and 1997, respectively.
Reinsurance recoverable on unpaid losses was approximately $84.0 million, $81.7
million, and $3.2 million at December 31, 1999, 1998 and 1997, respectively. The
effect of reinsurance on benefits to policyholders and beneficiaries was $357
million, $131 million, and $13 million during 1999, 1998 and 1997, respectively.

The Company terminated its participation in both the Federal Employee Government
Life Insurance (FEGLI) and State Government Life Insurance (SGLI) pools in 1998.
The assumed premiums for these pools in 1998 were $19.5 million and $2.5
million, respectively.

The Company participates in several reinsurance pools. These pools are managed
and administered by reinsurance intermediaries on behalf of the Company. The
pools involved various coverages including life, medical and disability.

13. YEAR 2000 (UNAUDITED)

Currently, all of the Company's major technology systems, programs, and
applications, including those which rely on third parties, are operating
smoothly following transition into 2000. The Company has experienced no
interruptions to normal business operations, including the processing of
customer account data and transactions. The Company will continue to monitor its
technology systems, including critical third party dependencies, as necessary to
maintain its Year 2000 readiness. The Company does not expect any future
disruptions, if they occur, to have a material effect on its results of
operations, liquidity or financial condition.

F-31

<PAGE>

INDEX OF WORDS AND PHRASES

This index should help you to locate more information about some of the terms
and phrases used in this prospectus.

Page to see in
Defined Term this Prospectus
- ------------ ---------------

accumulation value 5
Administrative Center 1
amount at risk 7
automatic rebalancing 5
basis 24
beneficiary 29
cash surrender value 14
close of business 32
Code 23
cost of insurance rates 8
daily charge 7
date of issue 32
death benefit 6
declared fixed interest account option 1
division 23
dollar cost averaging 4
Fund 2
full surrender 14
grace period 12
Home Office 1
investment option 1
lapse 12
loan, loan interest 16
maturity, maturity date 16
modified endowment contract 24
monthly deduction day 32
Monthly insurance charge 7
Mutual Fund 2
Option 1, 2 6
partial surrender 14
payment option 17
planned periodic premium 12
Platinum Investor 1
Policy 1
Policy Loan 15
Policy month, year 32
preferred loan interest 16

46
<PAGE>

Page to see in this
Defined Term this Prospectus
- ------------ ---------------

premiums 4
premium payments 4
prospectus 1
reinstate, reinstatement 12
SEC 2
separate account 1
Separate Account USL VL-R 23
seven-pay test 24
specified amount 6
surrender 14
surrender charge 8
transfers 12
USL 22
valuation date 31
you 18

We have filed a registration statement relating to Separate Account USL VL-R
and the Policy with the SEC. The registration statement, which is required by
the Securities Act of 1933, includes additional information that is not required
in this prospectus. If you would like the additional information, you may obtain
it from the SEC's Website at http://www.sec.gov or main office in Washington,
D.C. You will have to pay a fee for the material.

You should rely only on the information contained in this prospectus or sales
materials we have approved. We have not authorized anyone to provide you with
information that is different. The policies are not available in all states.
This prospectus is not an offer in any state to any person if the offer would be
unlawful.

47
<PAGE>

PART II

(OTHER INFORMATION)

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore, or hereafter duly adopted pursuant to
authority conferred in that section.

RULE 484 UNDERTAKING

The United States Life Insurance Company in the City of New York's Bylaws
provide in Article XI for indemnification of directors, officers and employees
of the Company.

Insofar as indemnification for liability arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A) OF THE INVESTMENT COMPANY ACT OF
1940

The United States Life Insurance Company in the City of New York hereby
represents that the fees and charges deducted under the Policy, in the
aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and risks assumed by The United States Life Insurance
Company in the City of New York.

II-1
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

The facing sheet.
Prospectus, consisting of 47 pages of text, plus 31 financial pages of
The United States Life Insurance Company in the City of New York.
The undertaking to file reports.
The Rule 484 undertaking.
Representation pursuant to Section 26(e)(2)(A).
The signatures.

Written Consents of the following persons:

Independent Auditors.

The following exhibits:

1. Exhibits required by Article IX, paragraph A of Form N-8B-2:

(1) The United States Life Insurance Company in the City of New
York Board of Directors resolution authorizing the
establishment of The United States Life Insurance Company in
the City of New York Separate Account USL VL-R and among
other things the marketing of variable life products in New
York. (3)

(2) Not applicable.

(3)(a) Specimen form of Selling Group Agreement by and among The
United States Life Insurance Company in the City of New
York, and American General Securities Incorporated, and
Selling Group Member. (4)

(3)(b) Schedule of Commissions (incorporated by reference from the
text included under the heading "Distribution of the
Policies" in the prospectus that is filed as part of this
Registration Statement).

(4) Not applicable.

(5) Specimen form of the "Platinum Investor" Variable Universal
Life Insurance Policy (Policy Form No. 97600N). (3)

(6)(a) Copy of the Restated Charter of The United States Life
Insurance Company in the City of New York). (1)

(6)(b) Copy of the Bylaws, as amended May 24, 1994, of The United
States Life Insurance Company in the City of New York). (1)

(7) Not applicable.

II-2
<PAGE>

(8)(a)(i) Participation Agreement by and among The United States Life
Insurance Company in the City of New York, American General
Securities Incorporated, Van Kampen Life Investment Trust,
Van Kampen Asset Management, Inc., and Van Kampen
Distributors, Inc. (2)

(8)(a)(ii) Form of Amendment No. 1 to Participation Agreement by and
among The United States Life Insurance Company in the City
of New York, American General Securities Incorporated, Van
Kampen Life Investment Trust, Van Kampen Asset Management,
Inc., and Van Kampen Distributors, Inc. (4)

(8)(b)(i) Participation Agreement by and among The United States Life
Insurance Company in the City of New York, Morgan Stanley
Universal Funds, Inc., Morgan Stanley Asset Management,
Inc., and Miller Anderson & Sherrerd. (2)

(8)(b)(ii) Form of Amendment No. 1 to Participation Agreement by and
among The United States Life Insurance Company in the City
of New York, Morgan Stanley Universal Funds, Inc., Morgan
Stanley Asset Management, Inc., and Miller Anderson &
Sherrerd. (4)

(8)(c)(i) Form of Participation Agreement by and among A I M Variable
Insurance Funds, Inc., A I M Distributors, Inc., The United
States Life Insurance Company in the City of New York, on
behalf of itself and its separate accounts, and American
General Securities Incorporated. (4)

(8)(c)(ii) Form of Agreement by and among A I M Distributors Inc., A I
M Variable Insurance Funds Inc., The United States Life
Insurance Company in the City of New York and American
General Securities Incorporated. (4)

(8)(d)(i) Form of Participation Agreement among The United States
Life Insurance Company in the City of New York, American
General Securities Incorporated, American General Stock
Portfolio Company and Variable Annuity Life Insurance
Company. (4)

(8)(d)(ii) Form of First Amendment to Participation Agreement among
The United States Life Insurance Company in the City of New
York, American General Securities Incorporated, American
General Stock Portfolio Company and Variable Annuity Life
Insurance Company. (4)

(8)(e) Form of Fund Participation Agreement between The United
States Life Insurance Company in the City of New York and
Dreyfus Variable Insurance Fund. (4)

(8)(f) Form of Participation Agreement among MFS Variable
Insurance Trust, The United States Life Insurance Company
in the City of New York and Massachusetts Financial
Services. (4)

II-3
<PAGE>

(8)(g) Form of Participation Agreement among Putnam Variable
Trust, Putnam Mutual Funds Corp. and The United States Life
Insurance Company in the City of New York. (4)

(8)(h) Form of Participation Agreement among The United States
Life Insurance Company in the City of New York, American
General Securities Incorporated, Safeco Resource Series
Trust and Safeco Securities, Inc. (4)

(8)(i) Form of Administrative Services Agreement between Safeco
Asset Management Company and The United States Life
Insurance Company in the City of New York. (4)

(8)(j) Form of Administrative Services Agreement between Morgan
Stanley Dean Witter Investment Management Inc., Miller
Anderson & Sherred, LLP and The United States Life
Insurance Company in the City of New York. (4)

(8)(k) Form of Administrative Services Agreement between Dreyfus
Corporation and The United States Life Insurance Company in
the City of New York. (4)

(8)(l) Form of Administrative Services Agreement between The
United States Life Insurance Company in the City of New
York and A I M Advisors, Inc. (4)

(8)(m) Form of Administrative Services Agreement between The
United States Life Insurance Company in the City of New
York and Van Kampen Asset Management Inc., dated as of
December 1, 1998. (2)

(9) Not applicable.

(10)(a) Specimen form of application for life insurance issued by
USL. (3)

(10)(b) Specimen form of supplemental application for variable life
insurance issued by USL on Policy Form No. 97600N. (3)

(10)(c) Service Request Form for Home Office. (3)

Other Exhibits

2(a) Opinion and Consent of Pauletta P. Cohn, Deputy General
Counsel of American General Life Companies. (4)

2(b) Opinion and Consent of USL's actuary. (4)

3 Not applicable.

4 Not applicable.

5 Financial Data Schedule. (Not applicable.)

6 Consent of Independent Auditors. (Filed herewith)

II-4
<PAGE>

7 Powers of Attorney. (Filed herewith on the signature pages)

27 Financial Data Schedule. (Inapplicable, because no
financial statements of the Separate Account are being
filed herewith)

/1/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 333-63673) of The United States Life Insurance
Company in the City of New York Separate Account USL VA-R on September 18, 1998.

/2/ Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form N-4 Registration Statement (File No. 333-63673) of The United States
Life Insurance Company in the City of New York Separate Account USL VA-R on May
26, 1999.

/3/ Incorporated by reference to the initial filing of Form S-6 Registration
Statement (File No. 333-79471) of the United States Life Insurance Company in
the City of New York Separate Account USL VL-R on May 27, 1999.

/4/ Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form S-6 Registration Statement (File No. 333-79471) of The United States
Life Insurance Company in the City of New York Separate Account USL VL-R on
November 5, 1999.

II-5
<PAGE>

POWERS OF ATTORNEY

Each person whose signature appears below hereby appoints Thomas M. Zurek,
Robert F. Herbert, Jr. and Pauletta P. Cohn and each of them, any one of whom
may act without the joinder of the others, as his/her attorney-in-fact to sign
on his/her behalf and in the capacity stated below and to file all amendments to
this amended Registration Statement, which amendment or amendments may make such
changes and additions to this amended Registration Statement as such attorney-
in-fact may deem necessary or appropriate.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
The United States Life Insurance Company in the City of New York Separate
Account USL VL-R, certifies that it meets all of the requirements for
effectiveness of this amended Registration Statement pursuant to Rule 485(b)
under the Securities Act of 1933 and has duly caused this amended Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City of
Houston, and State of Texas on this 21/st/ day of April, 2000.

THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
SEPARATE ACCOUNT USL VL-R
(Registrant)

BY: THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
(On behalf of the Registrant and itself)

BY: /s/ ROBERT F. HERBERT, JR.
---------------------------
Robert F. Herbert, Jr.
Senior Vice President

[SEAL]

ATTEST: /s/ JULIE COTTON HEARNE
-----------------------
Julie Cotton Hearne
Assistant Secretary

II-6
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date

/s/ RODNEY O. MARTIN, JR. Principal Executive Officer April 21, 2000
- -------------------------
Rodney O. Martin, Jr. and Director

/s/ DAVID L. HERZOG Principal Financial and April 21, 2000
- -------------------
David L. Herzog Accounting Officer and

/s/ WILLIAM A. BACAS Director April 21, 2000
- --------------------
William A. Bacas

/s/ DONALD W. BRITTON Director April 21, 2000
- ---------------------
Donald W. Britton

/s/ JAMES P. CORCORAN Director April 21, 2000
- ---------------------
James P. Corcoran

/s/ JOHN R. CORCORAN Director April 21, 2000
- --------------------
John R. Corcoran

/s/ DAVID L. DIETZ Director April 21, 2000
- -------------------
David L. Dietz

/s/ DR. PATRICIA O. EWERS Director April 21, 2000
- -------------------------
Dr. Patricia O. Ewers

II-7
<PAGE>

/s/ THOMAS H. FOX Director April 21, 2000
- -----------------
Thomas H. Fox

/s/ DAVID A. FRAVEL Director April 21, 2000
- -------------------
David A. Fravel

/s/ ROBERT F. HERBERT, JR. Director April 21, 2000
- --------------------------
Robert F. Herbert, Jr.

/s/ JOHN V. LAGRASSE Director April 21, 2000
-------------------
John V. LaGrasse

/s/ WILLIAM J. O'HARA, JR. Director April 21, 2000
-------------------------
William J. O'Hara, Jr.

/s/ GEORGE B. TROTTA Director April 21, 2000
-------------------
George B. Trotta

II-8
<PAGE>

EXHIBIT INDEX

The following exhibits:

1. Exhibits required by Article IX, paragraph A of Form N-8B-2:

(1) The United States Life Insurance Company in the City of New
York Board of Directors resolution authorizing the
establishment of The United States Life Insurance Company
in the City of New York Separate Account USL VL-R and among
other things the marketing of variable life products in New
York. (3)

(2) Not applicable.

(4) Not applicable.

(5) Specimen form of the "Platinum Investor" Variable Universal
Life Insurance Policy (Policy Form No. 97600N). (3)

(6)(a) Copy of the Restated Charter of The United States Life
Insurance Company in the City of New York). (1)

(6)(b) Copy of the Bylaws, as amended May 24, 1994, of The United
States Life Insurance Company in the City of New York). (1)

(7) Not applicable.

E-1
<PAGE>

(8)(e) Form of Fund Participation Agreement between The United
States Life Insurance Company in the City of New York and
Dreyfus Variable Insurance Fund. (4)

(8)(f) Form of Participation Agreement among MFS Variable
Insurance Trust, The United States Life Insurance Company
in the City of New York and Massachusetts Financial
Services. (4)

(8)(g) Form of Participation Agreement among Putnam Variable
Trust, Putnam Mutual Funds Corp. and The United States Life
Insurance Company in the City of New York. (4)

E-2
<PAGE>

(8)(i) Form of Administrative Services Agreement between Safeco
Asset Management Company and The United States Life
Insurance Company in the City of New York. (4)

(8)(k) Form of Administrative Services Agreement between Dreyfus
Corporation and The United States Life Insurance Company in
the City of New York. (4)

(8)(l) Form of Administrative Services Agreement between The
United States Life Insurance Company in the City of New
York and A I M Advisors, Inc. (4)

(8)(m) Form of Administrative Services Agreement between The
United States Life Insurance Company in the City of New
York and Van Kampen Asset Management Inc., dated as of
December 1, 1998. (2)

(9) Not applicable.

(10)(a) Specimen form of application for life insurance issued by
USL. (3)

(10)(b) Specimen form of supplemental application for variable life
insurance issued by USL on Policy Form No. 97600N. (3)

(10)(c) Service Request Form for Home Office. (3)

Other Exhibits

2(a) Opinion and Consent of Pauletta P. Cohn, Deputy General
Counsel of American General Life Companies. (4)

2(b) Opinion and Consent of USL's actuary. (4)

3 Not applicable.

4 Not applicable.

5 Financial Data Schedule. (Not applicable.)

6 Consent of Independent Auditors. (Filed herewith)

7 Powers of Attorney. (Filed herewith on the signature pages)

E-3

<PAGE>

27 Financial Data Schedule. (Inapplicable, because no financial
statements of the Separate Account are being filed herewith)

E-4

<PAGE>

Exhibit 6

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference made to our firm under the caption "Independent
Auditors" and to the use of our report dated March 21, 2000, with respect to the
financial statements of The United States Life Insurance Company in the City of
New York included in this Post-Effective Amendment No. 1 to the Registration
Statement (Form S-6 No. 333-79471) of The United States Life Insurance Company
in the City of New York Separate Account USL VL-R.

/s/ ERNST & YOUNG LLP
---------------------

New York, New York
April 19, 2000