AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT VL R
N-8B-2, 1998-03-23
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                                                             File No. 811-8561


            AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                                MARCH 23, 1998


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                               -----------------

                                  FORM N-8B-2

                               -----------------

               REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
                    WHICH ARE CURRENTLY ISSUING SECURITIES

           Pursuant to Section 8(b) of the Investment Company Act of
                                     1940


                            ----------------------


                           SEPARATE ACCOUNT VL-R OF
                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                        (Name of Unit Investment Trust
   ------------------------------------------------------------------------


   ______ Not the Issuer of Periodic Payment Plan Certificates

   ___X__ Issuer of periodic payment plan certificates


      Certain items of Form N-8B-2 are inapplicable to Registrant  pursuant to
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  difference  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.  See  the  reconciliation  and  tie  sheet  contained  in
Registrant's Form S-6 Registration Statement (File No. 333-42567), which sheet
is incorporated herein by reference.


<PAGE>

                                       I

                     ORGANIZATION AND GENERAL INFORMATION

1.    (a)   Furnish  name  of the  trust  and  the  Internal  Revenue  Service
            Employer Identification Number.

            Separate Account VL-R of American  General Life Insurance  Company
            (the  "Separate  Account").  Registrant  has no  Internal  Revenue
            Service Employer Identification Number.

      (b)   Furnish title of each class or series of securities  issued by the
            trust.

            Interests  under   individual   flexible   premium  variable  life
            insurance policies (the "Policies")

2.    Furnish  name  and  principal  business  address  and ZIP  Code  and the
      Internal  Revenue  Service  Employer   Identification   Number  of  each
      depositor of the trust.

      American  General Life  Insurance  Company  ("AGL") 2727-A Allen Parkway
      Houston, Texas 77019-2191

      IRS Employer Identification Number: 25-0598210

3.    Furnish  name  and  principal  business  address  and ZIP  Code  and the
      Internal  Revenue  Service  Employer   Identification   Number  of  each
      custodian or trustee of the trust  indicating  for which class or series
      of securities each custodian or trustee is acting.

      There is no custodian or trustee for Registrant.

4.    Furnish  name  and  principal  business  address  and ZIP  Code  and the
      Internal  Revenue  Service  Employer   Identification   Number  of  each
      principal underwriter currently distributing securities of the trust.

      No  Policies  are  being   distributed   currently.   When  distribution
      commences,  American  General  Securities,   Incorporated  will  be  the
      principal underwriter.

      American General Securities Incorporated
      2727-A Allen Parkway
      Houston, Texas 77019-2191
      IRS Employer Identification Number:  76-0050868


                                       2

<PAGE>

5.    Furnish name of state or other sovereign power, the laws of which govern
      with respect to the organization of the trust.

      Texas

6.    (a)   Furnish the dates of execution and termination of any indenture or
            agreement  currently  in effect under the terms of which the trust
            was organized and issued or proposes to issue securities.

            Registrant was established pursuant to a resolution of AGL's Board
            of Directors on May 6, 1997. Registrant will continue in existence
            until its complete  liquidation and the distribution of its assets
            to the  persons  entitled  to  receive  them or until such time as
            Registrant's existence as a separate entity may terminate pursuant
            to any merger, consolidation or similar reorganization.

      b)    Furnish the dates of execution and termination of any indenture or
            agreement  currently  in effect  pursuant to which the proceeds of
            payments  on  securities  issued  or to be issued by the trust are
            held by the custodian or trustee.

            Not  applicable,  for the reasons set forth under Item 3.,  above,
            which Registrant incorporates herein by reference.

7.    Furnish in chronological order the following information with respect to
      each change of name of the trust since  January 1, 1930. If the name has
      never been changed, so state.

      Registrant has never been known by any other name.

8.    State the date on which the fiscal year of the trust ends.

      December 31.

9.    Material  Litigation.   Furnish  a  description  of  any  pending  legal
      proceedings,  material with respect to the security holders of the trust
      by reason of the nature of the claim or the amount thereof, to which the
      trust,  the  depositor,  or the principal  underwriter  is a party or of
      which the assets of the trust are the subject,  including  the substance
      of  the  claims  involved  in  such  proceeding  and  the  title  of the
      proceeding.  Furnish a similar  statement  with  respect to any  pending
      administrative  proceeding or legal  proceeding known to be contemplated
      by a  governmental  authority.  Include any proceeding  which,  although
      immaterial itself, is representative of, or one of, a group which in the
      aggregate is material.

      None.


                                       3

<PAGE>

                                      II

         GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

GENERAL  INFORMATION  CONCERNING THE SECURITIES OF THE TRUST AND THE RIGHTS OF
HOLDERS

10.   Furnish a brief statement with respect to the following matters for each
      class or series of securities issued by the trust:

      (a)   Whether the securities are of the registered or bearer type.

                  Registered, insofar as a Policy is owned by the person
                  named  in the  Policy  as the  Policy  owner,  and the
                  records  concerning the Policy owner are maintained by
                  or on behalf of AGL.

      (b)   Whether the securities are of the cumulative or distributive type.

                  Cumulative,  insofar as  earnings  in  Registrant  are
                  reflected in Policy benefits and are not distributed.

      (c)   The rights of  security  holders  with  respect to  withdrawal  or
            redemption.

                  In answer to this item, Registrant incorporates herein
                  by  reference  disclosure  contained  in  Registrant's
                  prospectus,  which is  filed  as part of  Registrant's
                  Form S-6  Registration  Statement under the Securities
                  Act of 1933 and is attached  hereto as Appendix A (the
                  "Prospectus"),  set out  under  the  captions:  "Basic
                  Questions You May Have: How can I access my investment
                  in a  Policy?"  "Additional  Information:  Payment  of
                  Policy Proceeds."

      (d)   The  rights  of  security  holders  with  respect  to  conversion,
            transfer, partial redemption, and similar matters.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under the captions:  "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  AGL pays out any  proceeds
                  from my Policy?" "Additional  Information:  Payment of
                  Policy Proceeds."


                                       4

<PAGE>

      (e)   If the trust is the issuer of periodic payment plan  certificates,
            the substance of the provisions of any indenture or agreement with
            the respect to lapses or  defaults  by security  holders in making
            principal payments, and with respect to reinstatement.

                  In answer to this item, Registrant incorporates herein
                  by  reference  certain  disclosure  contained  in  the
                  Prospectus,   set  out  under  the   caption:   "Basic
                  Questions  You May  Have:  Must I invest  any  minimum
                  amount in a Policy?"

      (f)   The substance of the provisions of any indenture or agreement with
            respect to voting  rights,  together with the names of any persons
            other than  security  holders  given the right to exercise  voting
            rights  pertaining  to the trust's  securities  or the  underlying
            securities and the relationship of such persons to the trust.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under the  caption:  "Additional  Information:
                  Voting Privileges."

      (g)   Whether security holders must be given notice of any change in:

            (1)   the composition of the assets of the trust.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under the following captions: "Basic Questions
                  You May Have:  To what  extent will AGL vary the terms
                  and  conditions of the Policies in particular  cases?"
                  "Additional Information: Voting Privileges; Additional
                  Rights That We Have."

            (2)   the terms and  conditions  of the  securities  issued by the
                  trust.

                  See  the  answer  to  item  10.(g)(1),   above,  which
                  Registrant incorporates herein by reference.

            (3)   the provisions of any indenture or agreement of the trust.

                  There is no indenture  or agreement of trust  relating
                  to Registrant.

            (4)   the identity of the depositors, trustee or custodian.

                  Notice  would be required of a change in the  identity
                  of  the  depositor.   Registrant  has  no  trustee  or
                  custodian.


                                       5

<PAGE>

      (h)   Whether the  consent of security  holders is required in order for
            action to be taken concerning any change in:

            (1)   the composition of the assets of the trust.

                  See  the  answer  to  item  10.(g)(1),   above,  which
                  Registrant incorporates herein by reference.

            (2)   the terms and  conditions  of the  securities  issued by the
                  trust.

                  See  the  answer  to  item  10.(g)(1),   above,  which
                  Registrant incorporates herein by reference.

            (3)   the provisions of any indenture or agreement of the trust.

                  Not applicable.

            (4)   the identity of the depositor, trustee or custodian.

                  See  the  answer  to  item  10.(g)(4),   above,  which
                  Registrant incorporates herein by reference.

      (i)   Any other principal  feature of the securities issued by the trust
            or any other principal right,  privilege or obligation not covered
            by subdivisions (a) to (g) or by any other item in this form.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out  under  the  caption  Additional  information:
                  Separate Account VL-R; Tax Effects.

11.   Describe  briefly the kind or type of securities  comprising the unit of
      specified  securities in which security  holders have any interest.  (If
      the unit consists of a single security issued by an investment  company,
      name such  investment  company and furnish a description  of the type of
      securities comprising the portfolio of such investment company.)

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under the captions  "Basic  Questions  You May
                  Have:  How will the value of my  investments in Policy
                  change over time?" "Additional  Information:  Separate
                  Account VL-R."


                                    6

<PAGE>

12.   If the trust is the issuer of periodic payment plan  certificates and if
      any underlying  securities  were issued by another  investment  company,
      furnish the following information for each such company:

      (a)   Name of company.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under  the  caption  "Additional  information:
                  Separate Account VL-R;" and on the front cover.

      (b)   Name and principal business address of depositor.

                  Not applicable.

      (c)   Name and principal business address of trustee or custodian.

                  Not applicable.

      (d)   Name and principal business address of principal underwriter.

                  Not inapplicable.

      (e)   The period  during which the  securities of such company have been
            the underlying securities.

                  Not  applicable,   because   Registrant  has  not  yet
                  commenced operations.

13.   (a)   Furnish the following  information with respect to each load, fee,
            expense or charge to which (1) principal payments,  (2) underlying
            securities,   (3)  distributions,   (4)  cumulated  or  reinvested
            distributions or income,  and (5) redeemed or liquidated assets of
            the trust's  securities are subject:  (A) the nature of such load,
            fee, expense,  or charge; (B) the amount thereof;  (C) the name of
            the person to whom such amounts are paid and his  relationship  to
            the trust;  and (D) the nature of the  services  performed by such
            person in consideration for such load, fee, expense or charge.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under the captions  "Basic  Questions  You May
                  Have: What charges will AGL deduct from my investment


                                       7

<PAGE>

                  in a Policy? What charges and expenses will the mutual
                  Funds  deduct  from the  amount I  invest  through  my
                  Policy?"  "Additional  Information:  More About Policy
                  Charges."

      (b)   For  each  installment  payment  type  of  periodic  payment  plan
            certificate of the trust,  furnish the following  information with
            respect  to  sales  load  and  other   deductions  from  principal
            payments. [Instructions and chart omitted.]

                  Not  applicable.   The  Policies  are  life  insurance
                  policies  and do not  operate  as the  usual  periodic
                  payment plan. However, the Policies do provide for the
                  imposition of sales loads and  deductions  for premium
                  taxes as described under the Prospectus captions cited
                  in  answer  to item  13(a),  above,  which  Registrant
                  incorporates herein by reference.

      (c)   State the amount of total  deductions  as a percentage  of the net
            amount  invested  for each type of  security  issued by the trust.
            State each different sales charge available as a percentage of the
            public  offering  price  and as a  percentage  of the  net  amount
            invested.  List any special purchase plans or methods  established
            by rule or exemptive order that reflect  scheduled  variations in,
            or  elimination  of, the sales load,  and  identify  each class of
            individuals or transactions to which such plans apply.

                  Not   applicable,   because  the   Policies  are  life
                  insurance  policies  and do not  operate  as the usual
                  periodic payment plan certificate.  But see the answer
                  to  Item  13(a),   above,  and  13(d),   below,  which
                  Registrant incorporates herein by reference.

      (d)   Explain fully the reasons for any difference in the price at which
            securities are offered  generally to the public,  and the price at
            which  securities are offered for any class of transactions to any
            class or group of individuals,  including officers,  directors, or
            employees  of the  depositor,  trustee or  custodian  or principal
            underwriter.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under the  caption  "Basic  Questions  You May
                  Have:  To what  extent  will AGL vary  the  terms  and
                  conditions of the Policies in particular cases?"

      (e)   Furnish  a brief  description  of any  loads,  fees,  expenses  or
            charges  not  covered in Item 13(a)  which may be paid by security
            holders in connection with the trust or its securities.


                                       8

<PAGE>

                  None.

      (f)   State whether the depositor,  principal underwriter,  custodian or
            trustee,  or any  affiliated  person of the  foregoing may receive
            profits or other  benefits not included in answer to Item 13(a) or
            13(d)  through the sale or purchase of the trust's  securities  or
            interests  in  such  securities,   or  underlying   securities  or
            interests in underlying securities,  and describe fully the nature
            and extent of such profits or benefits.

                  Not applicable.

      (g)   State  the  percentage  that  the  aggregate  annual  charges  and
            deductions for maintenance and other expenses of the trust bear to
            the dividend and interest  income from the trust  property  during
            the period covered by the financial statements filed herewith.

                  Not  applicable,  because  no  policies  have yet been
                  sold.

INFORMATION CONCERNING THE OPERATIONS OF THE TRUST

14.   Describe the  procedure  with respect to  applications  (if any) and the
      issuance and  authentication  of the trust's  securities,  and state the
      substance of the  provisions  of any  indenture or agreement  pertaining
      thereto.

                  In answer to this item, Registrant incorporates herein
                  by reference the  disclosure set out under the caption
                  "Basic  Questions You May Have: How can I invest money
                  in a Policy?"

15.   Describe  the  procedure  with  respect to the receipt of payments  from
      purchasers  of the trust's  securities  and the handling of the proceeds
      thereof,  and state the substance of the  provisions of any indenture or
      agreement pertaining thereto.

                  In answer to this item, Registrant incorporates herein
                  by reference the  disclosure set out under the caption
                  "Basic  Questions You May Have: How can I invest money
                  in a Policy? How do I communicate with AGL?"

16.   Describe the  procedure  with respect to the  acquisition  of underlying
      securities and the disposition  thereof,  and state the substance of the
      provisions of any indenture or agreement pertaining thereto.

                  Amounts  invested in Registrant are promptly  invested
                  in shares of the underlying  funds.  Also in answer to
                  this item, Registrant incorporates herein by reference


                                       9

<PAGE>

                  disclosure contained in the Prospectus,  set out under
                  the captions  "Basic  Questions You May Have: How will
                  the value of my  investment  in a Policy  change  over
                  time?"  "Additional   Information:   Separate  Account
                  VL-R."

17.   (a)   Describe the procedure with respect to withdrawal or redemption by
            security holders.

                  See the answer to Item 10(c),  above, which Registrant
                  incorporates herein by reference.

      (b)   Furnish the names of any persons who may redeem or repurchase,  or
            are required to redeem or  repurchase,  the trust's  securities or
            underlying  securities from security holders, and the substance of
            the provisions of any indenture or agreement pertaining thereto.

                  See the  responses  to  Items  10 (c),  (d),  and (e),
                  above,   which  Registrant   incorporates   herein  by
                  reference.

      (c)   Indicate  whether  repurchased  or  redeemed  securities  will  be
            canceled or may be resold.

                  Not  applicable.  Separate  Account assets are used to
                  support   benefits  and  amounts   payable  under  the
                  Policies.

18.   a)    Describe the  procedure  with respect to the receipt,  custody and
            disposition  of the  income and other  distributable  funds of the
            trust and state the  substance of the  provisions of any indenture
            or agreement pertaining thereto.

                  See the answer to Item 16.,  above,  which  Registrant
                  incorporates herein by reference.

      (b)   Describe the procedure,  if any, with respect to the  reinvestment
            of  distributions  to security  holders and state the substance of
            the provisions of any indenture or agreement pertaining thereto.

                  Not applicable.

      (c)   If any  reserves  or special  funds are  created  out of income or
            principal,  state with  respect  to each such  reserve or fund the
            purpose and ultimate  disposition thereof, and describe the manner
            of handling of same.


                                   10

<PAGE>

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under the  caption,  "Additional  Information:
                  Separate Account VL-R."

      (d)   Submit a schedule  showing the periodic and special  distributions
            which have been made to  security  holders  during the three years
            covered by the financial statements filed herewith. State for each
            such  distribution  the aggregate  amount and amount per share. If
            distributions  from sources  other than  current  income have been
            made  identify  each such other source and  indicate  whether such
            distribution  represents  the  return  of  principal  payments  to
            security  holders.  If payments other than cash were made describe
            the  nature  thereof,   the  account  charged  and  the  basis  of
            determining the amount of such charge.

                  Not  applicable,  because  no  policies  have yet been
                  sold.

19.   Describe  the  procedure  with  respect to the  keeping  of records  and
      accounts  of the  trust,  the making of reports  and the  furnishing  of
      information to security holders,  and the substance of the provisions of
      any indenture or agreement pertaining thereto.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under the  caption,  "Additional  Information:
                  Separate Account VL-R; Our Reports to Policy Owners."

20.   State the  substance  of the  provisions  of any  indenture or agreement
      concerning the trust with respect to the following:

      (a)   Amendments to such indenture or agreement.

                  Not applicable.

      (b)   The extension or termination of such indenture or agreement.

                  Not applicable.

      (c)   The removal or  resignation  of the trustee or  custodian,  or the
            failure  of the  trustee  or  custodian  to  perform  its  duties,
            obligations and functions.

                  Not applicable.


                                      11

<PAGE>

      (d)   The  appointment  of a successor  trustee and the  procedure  if a
            successor trustee is not appointed;

                  Not applicable.

      (e)   The removal or resignation of the depositor, or the failure of the
            depositor to perform its duties, obligations and functions;

                  Not applicable.

      (f)   The  appointment  of a successor  depositor and the procedure if a
            successor depositor is not appointed.

                  Not applicable.

21.   (a)   State  the  substance  of  the  provisions  of  any  indenture  or
            agreement with respect to loans to security holders.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the prospectus,
                  set out under the  caption  "Basic  Questions  You May
                  Have:  How can I access my  investment  in a  Policy?"
                  "Additional Information: Payment of Policy Proceeds."

      (b)   Furnish a brief  description  of any procedure or  arrangement  by
            which  loans  are  made  available  to  security  holders  by  the
            depositor,  principal  underwriter,  trustee or custodian,  or any
            affiliated person of the foregoing.  The following items should be
            covered:

            (1)   The  name  of each  person  who  makes  such  agreements  or
                  arrangements with security holders;

            (2)   The rate of interest payable on such loans;

            (3)   The period for which loans may be made;

            (4)   Costs or charges for default in repayment at maturity;

            (5)   Other material provisions of the agreement or arrangement.

                  Not  applicable,  except as to the depositor.  But see
                  the  responses to Item 21(a),  above,  and Item 21(c),
                  below,   which  Registrant   incorporates   herein  by
                  reference.

      (c)   If such  loans are made,  furnish  the  aggregate  amount of loans
            outstanding  at the end of the last  fiscal  year,  the  amount of
            interest  collected  during the last fiscal year  allocated to the
            depositor,   principal   underwriter,   trustee  or  custodian  or
            affiliated  person of the foregoing  and the  aggregate  amount of
            loans in default  at the end of the last  fiscal  year  covered by
            financial statements filed herewith.

                  Not  applicable.  Loans are available to Policy owners
                  only in  accordance  with the loan  provisions  of the
                  Policies. See the response to Item 21(a), above, which
                  Registrant incorporates herein by reference.

22.   State the substance of the provisions of any indenture or agreement with
      respect to limitations on the  liabilities of the depositor,  trustee or
      custodian, or any other party to such indenture or agreement.


                                      12

<PAGE>

                  In answer to this item, Registrant incorporates herein
                  by  reference  the  response  to  Item 3,  above,  and
                  disclosure contained in the Prospectus,  set out under
                  the  captions  "Additional  Information:   Payment  of
                  Policy Proceeds."

23.   Describe any bonding  arrangement for officers,  directors,  partners or
      employees  of the  depositor  or  principal  underwriter  of the  trust,
      including the amount of coverage and the type of bond.

                  Not  applicable  with  respect  to the  operations  of
                  Registrant.

24.   State the substance of any other material provisions of any indenture or
      agreement  concerning  the trust or its  securities and a description of
      any other  material  functions  or duties of the  depositor,  trustee or
      custodian not stated in Item 10 or Items 14 to 23 inclusive.

                  In answer to this item, Registrant incorporates herein
                  by  reference  the  response  to  Item 3,  above,  and
                  disclosure contained in the Prospectus,  set out under
                  the caption "Additional Information: Additional Rights
                  That We Have."


                                      13

<PAGE>

                                     III

                    ORGANIZATION, PERSONNEL AND AFFILIATED
                             PERSONS OF DEPOSITOR

ORGANIZATION AND OPERATIONS OF DEPOSITOR

25.   State the form of organization  of the depositor of the trust,  the name
      of the  state or  other  sovereign  power  under  the laws of which  the
      depositor was organized and the date of organization.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under  the  caption  "Additional  Information:
                  AGL."

26.   (a)   Furnish  the  following  information  with  respect  to  all  fees
            received  by the  depositor  of the trust in  connection  with the
            exercise of any functions or duties  concerning  securities of the
            trust during the period covered by the financial  statements filed
            herewith:  for each year,  total  payments  by  security  holders;
            amount  of sales  load  received;  amount of  administration  fees
            received; amount of management fees received; amount of other fees
            received;  aggregate gross amount of load,  fees,  etc.  received.
            [Chart omitted.]

                  Not  applicable,   because   Registrant  has  not  yet
                  commenced operations.

      (b)   Furnish the following  information  with respect to any fee or any
            participation   in  fees  received  by  the  depositor   from  any
            underlying   investment   company  or  any  affiliated  person  or
            investment adviser of such company:

            (1)   The nature of such fee or participation;

            (2)   The name of the person making payment;

            (3)   The nature of the  services  rendered in  consideration  for
                  such fee or participation;

            (4)   The aggregate  amount  received  during the last fiscal year
                  covered by the financial statements filed herewith;

                  Not   applicable  to  depositor  in  its  capacity  as
                  depositor to  Registrant,  because  Registrant has not
                  yet commenced operations.  But Registrant incorporates
                  herein  by  reference   disclosure  contained  in  the
                  prospectus,  set out  under  the  caption  "Additional
                  Information: More About Policy Charges."

27.   Describe  the  general  character  of  the  business  engaged  in by the
      depositor  including a statement as to any  business  other than that of
      depositor  of the  trust.  If the  depositor  acts or has  acted  in any
      capacity with respect to any investment  company or companies other than
      the trust,  state the name or names of such company or companies,  their
      relationship,  if any, to the trust,  and the nature of the  depositor's
      activities  therewith.  If the depositor has ceased to act in such named
      capacity,   state  the  date  of  and  circumstances   surrounding  such
      cessation.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under the  captions  "Additional  Information:
                  AGL."


                                      14

<PAGE>

OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR

28.   (a)   Furnish as at latest  practicable  date the following  information
            with respect to the  depositor of the trust,  with respect to each
            officer,  director, or partner of the depositor,  and with respect
            to each natural person directly or indirectly owning,  controlling
            or holding with power to vote 5% or more of the outstanding voting
            securities of the depositor:  name and principal business address;
            nature of the  relationship  or affiliation  with depositor of the
            trust; ownership of all securities of the depositor;  ownership of
            all securities of the trust;  other companies of which each of the
            persons  named above is presently  an officer or director.  [Chart
            omitted]

                  DEPOSITOR OF REGISTRANT

                  Name and  address:  See the  answer to Item 2,  above,
                  which Registrant incorporates herein by reference.

                  Securities  of the  depositor:  See the answer to Item
                  29, below,  which  Registrant  incorporates  herein by
                  reference.

                  Securities of  Registrant:  Registrant  has not issued
                  any  securities.  In the future,  AGL may be deemed to
                  own  securities  of Registrant  through,  for example,
                  amounts accumulated in Registrant arising from charges
                  under  the   Policies   or  capital   contributed   to
                  Registrant.

                  OFFICERS AND DIRECTORS OF DEPOSITOR

                  Name and address:  In answer to this item,  Registrant
                  incorporates herein by reference  disclosure contained
                  in  the   Prospectus,   set  out  under  the  captions
                  "Additional Information: AGL's Management."

                  Securities of the depositor: Not applicable.

                  Securities of  Registrant:  Registrant  has not issued
                  any  securities.  In the  future,  from  time to time,
                  officers  and   directors   may  own   securities   of
                  Registrant under any Policies they purchase.

                  Positions  with  other  companies:  In  answer to this
                  item,  Registrant  incorporates  herein  by  reference
                  disclosure contained in the Prospectus,  set out under
                  the    caption    "Additional    Information:    AGL's
                  Management."


                                      15

<PAGE>

                  NATURAL PERSONS OWNING SECURITIES OF DEPOSITOR

                  Not applicable.

      (b)   Furnish a brief  statement of the business  experience  during the
            last  five  years of each  officer,  director  or  partner  of the
            depositor.

                  DIRECTORS AND OFFICERS

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under  the  caption  "Additional  Information:
                  AGL's Management."

COMPANIES OWNING SECURITIES OF DEPOSITOR

29.   Furnish as at latest  practicable  date the following  information  with
      respect to each company which directly or indirectly  owns,  controls or
      holds with power to vote 5% or more of the outstanding voting securities
      of the  depositor:  name  and  principal  business  address;  nature  of
      business;  and  ownership of all  securities  of the  depositor.  [Chart
      omitted.]

                  As of the date of this Registration Statement,  AGL is
                  an  indirect,   wholly-owned  subsidiary  of  American
                  General Corporation  ("AGC"), a diversified  financial
                  services  holding  company  engaged  primarily  in the
                  insurance  business.  AGC's principal business address
                  is 2727-A Allen Parkway, Houston, Texas 77019- 2191.

CONTROLLING PERSONS

30.   Furnish as at latest  practicable  date the following  information  with
      respect to any person,  other than those covered by Items 28, 29, and 42
      who directly or indirectly controls the depositor. [Chart omitted.]

                  None.

COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR

31.   Furnish the following  information  with respect to the remuneration for
      services  paid by the  depositor  during the last fiscal year covered by
      financial statements filed herewith: [Chart and footnote omitted]


                                      16

<PAGE>

            (a)   directly  to  each  of  the  officers  or  partners  of  the
                  depositor  directly  receiving the three highest  amounts of
                  remuneration;

            (b)   directly to all  officers or partners of the  depositor as a
                  group  exclusive of persons whose  remuneration  is included
                  under Item 31(a),  stating  separately the aggregate  amount
                  paid by the depositor  itself and the aggregate  amount paid
                  by all the subsidiaries;

            (c)   indirectly or through  subsidiaries  to each of the officers
                  or partners of the depositor.

                  Items 31(a),  (b) and (c) are not applicable.  See the
                  response  to  Item  26(a),   above,  which  Registrant
                  incorporates  herein by  reference.  In  addition,  no
                  officer   affiliated   with  the  depositor   receives
                  separate   remuneration  for  services  rendered  with
                  respect to Registrant.

COMPENSATION OF DIRECTORS

32.   Furnish the following  information  with respect to the remuneration for
      services,  exclusive of remuneration reported under Item 31, paid by the
      depositor  during the last fiscal year covered by  financial  statements
      filed herewith: [Chart and footnote omitted.]

            (a)   the aggregate direct remuneration to directors

            (b)   indirectly or through subsidiaries to directors

                  Items  32(a)  and  (b)  are  not  applicable.  See the
                  response  to  Item  26(a),   above,  which  Registrant
                  incorporates  herein by  reference.  In  addition,  no
                  director   affiliated  with  the  depositor   receives
                  separate   remuneration  for  services  rendered  with
                  respect to Registrant.


                                      17

<PAGE>

COMPENSATION TO EMPLOYEES

33.   (a)   Furnish the  following  information  with respect to the aggregate
            amount  of  remuneration  for  services  of all  employees  of the
            depositor  (exclusive of persons whose remuneration is reported in
            Items 31 and 32) who  received  remuneration  in excess of $10,000
            during the last fiscal year covered by financial  statements filed
            herewith from the depositor  and any of its  subsidiaries.  [Chart
            and footnote omitted.]

                  Not applicable. See the response to Item 26(a), above,
                  which Registrant  incorporates herein by reference. In
                  addition,  no employee  affiliated  with the depositor
                  receives  separate  remuneration for services rendered
                  with respect to Registrant.

      (b)   Furnish the following information with respect to the remuneration
            for services paid directly  during the last fiscal year covered by
            financial  statements  filed herewith to the following  classes of
            persons  (exclusive  of those persons  covered by Item 33(a):  (1)
            Sales  managers,  branch  managers,  district  managers  and other
            persons  supervising  the  sale of  registrant's  securities;  (2)
            Salesmen,  sales  agents,  canvassers  and  other  persons  making
            solicitations but not in supervisory capacity;  (3) Administrative
            and clerical employees;  and (4) Others (specify).  If a person is
            employed  in  more  than  one  capacity,   classify  according  to
            predominant type of work. [Chart and footnote omitted.]

                  Not applicable. See the response to Item 26(a), above,
                  which Registrant  incorporates herein by reference. In
                  addition,   no  person  who  is  affiliated  with  the
                  depositor  and who falls  within  any class of persons
                  enumerated  above receives  separate  remuneration for
                  services rendered with respect to Registrant.

COMPENSATION TO OTHER PERSONS

34.   Furnish the following  information  with respect to the aggregate amount
      of compensation for services paid any person (exclusive of persons whose
      remuneration  is  reported  in Items 31,  32, and 33),  whose  aggregate
      compensation  in connection  with services  rendered with respect to the
      trust in all  capacities  exceeded  $10,000  during the last fiscal year
      covered by financial  statements  filed  herewith from the depositor and
      any of its subsidiaries. [Chart and footnotes omitted.]

                  Not applicable. See the response to Item 26(a), above,
                  which Registrant incorporates herein by reference.


                                      18

<PAGE>

                                      IV
                   DISTRIBUTION AND REDEMPTION OF SECURITIES

DISTRIBUTION OF SECURITIES

35.   Furnish the names of the states in which sales of the trust's securities
      (a) are currently being made, (b) are presently proposed to be made, and
      (c) have been discontinued,  indicating by appropriate letter the status
      with respect to each state.

                  AGL has made no sales and is currently making no sales
                  of the Policy to the public in any state.  AGL intends
                  to sell the Policy in all  jurisdictions  where AGL is
                  licensed to sell variable life insurance.

36.   If sales of the  trust's  securities  have at any time since  January 1,
      1936 been suspended for more than a month  describe  briefly the reasons
      for such suspension.

                  Not   applicable,   because   sales  of  the   Trust's
                  securities have not yet commenced.

37.   (a)   Furnish the  following  information  with respect to each instance
            where  subsequent  to  January  1,  1937,  any  federal  or  state
            governmental officer,  agency, or regulatory body denied authority
            to distribute  securities  of the trust,  excluding a denial which
            was merely a procedural  step prior to any  determination  by such
            officer, etc. and which denial was subsequently rescinded.

            (1)   Name of officer, agency or body;
            (2)   Date of denial;
            (3)   Brief statement of the reason given for denial.

                  None.

      (b)   Furnish the  following  information  with regard to each  instance
            where,  subsequent to January 1, 1937, the authority to distribute
            securities  of the trust has been  revoked by any federal or state
            governmental officer, agency or regulatory body.

            (1)   Name of officer, agency or body;
            (2)   Date of revocation;
            (3)   Brief statement of the reason given for revocation.

                  None.


                                      19

<PAGE>

38.   (a)   Furnish a general  description  of the method of  distribution  of
            securities of the trust.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under  the  caption  "Additional  Information:
                  Distribution of the Policies."

      (b)   State the substance of any current selling  agreement between each
            principal underwriter and the trust or the depositor,  including a
            statement  as to  the  inception  and  termination  dates  of  the
            agreement,  any  renewal  and  termination  provisions,   and  any
            assignment provisions.

                  In answer to this item, Registrant incorporates herein
                  by  reference  the  answer  to  item  38.(a),   above.
                  Pursuant to a  Distribution  Agreement with AGL, dated
                  October 3, 1991, (the "Agreement"), AGSI will serve as
                  the distributor of the Policies.  The Agreement may be
                  terminated  by  either  party  upon at  least  30 days
                  notice to the other party.

      (c)   State the substance of any current  agreements or  arrangements of
            each principal underwriter with dealers,  agents,  salesmen,  etc.
            with   respect  to   commissions   and   overriding   commissions,
            territories,  franchises,  qualifications and revocations.  If the
            trust is the issuer of periodic payment plan certificates, furnish
            schedules  of  commissions  and the  bases  thereof.  In lieu of a
            statement concerning  schedules of commissions,  such schedules of
            commissions may be filed as Exhibit A(3)(c).

                  In answer to this item, Registrant incorporates herein
                  by reference the answer to Item 38.(a), above.


INFORMATION CONCERNING PRINCIPAL UNDERWRITER

39.   (a)   State the form of  organization  of each principal  underwriter of
            securities of the trust,  the name of the state or other sovereign
            power under the laws of which each  underwriter  was organized and
            the date of organization.

                  In answer to this item, Registrant incorporates herein
                  by reference  the answer to Item 4.,  above.  AGSI was
                  organized under the laws of Texas on March 8, 1983.


                                      20

<PAGE>

      (b)   State whether any  principal  underwriter  currently  distributing
            securities of the trust is a member of the National Association of
            Securities Dealers, Inc.

                  Not  applicable,  because no  Policies  are  currently
                  being  distributed.   However,   AGSI,  the  principal
                  underwriter,  is a member of the National  Association
                  of Securities Dealers, Inc.

40.   (a)   Furnish  the  following  information  with  respect  to  all  fees
            received by each principal  underwriter of the trust from the sale
            of securities  of the trust and any other  functions in connection
            therewith  exercised  by  such  underwriter  in such  capacity  or
            otherwise  during the period  covered by the financial  statements
            filed  herewith:  name  of  principal  underwriter;   year;  total
            payments by security holders; amounts received of (i) sales loads;
            (ii) administrative  fees;(iii)  management fees; (iv) other fees;
            and (v) aggregate load, fees, etc. [Chart omitted.]

                  Not  applicable,  because  no  Policies  have yet been
                  sold.

      (b)   Furnish the following  information  with respect to any fee or any
            participation in fees received by each principal  underwriter from
            any  underlying  investment  company or any  affiliated  person or
            investment adviser of such company:  (1) the nature of such fee or
            participation;  (2) the name of the person making payment; (3) the
            nature of the services  rendered in consideration  for such fee or
            participation;  (4) the aggregate  amount received during the last
            fiscal year covered by the financial statements filed herewith.

                  In answer to this item,  while  Registrant has not yet
                  commenced operations,  Registrant  incorporates herein
                  by reference the answer to Item 13.(a), above.

41.   (a)   Describe the general  character of the business engaged in by each
            principal  underwriter,  including a statement  as to any business
            other than the  distribution  of  securities  of the  trust.  If a
            principal  underwriter  acts or has  acted  in any  capacity  with
            respect  to any  investment  company or  companies  other than the
            trust, state the name or names of such company or companies, their
            relationship,  if  any,  to the  trust  and  the  nature  of  such
            activities.  If a principal  underwriter has ceased to act in such
            named   capacity,   state  the  date  of  and  the   circumstances
            surrounding such cessation.

                  In answer to this item, Registrant incorporates herein
                  by reference the answer to Item 38.(a), above.


                                      21

<PAGE>

      (b)   Furnish as at latest  practicable  date the address of each branch
            office of each principal  underwriter currently selling securities
            of the trust and  furnish  the name and  residence  address of the
            person in charge of such office.

                  Not  applicable,  because  no  Policies  have yet been
                  sold.

      (c)   Furnish  the  number of  individual  salesmen  for each  principal
            underwriter  through whom any of the  securities of the trust were
            distributed  for the last fiscal year of the trust  covered by the
            financial  statements  filed  herewith  and furnish the  aggregate
            amount of compensation received by such salesmen in such year.

                  Not  applicable,  because  no  Policies  have yet been
                  sold.

42.   Furnish as at latest  practicable  date the following  information  with
      respect to each principal underwriter currently distributing  securities
      of the trust and with  respect  to each of the  officers,  directors  or
      partners of such underwriter: [Chart omitted.]

                  Not  applicable,  because no  Policies  are  currently
                  being distributed.  Registrant  incorporates herein by
                  reference the answer to Item 28(a), above.

43.   Furnish,  for the last fiscal year covered by the  financial  statements
      filed  herewith,  the amount of  brokerage  commissions  received by any
      principal  underwriter who is a member of a national securities exchange
      and  who is  currently  distributing  the  securities  of the  trust  or
      effecting  transactions for the trust in the portfolio securities of the
      trust.

                  Not  applicable,  because no  Policies  are  currently
                  being distributed. See the response to Item 35, above,
                  which Registrant incorporates herein by reference.

44.   (a)   Furnish the  following  information  with respect to the method of
            valuation  used  by the  trust  for  purpose  of  determining  the
            offering price to the public of securities  issued by the trust or
            the valuation of shares or interests in the underlying  securities
            acquired by the holder of a periodic payment plan certificate:

            (1)   the  source of  quotations  used to  determine  the value of
                  portfolio securities;

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under the  caption  "Basic  Questions  You May
                  Have:  How will the value of my investment in a Policy
                  change over time?"


                                      22

<PAGE>

            (2)   whether opening,  closing,  bid, asked or any other price is
                  used;

                  Not applicable.

            (3)   whether  price  is as of the day of sale or as of any  other
                  time;

            (4)   a brief  description  of the methods used by registrant  for
                  determining  other assets and liabilities  including accrual
                  for  expenses  and  taxes  (including  taxes  on  unrealized
                  appreciation);

            (5)   other items which  registrant adds to the net asset value in
                  computing offering price of its securities; [Chart omitted]

            (6)   Whether adjustments are made for fractions:

                  (i)   before adding distributor's compensation (load); and

                  (ii)  after adding distributor's compensation (load).

                        As   to   (3)   through   (6)   the   Registrant
                        incorporates herein by reference the information
                        set  out  in the  Prospectus  and  the  captions
                        "Additional  Information:  Tax Effects;"  "Basic
                        Questions  You May Have:  What  charges will AGL
                        deduct from my investment in a Policy?"

      (b)   Furnish a specimen schedule showing the components of the offering
            price of the trust's securities as at the latest practicable date.
            Such schedule shall be in substantially the following form:

                  NOTE: If  registrant is an issuer of periodic  payment
                  plan certificates,  furnish,  in lieu of such schedule
                  an  appropriate,   comparable   schedule  showing  the
                  acquisition  price  of the  holders'  interest  in the
                  underlying securities. [Schedule omitted.]

                  1.    Value of portfolio securities;
                  2.    Value of other assets;
                  3.    Total (1 plus 2);
                  4.    Liabilities (include accrued expenses and taxes);
                  5.    Value of net assets (3 minus 4);
                  6.    Other charges:
                        (a)   odd lot premiums;


                                      23

<PAGE>

                        (b)   brokerage commissions;
                        (c)   fees for administration;
                        (d)   fees for custodian or trustee;
                        (e)   fees for registrar or transfer agent;
                        (f)   transfer taxes;
                        (g)   reserves;
                        (h)   others;
                        (i)   total, 6(a) through 6(h), inclusive
                  7.    Adjusted value of net assets (5 plus 6(i));
                  8.    Number of units outstanding;
                  9.    Net asset value per unit (four decimals);
                        (a)   excluding other charges (5 divided by 8);
                        (b)   including other charges (7 divided by 8);
                  10.   Adjustment of 9(b) for fractions;
                  11.   Adjusted net asset value per unit;
                  12.   Offering price (show four decimals) (If any sales load
                        is charged, indicate amount, and apply percentage load
                        to 11 or other applicable base, indicating base.);
                  13.   Adjustment of 12 for fractions;
                  14.   Offering price;
                  15.   Accumulated  undistributed  income  per  unit  (if not
                        included in 3 and 9);
                  16.   Adjusted price (14 plus 15);
                  17.   Effective  load per unit: (a) In dollars (16 - [9(a) +
                        15]);

      (b)   In percentage (17(a) of [9(a) + 15]);

                  Not applicable.

      (c)   If there is any  variation  in the  offering  price of the trust's
            securities  to  any  person  or  classes  of  persons  other  than
            underwriters,  state the nature and amount of such  variation  and
            indicate the person or classes of persons to whom such offering is
            made.

                  See the responses to Items 13.(a), 13.(d), and 13.(c),
                  above,   which  Registrant   incorporates   herein  by
                  reference.

45.   Furnish the following  information with respect to any suspension of the
      redemption rights of the securities issued by the trust during the three
      fiscal years covered by the financial statements filed herewith:

      (a)   by whose action redemption rights were suspended;

      (b)   the number of days'  notice  given to  security  holders  prior to
            suspension of redemption rights;


                                      24

<PAGE>

      (c)   reason for suspension;

      (d)   period during which suspension was in effect;

                  Items  45.(a)-(d)  are not  applicable.  See Item 35.,
                  above,   which  Registrant   incorporates   herein  by
                  reference.

REDEMPTION VALUATION OF SECURITIES OF THE TRUST

46.   (a)   Furnish the  following  information  with respect to the method of
            determining  the redemption or withdrawal  valuation of securities
            issued by the trust:

      (1)   The source of quotations  used to determine the value of portfolio
            securities;

                  In answer to this item, Registrant incorporates herein
                  by reference Item 44.(a)(1), above.

      (2)   Whether opening, closing, bid, asked or any other price is used;

                  Not applicable.

      (3)   Whether price is as of the day of sale or as of any other time;

      (4)   A  brief  description  of  the  methods  used  by  registrant  for
            determining  other assets and  liabilities  including  accrual for
            expenses and taxes (including taxes on unrealized appreciation);

      (5)   Other items which  registrant  deducts from the net asset value in
            computing redemption value of its securities; [Chart omitted]

      (6)   Whether adjustments are made for fractions.

                  As  to  (3)  through  (6),  see  the  answer  to  Item
                  44.(a)(3)-(6),  above,  which Registrant  incorporates
                  herein by reference.

      (b)   Furnish  a  specimen   schedule  showing  the  components  of  the
            redemption  price to the holders of the trust's  securities  as at
            the  latest   practicable   date.   Such  schedule   shall  be  in
            substantially the following form:

                  NOTE: If  registrant is an issuer of periodic  payment
                  plan certificates,  furnish,  in lieu of such schedule
                  an appropriate, comparable schedule


                                      25

<PAGE>

                  showing the acquisition price of the holders' interest
                  in the underlying securities. [Schedule omitted.]

                  1.    Value of portfolio securities;
                  2.    Value of other assets;
                  3.    Total (1 plus 2);
                  4.    Liabilities (include accrued expenses and taxes);
                  5.    Value of net assets (3 minus 4);
                  6.    Other charges:
                        (a)   odd lot premiums;
                        (b)   brokerage commissions;
                        (c)   fees for administration;
                        (d)   fees for custodian or trustee;
                        (e)   fees for registrar or transfer agent;
                        (f)   transfer taxes;
                        (g)   reserves;
                        (h)   others;
                        (i)   total, 6(a) through 6(h), inclusive;
                  7.    Adjusted value of net assets (5 plus 6(i));
                  8.    Number of units outstanding;
                  9.    Net asset value per unit (four decimals):
                        (a)   excluding other charges (5 divided by 8);
                        (b)   including other charges (7 divided by 8);
                  10.   Adjustment of 9(b) for fractions;
                  11.   Adjusted net asset value per unit;
                  12.   Redemption charge;
                  13.   Adjusted redemption price;
                  14.   Accumulated  undistributed  income  per  unit  (if not
                        included in 3 and 9);
                  15.   Actual redemption price (13 plus 14);
                  16.   Effective redemption fee per unit:
                        (a)   In dollars ((9(a) + 14) / 15);
                        (b)   In percentage (16(a) of (9(a) + 14));
                              Not applicable.


                                      26

<PAGE>

PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES
FROM AND TO SECURITY HOLDERS

47.   Furnish a statement as to the procedure with respect to the  maintenance
      of  a  position  in  the  underlying  securities  or  interests  in  the
      underlying securities,  the extent and nature thereof and the person who
      maintains  such a position.  Include a description of the procedure with
      respect to the  purchase of  underlying  securities  or interests in the
      underlying  securities from security holders who exercise  redemption or
      withdrawal  rights  and  the  sale  of such  underlying  securities  and
      interests in the underlying securities to other security holders.

                  See the response to Item 16., above,  which Registrant
                  incorporates   herein  by   reference.   There  is  no
                  procedure for the purchase of underlying securities or
                  interests  therein  from  Policy  owners who  exercise
                  surrender rights.

      State whether the method of valuation of such  underlying  securities or
      interests in underlying  securities differs from that set forth in Items
      44 and 46. If any item of expenditure  included in the  determination of
      the  valuation  is not or may not  actually  be  incurred  or  expended,
      explain  the  nature  of  such  item  and  who  may  benefit   from  the
      transaction.

                  Not applicable.


                                       V

                INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48.   Furnish the following information as to each trustee or custodian of the
      trust;

      (a)   Name and principal business address;

      (b)   Form of organization;

      (c)   State or other sovereign power under the laws of which the trustee
            or custodian was organized;

      (d)   Name of governmental supervising or examining authority.

                  Items  48.(a)-(d) are not applicable.  Registrant does
                  not have a trustee or custodian.

49.   State  the basis for  payment  of fees or  expenses  of the  trustee  or
      custodian  for  services  rendered  with  respect  to the  trust and its
      securities,  and the aggregate  amount thereof for the last fiscal year.


                                      27

<PAGE>

      Indicate  the  person  paying  such  fees or  expenses.  If any  fees or
      expenses are prepaid, state the unearned amount.

                  Not applicable.  Registrant does not have a trustee or
                  custodian.

50.   State  whether the trustee or  custodian  or any other person has or may
      create  a lien  on  the  assets  of the  trust,  and  if so,  give  full
      particulars,  outlining the substance of the provisions of any indenture
      or agreement with respect thereto.

                  Not applicable.  Registrant does not have a trustee or
                  custodian, and no other party may create a lien on the
                  assets of the trust.


                                      VI

                      INFORMATION CONCERNING INSURANCE OF
                             HOLDERS OF SECURITIES

51.   Furnish the following  information  with respect to insurance of holders
      of securities:

      (a)   The name and address of the insurance company;

      (b)   The types of policies and whether individual or group policies;

      (c)   The types of risks insured and excluded;

      (d)   The coverage of the policies;

      (e)   The  beneficiaries  of such  policies  and the uses to  which  the
            proceeds of policies must be put;

      (f)   The terms and manner of cancellation and of reinstatement;

      (g)   The method of  determining  the amount of  premiums  to be paid by
            holders of securities;

      (h)   The amount of aggregate  premiums  paid to the  insurance  company
            during the last fiscal year;

      (i)   Whether any person other than the insurance  company  receives any
            part of such  premiums,  the  name of  each  such  person  and the
            amounts  involved,   and  the  nature  of  the  services  rendered
            therefor;


                                      28

<PAGE>

      (j)   The substance of any other material provisions of any indenture or
            agreement of the trust relating to insurance.

                  Not  applicable.  But see the full  particulars of the
                  material insurance-related  provisions of the Policies
                  that are contained in the Prospectus, which Registrant
                  incorporates herein by reference.


                                      VII

                             POLICY OF REGISTRANT

52.   (a)   Furnish  the  substance  of the  provisions  of any  indenture  or
            agreement with respect to the conditions upon which and the method
            of selection by which particular  portfolio securities must or may
            be eliminated  from assets of the trust or must or may be replaced
            by other portfolio  securities.  If an investment adviser or other
            person  is to be  employed  in  connection  with  such  selection,
            elimination or  substitution,  state the name of such person,  the
            nature of any affiliation to the depositor,  trustee or custodian,
            and any principal  underwriter,  and the amount of remuneration to
            be received for such  services.  If any  particular  person is not
            designated  in the indenture or  agreement,  describe  briefly the
            method of selection of such person.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under the captions  "Basic  Questions  You May
                  Have:  To what  extent  will AGL vary  the  terms  and
                  conditions  of  the  Policies  in  particular  cases?"
                  "Additional  Information:  Additional  Rights  That We
                  Have." AGL will not  substitute  another  security for
                  the underlying  securities  held by Registrant  unless
                  the Commission shall have approved such  substitution,
                  as required by applicable law.

      (b)   Furnish the following information with respect to each transaction
            involving the  elimination of any underlying  security  during the
            period covered by the financial statements filed herewith:

            (1)   Title of security;

            (2)   Date of elimination;

            (3)   Reasons for elimination;

            (4)   The use of the  proceeds  from  the  sale of the  eliminated
                  security;


                                      29

<PAGE>

            (5)   Title of security substituted, if any;

            (6)   Whether  depositor,   principal   underwriter,   trustee  or
                  custodian or any  affiliated  person of the  foregoing  were
                  involved in the transaction;

            (7)   Compensation  or  remuneration  received by each such person
                  directly or indirectly as a result of the transaction;

                  Not  applicable,  because  no  Policies  have yet been
                  issued.

      (c)   Describe the policy of the trust with respect to the  substitution
            and  elimination  of the  underlying  securities of the trust with
            respect to:

            (1)   the grounds for elimination and substitution;

            (2)   the type of  securities  which  may be  substituted  for any
                  underlying security;

            (3)   whether  the  acquisition  of such  substituted  security or
                  securities would constitute the  concentration of investment
                  in a  particular  industry or group of  industries  or would
                  conform  to a policy of  concentration  of  investment  in a
                  particular industry or group of industries;

            (4)   whether such substituted securities may be the securities of
                  another investment company; and

            (5)   the  substance  of  the   provisions  of  any  indenture  or
                  agreement  which  authorize  or  restrict  the policy of the
                  registrant in this regard.

      (If this subject has been  entirely  covered in Item 52.(b),  state "not
      applicable".)

                  In answer to this  item,  Registrant  incorporates  by
                  reference  herein the  responses  to Items  52.(a) and
                  52.(b), above.

      (d)   Furnish a description of any policy (exclusive of policies covered
            by  paragraphs  (a) and (b) herein) of the trust which is deemed a
            matter of fundamental policy and which is elected to be treated as
            such.

                  None.


                                      30

<PAGE>

 REGULATED INVESTMENT COMPANY

53.   (a)   State the taxable status of the trust.

                  In answer to this item, Registrant incorporates herein
                  by reference  disclosure  contained in the Prospectus,
                  set out under  the  caption  "Additional  Information:
                  Separate Account VL-R; Tax Effects."

      (b)   State  whether the trust  qualified for the last taxable year as a
            regulated  investment  company as  defined  in Section  851 of the
            Internal  Revenue  Code of 1954,  and state its present  intention
            with  respect to such  qualifications  during the current  taxable
            year.

                  Not  applicable  because  Registrant is not a separate
                  taxable entity.


                                     VIII

                     FINANCIAL AND STATISTICAL INFORMATION

54.   If the trust is not the issuer of  periodic  payment  plan  certificates
      furnish the following  information  with respect to each class or series
      of its securities: [Chart omitted.]

                  Not applicable.  Registrant is deemed to be the issuer
                  of periodic payment plan certificates.

55.   If the trust is the issuer of  periodic  payment  plan  certificates,  a
      transcript of a hypothetical account shall be filed in approximately the
      following form on the basis of the certificate  calling for the smallest
      amount of payments.  The schedule  shall cover a certificate of the type
      currently  being sold assuming that such  certificate had been sold at a
      date approximately ten years prior to the date of registration or at the
      approximate date of organization of the trust. [Chart omitted.]

                  Not  applicable.   The  Policies  are  life  insurance
                  policies  and do not  operate  as the  usual  periodic
                  payment plan  certificate.  Furthermore,  the Policies
                  have not yet been sold,  and  Registrant  does not yet
                  have an operating history.

56.   If the  trust is the  issuer  of  periodic  payment  plan  certificates,
      furnish by years for the  period  covered  by the  financial  statements
      filed herewith in respect of certificates  sold during such period,  the
      following  information  for each  fully  paid type and each  installment


                                   31

<PAGE>

      payment type of periodic payment plan certificate currently being issued
      by the trust. [Chart omitted.]

                  Not  applicable.  See the response to Item 55., above,
                  which Registrant incorporates herein by reference.

57.   If the  trust is the  issuer  of  periodic  payment  plan  certificates,
      furnish by years for the  period  covered  by the  financial  statements
      filed herewith the following  information for each  installment  payment
      plan certificate currently being issued by the trust. [Chart omitted.]

                  Not  applicable.  See the response to Item 55., above,
                  which Registrant incorporates herein by reference.

58.   If the trust is the issuer of periodic payment plan certificates furnish
      the following  information for each installment payment type of periodic
      payment plan certificate  outstanding as at the latest practicable date.
      [Chart omitted.]

                  Not  applicable.  See the response to Item 55., above,
                  which Registrant incorporates herein by reference.

59.   Financial  statements shall be filed in accordance with the instructions
      given below. [Instructions omitted.]

FINANCIAL STATEMENTS OF THE TRUST

      No financial  statements are filed herewith for  Registrant,  because it
      has not yet commenced operations, has no assets or liabilities,  and has
      not received any income or incurred any expenses.

FINANCIAL STATEMENTS OF THE DEPOSITOR

      Registrant incorporates by reference herein the financial statements and
      other text contained under  ("Financial  Statements") in the Prospectus.
      (Notwithstanding   general   instruction  2(d)  to  Form  N-8B-2,   such
      incorporation  by  reference is being made  pursuant to the  established
      administrative  practice  of the  Commission  and its  staff,  which  is
      consistent with the Commission's  adoption of Regulation S-T and related
      amendments  to  the  Commission's   rules  regarding   incorporation  by
      reference.)


                                      32

<PAGE>

                                   EXHIBITS

(Notwithstanding  general  instruction 2(d) to Form N-8B-2,  various exhibits,
described below,  have been incorporated  herein by reference  pursuant to the
established  administrative  practice of the  Commission  and its staff.  Such
practice is consistent  with the  Commission's  adoption of Regulation S-T and
related  amendments  to the  Commission's  rules  regarding  incorporation  by
reference.)


A.    Furnish  the most recent  form of the  following  as amended to date and
      currently in effect:

      (1)     The  indenture or  agreement  under the terms of which the trust
              was organized or issued securities.

              (a)     Resolutions of Board of Directors of AGL authorizing the
                      establishment  of Separate Account VL-R. The resolutions
                      are filed as Exhibit  1.(1)(a) to Registrant's  Form S-6
                      Registration  Statement under the Securities Act of 1933
                      ("Registration     Statement"),     which     Registrant
                      incorporates herein by reference.

              (b)     Resolutions of Board of Directors of AGL authorizing the
                      establishment  of variable life  insurance  standards of
                      suitability  and conduct.  The  resolutions are filed as
                      Exhibit 1.(1)(b) to Registrant's Registration Statement,
                      which Registrant incorporates herein by reference.

      (2)     The  indenture  or  agreement  pursuant to which the proceeds of
              payments of securities are held by the custodian or trustee,  if
              such  indenture or agreement is not the same as the indenture or
              agreement referred to in paragraph (1).

                  Inapplicable.

      (3)(a)  Agreements  between  the  trust  and  principal  underwriter  or
              between the depositor and principal underwriter.

              (i)     Distribution  Agreement  dated October 3, 1991,  between
                      American  General  Securities  Incorporated and American
                      General Life Insurance Company..  Filed by pre-effective
                      amendment   to   the   Registration   Statement,   which
                      Registrant incorporates herein by reference.

              (ii)    Form of First Amendment to Distribution Agreement. Filed
                      by   pre-effective   amendment   to   the   Registration
                      Statement,   which  Registrant  incorporates  herein  by
                      reference.

      (3)(b)  Specimen of typical agreements between principal underwriter and
              dealers, managers, sales supervisors and salesmen.


                                      33

<PAGE>

                  Form   of   Selling   Group   Agreement.    Filed   by
                  pre-effective amendment to the Registration Statement,
                  which Registrant incorporates herein by reference.

      (3)(c)  Schedules of sales commissions referred to in Item 38(c).

                  Schedule of  Commissions.  Included  under the caption
                  "Additional    Information:    Distribution   of   the
                  Policies," in the Prospectus  that is filed as part of
                  the   Registration    Statement,    which   Registrant
                  incorporates herein by reference.

      (4)     Any  agreement   between  the  principal   underwriter  and  the
              custodian or trustee other than  indentures  or  agreements  set
              forth in  paragraphs  (1), (2) and (3) with respect to the trust
              or its securities.

                  Not applicable.

      (5)     The form of each type of security.

              (a)(i)  Specimen  form of the  "Platinum  Investor  I"  Variable
                      Universal Life Insurance Policy (Policy Form No. 97600).
                      Filed  as  Exhibit   1.(5)(a)(i)  to  the   Registration
                      Statement,   which  Registrant  incorporates  herein  by
                      reference.

              (a)(ii) Specimen  form of the  "Platinum  Investor  II" Variable
                      Universal Life Insurance Policy (Policy Form No. 97610).
                      Filed  as  Exhibit   1.(5)(a)(ii)  to  the  Registration
                      Statement,   which  Registrant  incorporates  herein  by
                      reference.

              (b)     Specimen form of application  for Policy Form Nos. 97600
                      and 97610. Filed as Exhibit 1.(5)(b) to the Registration
                      Statement,   which  Registrant  incorporates  herein  by
                      reference.

      (6)     The  certificate  of   incorporation   or  other  instrument  of
              organization and by- laws of the depositor.

              (a)     Amended  and  Restated   Articles  of  Incorporation  of
                      American  General  Life  Insurance  Company,   effective
                      December 31, 1991.

                  Incorporated  by reference in Exhibit  1.(6)(a) to the
                  Registration Statement,  which Registrant incorporates
                  herein by reference.

              (b)     Bylaws  of  American  General  Life  Insurance  Company,
                      adopted January 22, 1992.


                                      34


<PAGE>

                  Incorporated  by reference in Exhibit  1.(6)(a) to the
                  Registration Statement,  which Registrant incorporates
                  herein by reference.

      (7)     Any insurance  policy under a contract between the trust and the
              insurance  company or between the  depositor  and the  insurance
              company, together with the table of insurance premiums.

                  Inapplicable.

      (8)     Any agreement between the trust or the depositor  concerning the
              trust  with the  issuer,  depositor,  principal  underwriter  or
              investment  adviser of any underlying  investment company or any
              affiliated person of such persons.

              (a)     Form  of  Participation   Agreement  By  and  Among  AIM
                      Variable Insurance Funds, Inc.., AIM Distributors, Inc.,
                      American  General Life Insurance  Company,  on Behalf of
                      Itself and its Separate  Accounts,  and American General
                      Securities   Incorporated.    Filed   by   pre-effective
                      amendment   to   the   Registration   Statement,   which
                      Registrant incorporates herein by reference.

              (b)     Form  of  Participation  Agreement  by and  between  the
                      Variable  Annuity  Life  Insurance  Company an  American
                      General Life Insurance  Company.  Filed by pre-effective
                      amendment   to   the   Registration   Statement,   which
                      Registrant incorporates herein by reference.

              (c)     Form of Participation Agreement Between American General
                      Life Insurance  Company and Dreyfus Variable  Investment
                      Fund, The Dreyfus Socially Responsible Growth Fund, Inc.
                      and dreyfus Life and Annuity  Index Fund,  Inc..  (Filed
                      herewith.)

              (d)     Form of  Participation  Agreement  with  Adviser for MFS
                      Variable   Insurance   Trust.   Filed  by  pre-effective
                      amendment   to   the   Registration   Statement,   which
                      Registrant incorporates herein by reference.

              (e)     Amended Form of Participation Agreement with Adviser for
                      Morgan Stanley Series  Universal  Funds.,  Inc. Filed by
                      pre-effective  amendment to the Registration  Statement,
                      which Registrant incorporates herein by reference.

              (f)     Form of Participation Agreement with Adviser for Putnam.
                      Filed by  pre-effective  amendment  to the  Registration
                      Statement,   which  Registrant  incorporates  herein  by
                      reference.


                                   35

<PAGE>

              (g)     Form of Participation  Agreement with Adviser for Safeco
                      Resources Series Trust. Filed by pre-effective amendment
                      to  the   Registration   Statement,   which   Registrant
                      incorporates herein by reference.

              (h)     Form of  Amendment  Number  2 to  Amended  and  Restated
                      Participation   Agreement   among  Van  Kampen  American
                      Capital  Life  Investment  Trust,  Van  Kampen  American
                      Capital Distributors,  Inc., Van Kampen American Capital
                      Asset Management,  Inc., American General Life Insurance
                      Company,  and American General Securities  Incorporated.
                      Filed by  pre-effective  amendment  to the  Registration
                      Statement,   which  Registrant  incorporates  herein  by
                      reference.

              (i)     Form of  Administrative  Services  Agreement between AGL
                      and fund distributor or advisor.  Filed by pre-effective
                      amendment   to   the   Registration   Statement,   which
                      Registrant incorporates herein by reference.

      (9)     All other  material  contracts  not entered into in the ordinary
              course of business of the trust or of the  depositor  concerning
              the trust.

                  Not applicable.

      (10)    Form of application for a periodic plan certificate.

              (a)     Specimen form of application  for life insurance  issued
                      by AGL. Filed as Exhibit  1.(10)(a) to the  Registration
                      Statement,   which  Registrant  incorporates  herein  by
                      reference.

              (b)     Specimen form of  supplemental  application for variable
                      life  insurance  issued by AGL on Policy Form No.  97600
                      and Policy Form No. 97610. Filed as Exhibit 1.(10)(b) to
                      the    Registration    Statement,    which    Registrant
                      incorporates herein by reference.


                                      36

<PAGE>

                                   SIGNATURE


      Pursuant  to the  requirements  of the  Investment  Company Act of 1940,
American General Life Insurance Company,  as depositor of the Registrant,  has
caused  this  registration  statement  to be  duly  signed  on  behalf  of the
Registrant in the City of Houston and State of Texas on the 16th day of March,
1998.


(SEAL)
                           Signature:  Separate Account VL-R of American
                                       General Life Insurance Company
                                       (Registrant)

                                  By:  American General Life Insurance Company
                                       (Depositor)


                                  By:  /s/ROBERT F. HERBERT
                                       --------------------
                                       Robert F. Herbert
                                       Senior Vice President


Attest: /s/STEVEN A. GLOVER
        -------------------
        Steven A. Glover
        Assistant Secretary



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