AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT VL R, 485APOS, 1999-02-22

AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT VL R
485APOS, 1999-02-22

Previous: STEELCASE INC, 5, 1999-02-22

Next: AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT VL R, NSAR-U, 1999-02-22

<PAGE>

Registration No. 333-42567

As filed with the Securities and Exchange Commission on February 22, 1999

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL-R
(Exact Name of Trust)

AMERICAN GENERAL LIFE INSURANCE COMPANY
(Exact Name of Depositor)
2727-A Allen Parkway
Houston, Texas 77019-2191
(Complete Address of Depositor's Principal Executive Offices)

Pauletta P. Cohn, Esq.
Associate General Counsel and Secretary
American General Life Companies
2727 Allen Parkway
Houston, Texas 77019-2191
(Name and Complete Address of Agent for Service)

Title and Amount of Securities Being Registered:
An Indefinite Amount of Units of Interest in
American General Life Insurance Company
Separate Account VL-R
Under Variable Life Insurance Policies

Amount of Filing Fee: None required.

It is proposed that this filing will become effective 60 days after filing
pursuant to paragraph (a)(1) of Rule 485.

Registrant elects to be governed by Rule 6e-3(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>

AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL-R
RECONCILIATION AND TIE BETWEEN ITEMS IN FORM
N-8B-2 AND THE PROSPECTUS
(PURSUANT TO INSTRUCTION 4 OF FORM S-6)
<TABLE>
<CAPTION>

ITEM NO. OF FORM N-8B-2* CAPTION IN PROSPECTUS

<S> <C>
1 Additional Information: Separate Account VL-R.

2 Additional Information: AGL.

3 Inapplicable.**

4 Additional Information: Distribution of Policies.

5, 6 Additional Information: Separate Account 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), 10(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 AGL pays out any
proceeds from my Policy?

10(e) Basic Questions You May Have: Must I invest any minimum
amount in a Policy?

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 AGL vary
the terms and conditions of the Policies in particular cases?
Additional Information: Voting Privileges; Additional Rights
That We Have.

</TABLE>
i
<PAGE>

<S> <C>

10(g)(3), 10(g)(4), 10(h)(3), 10(h)(4) Inapplicable.**

10(i) Additional information: Separate Account VL-R; Tax Effects.

11 Basic Questions You May Have: How will the value of my
investments change over time?

12(a) Additional Information: Separate Account VL-R; Front Cover.

12(b) Inapplicable.**

12(c), 12(d) Inapplicable.**

12(e) Inapplicable, because the Separate Account has not yet
commenced operations.

13(a) Basic Questions You May Have: What charges will AGL deduct
from my investment 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.

13(b) Illustrations of Hypothetical Policy Benefits.

13(c) Inapplicable.**

13(d) Basic Questions You May Have: To what extent will AGL vary
the terms and conditions of the Policies in particular cases?

13(e), 13(f) None.

14 Basic Questions You May Have: How can I invest money in a
Policy?

15 Basic Questions You May Have: How can I invest money in a
Policy? How do I communicate with AGL?

16 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), 17(b) Captions referenced under Items 10(c), 10(d), and 10(e).

17(c) Inapplicable.**

</TABLE>
ii
<PAGE>

<S> <C>
18(a) Captions referred to under Item 16.

18(b), 18(d) Inapplicable.**

18(c) Additional Information: Separate Account VL-R.

19 Additional Information: Separate Account VL-R; Our Reports to
Policy Owners.

20(a) Captions referenced under Items 10(g)(1), 10(g)(2), 10(h)(1),
and 10(h)(2).

20(a), 20(b), 20(c), 20(d) Inapplicable.**
20(e), 20(f)

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: Payment of Policy Proceeds--Delay to
Challenge Coverage.

23 Inapplicable.**

24 Additional Information: Additional Rights That We Have

25 Additional Information: American General Life Insurance
Company.

26 Inapplicable, because the Separate Account has not yet
commenced operations.

27 Additional Information: American General Life Insurance
Company.

28 Additional Information: AGL's Management.

29 Additional Information: AGL.

30, 31, 32, 33, 34 Inapplicable, because the Separate Account has not yet
commenced operations.

</TABLE>
iii
<PAGE>

<S> <C>
35 Inapplicable.**

36 Inapplicable.**

37 None.

38, 39 Additional Information: Distribution of the Policies.

40 Inapplicable, because the Separate Account has not yet
commenced operations.

41(a) Additional Information: Distribution of the Policies.

41(b), 41(c) Inapplicable.**

42, 43 Inapplicable, because the Separate Account has not yet
commenced operations or issued any securities.

44(a)(1), 44(a)(2), Basic Questions You May Have: How will the value of my
44(a)(3) investment in a Policy change over time?

44(a)(4) Additional Information: Tax Effects--Our Taxes.

44(a)(5), 44(a)(6) Basic Questions You May Have: What charges will AGL deduct
from my investment in a Policy?

44(b) Inapplicable.**

44(c) Caption referenced in 13(d) above.

45 Inapplicable, because the Separate Account has not yet
commenced operations.

46(a) Captions referenced in 44(a) above.

46(b) Inapplicable.**

47, 48, 49 None.

50 Inapplicable.

51 Inapplicable.

52(a), 52(c) Basic Questions You May Have: To what extent will AGL vary
</TABLE>

iv
<PAGE>
<TABLE>
<CAPTION>

<S> <C>

the terms and conditions of the Policies in particular
cases? Additional Information: Additional Rights That We Have

52(b), 52(d) None.

53(a) Additional Information: Tax Effects--Our Taxes.

53(b), 54 Inapplicable.

55 Illustrations of Hypothetical Policy Benefits.

56-59 Inapplicable.**
</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 VL-R has, simultaneously herewith, filed a notice of
registration as an investment company on Form N-8A under the Investment Company
Act of 1940, and it is filing a Form N-8B-2 Registration Statement at or about
the time this amended Registration Statement is filed. Pursuant to Sections 8
and 30(b)(1) of the Investment Company Act of 1940, 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.

** 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.

v
<PAGE>

PLATINUM INVESTOR I /(SM)/ AND
PLATINUM INVESTOR II /(SM)/

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES (THE "POLICIES") ISSUED BY
AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL")

HOME OFFICE: SPRINGFIELD SERVICE CENTER:

<TABLE>
<S> <C> <C> <C>
(Express Delivery) (US Mail) (Express Delivery) (US Mail)
2727-A Allen Parkway Variable Universal Life #1 Franklin Square Variable Universal Life
Houston, Texas 77019-2191 Administration Springfield, Illinois 62713-0001 Administration
PHONE: 1-888-325-9315 P.O. Box 4880 PHONE: 1-888-325-9315 P.O. Box 19520
or 1-713-831-3443 Houston, Texas 77210-4880 or 1-800-528-2011 Springfield, Illinois 62794-9520
FAX: 1-713-620-3371 FAX: 1-217-528-2404
</TABLE>

The Home Office addresses are for the use of applicants and Policy owners whose
AGL representative is associated with any broker-dealer except Franklin
Financial Services Corporation ("FFSC"). The Springfield Service Center
services the needs of applicants and Policy owners whose AGL representative is
associated with the FFSC broker-dealer. Your AGL representative will tell you
if you should use the Home Office or Springfield Service Center addresses. All
premium payments, requests, directions and other communications should be
directed to the appropriate location. See "How do I communicate with AGL?" on
page ____. Also see "Services Agreements" on page ____.

Investment options. The AGL declared fixed interest account is the fixed
investment option for these Policies. You can also invest in the following
variable investment options. You may change your selections from time to time:

<TABLE>
<CAPTION>
AIM VARIABLE INSURANCE FUNDS, INC. AMERICAN GENERAL SERIES DREYFUS VARIABLE MFS VARIABLE INSURANCE
.AIM V.I. International PORTFOLIO COMPANY INVESTMENT FUND TRUST
Equity Fund .International Equities .Quality Bond Portfolio .MFS Emerging Growth
.AIM V.I. Value Fund Fund/1/ .Small Cap Portfolio Series
.MidCap Index Fund/1,2/
.Money Market Fund/1/
.Stock Index Fund/1,2/

AIM Advisors, Inc.* /1/Variable Annuity Life The Dreyfus Corporation/*/ Massachusetts Financial

Insurance Company* Services Company/*/
/2/Bankers Trust Company+
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, PUTNAM VARIABLE TRUST SAFECO RESOURCE VAN KAMPEN LIFE
INC. .Putnam VT Diversified SERIES TRUST INVESTMENT TRUST
.Equity Growth Portfolio/1/ Income Fund .Equity Portfolio .Strategic Stock
.High Yield Portfolio/2/ .Putnam VT Growth .Growth Portfolio Portfolio
and Income Fund
.Putnam VT International
Growth and Income Fund Van Kampen Asset
SAFECO Asset Management Management Inc.*
/1/Morgan Stanley Dean Witter Investment Putnam Management, Inc.* Company*
Management Inc.*
/2/Miller Anderson & Sherrerd, LLP*
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

*The Investment Adviser of the investment
option
+The Investment Sub-Adviser of the investment option
<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 AGL REPRESENTATIVE OR FROM US AT EITHER OUR HOME OFFICE
OR SPRINGFIELD SERVICE CENTER LISTED ABOVE.

Other choices you have. During the insured person's lifetime, you can also
(1) change the amount of insurance, (2) borrow or withdraw amounts you have in
our investment options, (3) choose, within limits, when and how much you invest,
and (4) choose whether the amounts you have in our investment options will, upon
the insured person's death, 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 8.

Right to return. If for any reason you are not satisfied with your Policy,
you may return it to us for a full refund. (In some states, we will adjust this
amount for any investment performance you have earned.) To exercise your right
to return your Policy, you must mail it directly to the Home Office or
Springfield Service Center address shown on the first page of this prospectus or
return it to the AGL representative through whom you purchased the Policy within
10 days after you receive it. In a few states, this period may be longer.
Because you have this right, we will invest your initial 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 premium.

We have designed this prospectus to provide you with information that you
should have before investing in the Policies Please read the prospectus
carefully and keep it for future reference.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") OR 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 BOOKLET IS CALLED A "PROSPECTUS." ITS DATE IS _______ __, 1999.

2
<PAGE>

GUIDE TO THIS PROSPECTUS

This booklet (which is called a 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.

This prospectus describes two versions of the Platinum Investor Policies:
the Platinum Investor I and the Platinum Investor II Policies. Your AGL
representative can advise you which version of the Policy he or she offers or
whether he or she offers both. You cannot change to a different version once
your coverage takes effect. The Platinum Investor I and Platinum Investor II
Policies are identical, except for the differences that are discussed beginning
on page __ of this prospectus.

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?

. How can I invest money in a Policy?

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

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

. What charges will AGL deduct from
my investment in a Policy?

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

. Must I invest any minimum amount
in a Policy?

. What are the differences between
the Platinum Investor I and the
Platinum Investor II Policies?

. How can I change my Policy's
investment options?

. How can I change my Policy's
insurance coverage?

. What additional rider benefits
might I select?

. How can I access my investment in
a Policy?

. Can I choose the form in which
AGL pays out the proceeds from my
Policy?
</TABLE>
3
<PAGE>

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

. How will my Policy be treated for
income tax purposes?

. How do I communicate with AGL?

Illustrations of a hypothetical policy. Starting on page __, 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 AGL representative will 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 __, 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 __. You can obtain copies of
our Policy and rider forms from (and direct any other questions to) your AGL
representative or our Home Office (shown on the first page of this prospectus).
You should contact the Springfield Service Center if we requested that you do so
(also shown on the first page).

AGL's financial statements. We have included certain financial statements
of AGL and Separate Account VL-R in this prospectus. These begin on page __.

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 __). That
index will tell you on what page you can read more about many of the words and
phrases that we use.

4
<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. We can refuse to accept
a subsequent premium payment that is less than $50. (Policies issued in some
states or 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.

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
__. 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 circumstances, 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.

Checks and money orders. You must pay premiums by check or money order drawn
on a U.S. bank in U.S. dollars and made payable to "American General Life
Insurance Company," or "AGL." 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 our Home Office
or Springfield Service Center at the appropriate address shown on the front
cover of this prospectus.

Other ways to pay premiums. 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
AGL representative or from our Home Office shown on the front cover of this
prospectus. Premium payments from salary deduction plans may be made only if we
agree.

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.

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 that contains the day of the month that you select.
(The term "valuation period" is described on page __.) You must have at least
$5,000 of

5
<PAGE>

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.

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.

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 __, under "Deductions from each
premium payment." We invest the rest in one or more of the investment options
listed 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 __, under "What charges will AGL
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 free copies of these prospectuses from
your AGL representative, from our Home Office or from the Springfield Service
Center if such Center provides your customer service (both locations are shown
on the first page of this prospectus).

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

6
<PAGE>

by any charges that are allocated to this option under the procedures described
under "Allocation of charges" on page __. The "daily charge" described on page
__ and the charges and expenses of the Mutual Funds discussed on pages ____
below do not apply to our declared fixed interest account option.

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

WHAT IS THE BASIC AMOUNT OF INSURANCE ("DEATH BENEFIT") THAT AGL 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:

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 95 100

%: 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.

7
<PAGE>

WHAT CHARGES WILL AGL 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.
These taxes currently range from .75% to 3.5%. Please let us know if you move
to another jurisdiction, so we can adjust this charge if required. 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
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. The cost of insurance rates are
generally lower under the Platinum Investor II Policy than under the Platinum
Investor I Policy.

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.

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 (except in
Montana) 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 avocational risks
may be charged higher cost of insurance rates and other additional charges based
on the specified amount of insurance coverage under their Policy.

8
<PAGE>

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.

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 ___, under "What additional rider benefits
might I select?"

Additional monthly charge for Platinum Investor II Policies during the first
two years. This charge is described on page __ under "What are the differences
between the Platinum Investor I and the Platinum Investor II Policies?"

Surrender charge for Platinum Investor I Policies. The Platinum Investor I
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 Platinum Investor I
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 __, 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 a $25 transaction fee for each partial
surrender you make.

Charge for taxes. We can make a charge in the future for 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.

Allocation of charges. You may choose from which of your investment options
we deduct all monthly charges. If you do not have enough accumulation value in
any investment option to comply with your selection, 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

9
<PAGE>

decrease in specified amount that is requested under a Platinum Investor I
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 indirectly the return you will earn on any
accumulation value that you have invested in that Fund. These charges and
expenses currently are as follows:

[TO BE UPDATED IN RULE 485(B) FILING]
THE MUTUAL FUNDS' ANNUAL EXPENSES/1/ (as a percentage of average net assets)

TOTAL
FUND OTHER FUND OPERATING FUND
MANAGEMENT EXPENSES (AFTER EXPENSE OPERATING
NAME OF FUND FEES REIMBURSEMENT) EXPENSES
- ------------ ---------- ----------------------- ---------
<S> <C> <C> <C>
The following funds of AIM VARIABLE
INSURANCE FUNDS, INC.:
V.I. International Equity Fund ___% ___% ___%
V.I. Value Fund ___% ___% ___%

The following funds of AMERICAN GENERAL
SERIES PORTFOLIO COMPANY ("AGSPC"):
International Equities Fund ___% ___% ___%
MidCap Index Fund ___% ___% ___%
Money Market Fund ___% ___% ___%
Stock Index Fund ___% ___% ___%

The following funds of DREYFUS VARIABLE
INVESTMENT FUND:
Quality Bond Portfolio ___% ___% ___%
Small Cap Portfolio ___% ___% ___%

The following series of MFS VARIABLE
INSURANCE TRUST:
MFS Emerging Growth Series ___% ___% ___%

The following portfolios of MORGAN
STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Equity Growth Portfolio ___% ___% ___%
High Yield Portfolio ___% ___% ___%
</TABLE>

10
<PAGE>

The following portfolios of PUTNAM
VARIABLE TRUST:
Putnam VT Diversified Income Fund ___% ___% ___%
PutnamVT Growth and Income Fund ___% ___% ___%
Putnam VT International Growth ___% ___% ___%
and Income Fund

The following portfolios of SAFECO
RESOURCES SERIES TRUST:
Equity Portfolio ___% ___% ___%
Growth Portfolio ___% ___% ___%

The following portfolio of VAN KAMPEN
LIFE INVESTMENT TRUST:
Strategic Stock Portfolio ___% ___% ___%
</TABLE>

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

/1/The Mutual Funds' advisers or administrators have entered into administrative
services agreements with AGL. The advisers or administrators pay fees to AGL
for these services. The fees do not have a direct relationship to the Mutual
Funds' Annual Expenses. (See "Service Agreements.")

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 these or any other specific amounts of premiums
is not mandatory. You need to invest only enough to ensure either that your
Policy's cash surrender value stays above zero or, if you own a Platinum
Investor I Policy, that your 5 year no-lapse guarantee (discussed below) remains
in effect. ("Cash surrender value" is explained under "Full surrender" on page
__.) The less you invest, the more likely it is that your Policy's cash
surrender value 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 cash surrender value does
fall to zero, we will notify you and give you a grace period 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. (The only exception is if the guarantee is in effect that is
described below under "Monthly guarantee premiums under Platinum Investor I
Policies.") 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 would have to pay certain extra amounts that we
require. In the Policy form itself, you will find additional information about
the values and terms of a Policy after it is reinstated.

11
<PAGE>

Monthly guarantee premiums under the Platinum Investor I Policies. Page 3 of
a Platinum Investor I Policy will specify a "Monthly Guarantee Premium." On the
first day of each Policy month that the cash surrender value is not sufficient
to pay the monthly deduction, we check to see if the cumulative amount of
premiums paid under such a Policy is at least equal to the sum of the monthly
guarantee premiums for all Policy months to date, including the Policy month
then starting. (Policy months are measured from the "Date of Issue" that will
also be shown on page 3 of the Policy.) So long as at least this amount of
premium payments has been paid by the beginning of that Policy month, a Platinum
Investor I Policy will not enter a grace period or terminate (i.e., lapse)
because of insufficient cash surrender value during the first 5 Policy years.
If:

.this test is not met on the monthly deduction day at the beginning of
any Policy month, the Policy enters the grace period;

.a sufficient premium is not paid before the end of the grace period,
the Policy and the 5 year no-lapse guarantee terminate;

.the Policy is later reinstated, the 5 year no-lapse guarantee may
also be reinstated if sufficient premiums are paid, although the
reinstated guarantee will in no case extend beyond the date that
originally marked the end of its maximum 5 year duration.

The amount of premiums that must be paid to maintain the 5 year no-lapse
guarantee will be increased by the cumulative amount of any loans (including any
loan increases to pay interest) and partial surrenders you have taken from your
Policy. Such monthly guarantee premiums also will be higher following any
requested increase in the specified amount of insurance coverage, or following a
requested addition of (or increase in) certain rider benefits. On the other
hand, the monthly guarantee premium will be lower following any requested
decrease in the specified amount of insurance coverage, or following a requested
cancellation of (or decrease in) certain riders. If your Policy is the Platinum
Investor I version, we will send you an endorsement to your Policy that will
tell you what your new monthly guarantee premium is. However, none of the
above-mentioned changes extends the no-lapse period beyond 5 years or
establishes a new no-lapse guarantee.

The 5 year no-lapse guarantee described in the two previous paragraphs is not
available in all states.

Although we will bill you for planned premiums, we will not send any specific
bills for the amount of any monthly guarantee premium that is due.

WHAT ARE THE DIFFERENCES BETWEEN THE PLATINUM INVESTOR I AND THE PLATINUM
INVESTOR II POLICIES?

Depending on your own financial circumstances and goals, and the uses to
which you intend to put a Platinum Investor Policy, either version of the Policy
may be appropriate for you. You should consult carefully with your AGL
representative about this. Important factors may include how much accumulation
value you intend to maintain in the Policy relative to the amount of the

12
<PAGE>

Policy's death benefit and how likely it is that you may choose to surrender
your Policy or otherwise reduce your Policy's specified amount in the future.

The differences between the two versions of Platinum Investor are:

. Platinum Investor I is available for specified amounts of $100,000 or
more. Platinum Investor II is available only for specified amounts of
$500,000 or more. You may not request a specified amount decrease (or a
partial surrender) under a Platinum Investor I that would reduce the
specified amount to less than $100,000 or under a Platinum Investor II
Policy that would reduce the specified amount to less than $500,000.

. Platinum Investor I is available for insured persons through age 80.
Platinum Investor II is available for insured persons who are age 18
through age 80.

. The Platinum Investor II version of the Policy does not have a surrender
charge.

. The Platinum Investor II version of the Policy does not have a 5 year
no-lapse guarantee.

. The two versions of Platinum Investor have different current cost of
insurance rates. Since this difference results in differing accumulation
values, you should carefully review the Policy illustrations that are
available to you.

. The Platinum Investor II version of the Policy has a monthly expense
charge during the first two Policy years (and the first two years after any
requested increase in the Policy's specified amount). The amount of this
charge depends on the age and other insurance characteristics of the
insured person. The amount of this charge will be shown on page 4 of a
Platinum Investor II Policy. It may initially be as much as $1.88 per
$1,000 of specified amount (or increase of specified amount), or as low as
$0.0999 per $1,000 of specified amount (or increase of specified amount).
(After the two-year periods mentioned above, this charge is zero.) This
additional monthly charge does not apply to the Platinum Investor I version
of the Policies.

HOW CAN I CHANGE MY POLICY'S INVESTMENT OPTIONS?

Future premium payments. You may at any time change the investment options
in which future premiums you pay 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 __. Also, you may not in any one Policy year
make

13
<PAGE>

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
reserve the right at any time and without prior notice to any party to
terminate, suspend, or modify our policies or procedures regarding telephone
requests or to stop permitting telephone requests altogether.

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.

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. For example, 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, if:

. you have the Platinum Investor I version of the Policy, a new amount
of surrender charge and monthly guarantee premium apply 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 Platinum Investor I Policy; or

. you have the Platinum Investor II version of the Policy, an
additional monthly expense charge applies for the first two years
following the request for an increase in specified amount. This
amount is also the same as it would be if we were instead issuing the
same amount of additional coverage as a new Platinum Investor II
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 for a Platinum Investor I Policy and $500,000 for a
Platinum Investor II Policy (or, if greater, the minimum amount that the tax law
requires relative to the amount of premium payments you have made). 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 __, under "Decreases in the specified amount of a
Platinum Investor I Policy."

14
<PAGE>

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 __ of this prospectus to learn about possible tax consequences
of changing your insurance coverage under your Policy.

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.

. Automatic Increase Rider, which provides for automatic increases in your
Policy's specified amount of insurance at certain specified dates and based
on a specified index. After you have met our eligibility requirements for
this rider, these increases will not require that evidence be provided to
us about whether the insured person continues to meet our requirements for
insurance coverage. These automatic increases are on the same terms
(including additional charges) as any other specified amount increase you
request (as described under "Increase in coverage" on page __). There is no
additional charge for the rider itself, although the automatic increases in
the specified amount will increase the monthly insurance charge deducted
from your accumulation value, to compensate us for the additional coverage.

. 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.

. Maturity Extension Rider, which permits you to extend the Policy's
maturity date beyond what it otherwise would be, has two versions from
which to choose.

15
<PAGE>

One version provides for a death benefit after the original maturity
date that is equal to the accumulation value on the date of death. With
this version, all accumulation value that is in the separate account can
remain there. There is no charge for this version.

The other version provides for a death benefit after the original maturity
date equal to the base policy death benefit on the original maturity date.
With this version, if you elect to extend your maturity date, all
accumulation value that is in the separate account will be automatically
transferred at the Policy's original maturity date to the declared fixed
interest account option. There is a monthly charge for this version of the
rider during the first nine Policy years immediately preceding the Policy's
original maturity date. Therefore, this rider may not be added to a Policy
during that 9 year period.

In both versions, only the insurance coverage associated with the base
policy will be extended beyond the original maturity date. No additional
premium payments, new loans, monthly insurance charge, or changes in
specified amount will be allowed after the original maturity date. There is
a flat monthly charge of no more than $10 each month after the original
maturity date.

Extension of the maturity date beyond the insured person's age 100 may
result in the current taxation of increases in your Policy's accumulation
value as a result of interest or investment experience after that time. You
should consult a qualified tax adviser before making such an extension.

. Return of Premium Death Benefit Rider, which provides additional term
life insurance coverage on the person insured under the Policy. The amount
of additional insurance varies so that it always equals the cumulative
amount of premiums paid under the Policy (subject to certain adjustments).

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

. Terminal Illness Rider, which provides for a benefit to be requested if
the Policy's insured person is diagnosed as having a terminal illness (as
defined in the rider) and less than 12 months to live. This rider is not
available in all states. The maximum amount you may receive under this
rider before the insured person's death is 50% of the death benefit payable
under the Policy (excluding any rider benefits) or, if less, $250,000. The
amount of benefits paid under the rider, plus an administrative fee (not to
exceed $250), plus interest on these amounts to the next Policy anniversary
becomes a "lien" against all future Policy benefits. We will continue to
charge interest in advance on the total amount of the lien and will add any
unpaid interest to the total amount of the lien each year. Any time the
total lien, plus any other

16
<PAGE>

Policy loans, exceeds the Policy's then current death benefit, the Policy
will terminate without further value. The cash surrender value of the
Policy also will be reduced by the amount of the lien.

. 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 __. You should consult a
qualified tax adviser.

HOW CAN I ACCESS MY INVESTMENT IN A POLICY?

Full surrender. You may at any time surrender your Policy in full. If you
do, we will pay you the accumulation value, less any Policy loans, and, if you
have the Platinum Investor I version of the Policy, less any surrender charge
that then applies. We call this your "cash surrender value." Because of the
surrender charge, it is unlikely that a Platinum Investor I Policy will have any
cash surrender value during at least the first year unless you pay significantly
more than the monthly guarantee premiums.

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 you have the Platinum Investor I version of the Policy, and we
reduce your Policy's specified amount because you have requested a
partial withdrawal while the Option 1 death benefit is in effect, we
will deduct the same amount of surrender charge, if any, that would
have applied if you had requested such face amount decrease directly.
See "Decreases in the specified amount of a Platinum Investor I
Policy," on page __.

. 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

17
<PAGE>

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.

Exchange of policy in certain states. Certain states require that a Policy
owner be given the right to exchange the Policy for a fixed benefit life
insurance policy, within either 18 or 24 months from the date of issue. This
right is subject to various conditions imposed by the states and us. In such
states, this right has been more fully described in your Policy or related
endorsements to comply with the applicable state requirements.

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.) This rule is not applicable in all states.

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%. 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.

18
<PAGE>

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 95/th/ birthday.

CAN I CHOOSE THE FORM IN WHICH AGL 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.

19
<PAGE>

TO WHAT EXTENT CAN AGL 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 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.

State law requirements. AGL is subject to the insurance laws and regulations
in every jurisdiction in which Platinum Investor is sold. As a result, various
time periods and other terms and conditions described in this prospectus may
vary depending on where you reside. These variations will be reflected in your
Policy and riders, or related endorsements.

Variations in expenses or risks. AGL 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.

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.

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

HOW DO I COMMUNICATE WITH AGL?

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

20
<PAGE>

one owner, each owner generally must join in any requested action, except for
transfers and changes in the allocation of future premiums or changes among the
investment options.

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 our Home Office or Springfield Service Center at the appropriate
address 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;

. partial surrender;

. change of beneficiary or contingent beneficiary;

. change of allocation percentages for premium payments,

. loan repayments or charges;

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

. increase or decrease in specified insurance amount;

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

. election of a payment option for Policy proceeds;

. tax withholding elections; and

. telephone transaction privileges.

You should mail or express these requests to our Home Office or Springfield
Service 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 Home Office or Springfield Service 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 Home Office or Springfield
Service Center or from your AGL representative. Each communication

21
<PAGE>

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.

The Springfield Service Center is for the convenience of certain Policy
owners, who have been requested to use it as a primary contact location. Other
Policy owners have been asked to use our Home Office as a primary contact
location. If you make a mistake and contact the incorrect location, your
requests and premium payments will be treated in the same manner as if you had
contacted the correct location.

Telephone transactions. If you have a completed telephone authorization form
on file with us, you may make transfers, or change the allocation of future
premium payments or deduction of charges, by telephone, subject to the terms of
the form. We will honor telephone instructions from any person who provides the
correct information, so there is a risk of possible loss to you if unauthorized
persons use this service in your name. Our current procedure is that only the
owner or your AGL representative may make a transfer request by phone. We are
not liable for any acts or omissions based upon instructions that we reasonably
believe to be genuine. Our procedures include verification of the Policy
number, the identity of the caller, both the insured person's and owner's names,
and a form of personal identification from the caller. We will mail you a
prompt written confirmation of the transaction. If (a) many people seek to make
telephone requests at or about the same time, or (b) our recording equipment
malfunctions, it may be impossible for you to make a telephone request at the
time you wish. You should make a written request, if you cannot make a
telephone transaction. Also, if, due to malfunction or other circumstances, the
recording of your telephone request is incomplete or not fully comprehensible,
we will not process the transaction. The phone number for telephone requests is
1-888-325-9315.

ILLUSTRATIONS OF HYPOTHETICAL POLICY BENEFITS

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

<TABLE>
<CAPTION>
PAGE TO SEE IN THIS
PROSPECTUS
--------------------------------------
Platinum Platinum
TABLE Investor I Investor II
- -------------------------------------- --------------------------------------
<S> <C> <C>
Death Benefit Option 1 - Current Charges
Guaranteed Maximum Charges
</TABLE>

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 I Policy.
Planned premium payments of $10,560 for an initial

22
<PAGE>

$500,000 of specified amount coverage are assumed to be paid at the beginning of
each Policy year for the Platinum Investor II Policy. The samples assume no
Policy loan has been taken. The differences between the accumulation values and
the cash surrender values for the first 10 years in the tables for the Platinum
Investor I 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
values, and a greater risk of lapse.

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

. a daily charge at an annual effective rate of .75% for the first 10
Policy years;

. a daily charge at an annual effective rate of .50% after 10 Policy
years;

. a daily charge at an annual effective rate of .25% after 20 Policy
years;

. a monthly charge for Platinum Investor II only, for the first two
Policy years (and first two years after any increase in the specified
amount) between $0.0999 and $1.88 for each $1,000 of specified amount,
assumed to be $_______ for this illustration;

. a charge for state premium tax ranging from .75% to 3.5% of each
premium payment, depending on the state, assumed to be ___% for this
illustration.

. a charge of 2.5% from each after-tax premium payment;

. current monthly insurance charges; and

. a flat monthly charge of $6.

The charges assumed by both the current and guaranteed maximum charge tables
also include ___% for expenses of the Mutual Funds, which is the unweighted
average of the advisory fees payable with respect to each Mutual Fund, after all
reimbursements, as reflected on pages __ and __, plus the weighted average of
all other operating expenses of each such Fund after all reimbursements, as
reflected on page __. The total assumed tax charges for all of the tables are
2.5% of premiums.

The second column of each table shows the effect of an amount equal to the
premiums invested to earn interest, after taxes, of 5% compounded annually.

Individual illustrations. On request, we will furnish you with a comparable
illustration based on your Policy's characteristics. If you request
illustrations more than once in any Policy year, we may charge $25 for the
illustration.

23
<PAGE>

[TO BE UPDATED IN RULE 485(B) FILING.]
<TABLE>
<CAPTION>
Platinum Investor I
Planned Premium 1,368.00 Initial Specified Amount $100,000
Death Benefit Option 1
Male Age 45
Preferred risk Non-Tobacco User
Assuming Current Charges

Death Benefit Accumulation Value Cash Surrender Value
End of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy Accumulated Annual Investment Return of Annual Investment Return of Annual Investment Return of
Year Premiums(1) 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> <C>
1
2
3
4
5
6
7
8
9
10

20
</TABLE>

THE VALUES WILL CHANGE IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE MONTHLY GUARANTEE PREMIUM FOR THIS POLICY WOULD BE $56.

THE INVESTMENT RESULTS ARE AN EXAMPLE ONLY AND ARE NOT A REPRESENTATION OF PAST
OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN.

24
<PAGE>

[TO BE UPDATED IN RULE 485(B) FILING.]

<TABLE>
<CAPTION>
Platinum Investor I
Planned Premium 1,368.00 Initial Specified Amount $100,000
Death Benefit Option 1
Male Age 45
Preferred risk Non-Tobacco User
Assuming Current Charges

20
</TABLE>

THE VALUES WILL CHANGE IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE MONTHLY GUARANTEE PREMIUM FOR THIS POLICY WOULD BE $56.

THE INVESTMENT RESULTS ARE AN EXAMPLE ONLY AND ARE NOT A REPRESENTATION OF PAST
OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN.

25
<PAGE>

[TO BE UPDATED IN RULE 485(B) FILING.]

<TABLE>
<CAPTION>
Platinum Investor II
Planned Premium 10,560 Initial Specified Amount $500,000
Death Benefit Option 1
Male Age 45
Preferred risk Non-Tobacco User
Assuming Current Charges

20
</TABLE>

THE VALUES WILL CHANGE IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE MONTHLY GUARANTEE PREMIUM FOR THIS POLICY WOULD BE $56.

THE INVESTMENT RESULTS ARE AN EXAMPLE ONLY AND ARE NOT A REPRESENTATION OF PAST
OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN

26
<PAGE>

[TO BE UPDATED IN RULE 485(B) FILING.]

<TABLE>
<CAPTION>
Platinum Investor II
Planned Premium 10,560 Initial Specified Amount $500,000
Death Benefit Option 1
Male Age 45
Preferred risk Non-Tobacco User
Assuming Current Charges

20
</TABLE>

THE VALUES WILL CHANGE IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE MONTHLY GUARANTEE PREMIUM FOR THIS POLICY WOULD BE $56.

THE INVESTMENT RESULTS ARE AN EXAMPLE ONLY AND ARE NOT A REPRESENTATION OF PAST
OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN

27
<PAGE>

ADDITIONAL INFORMATION

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

CONTENTS OF ADDITIONAL INFORMATION PAGE TO SEE IN THIS
PROSPECTUS
----------

AGL........................................................
Separate Account VL-R......................................
Tax Effects................................................
Voting Privileges..........................................
Your Beneficiary...........................................
Assigning Your Policy......................................
More About Policy Charges..................................
Effective Date of Policy and Related Transactions..........
More About Our Declared Fixed Interest Account Option......
Distribution of the Policies...............................
Payment of Policy Proceeds.................................
Adjustments to Death Benefit...............................
Additional Rights That We Have.............................
Performance Information....................................
Our Reports to Policy Owners...............................
AGL's Management...........................................
Legal Matters..............................................
Independent Auditors.......................................
Actuarial Experts..........................................
Services Agreement.........................................
Certain Potential Conflicts................................
Year 2000..................................................

AGL

We are American General Life Insurance Company ("AGL"). AGL is a stock life
insurance company organized under the laws of Texas. AGL is a successor in
interest to a company originally organized under the laws of Delaware in 1917.
AGL is an indirect, wholly-owned subsidiary of American General Corporation
(formerly American General Insurance Company), a diversified financial services
holding company engaged primarily in the insurance business. The commitments
under the Policies are AGL's, and American General Corporation has no legal
obligation to back those commitments.

28
<PAGE>

SEPARATE ACCOUNT VL-R

We hold the Mutual Fund shares in which any of your accumulation value is
invested in our Separate Account VL-R. Separate Account 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 May 6, 1997 under Texas law.

For record keeping and financial reporting purposes, Separate Account VL-R
is divided into 28 separate "divisions," 17 of which correspond to one of the 17
available investment options (other than our declared fixed interest account
option). The remaining 11 divisions represent investment options available
under another variable life policy we offer. 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 liabilities
under the Policies with respect to the separate account.

AGL also issues variable annuity contracts through its Separate Accounts A
and D, which also are registered investment companies.

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. A 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 Policies 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.

29
<PAGE>

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 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 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 specified amount you request
or, in some cases, 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, as a non-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 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

30
<PAGE>

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.

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 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 it also 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 U.S. 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 loan) over your basis in the Policy, will be subject to federal
income tax and, unless an exception applies, the 10% penalty tax.

31
<PAGE>

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 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.

Terminal illness rider. Amounts received under an insurance policy on the
life of an individual who is terminally ill, as defined by the tax law, are
generally excludable from the payee's gross income. We believe that the
benefits provided under our terminal illness rider meet the law's definition of
terminally ill and can qualify for this income tax exclusion. This exclusion
does not apply, however, to amounts paid to someone other than the insured
person, if the payee has an insurable interest in the insured person's life
because the insured is a director, officer or employee of the payee or by reason
of the insured person being financially interested in any trade or business
carried on by the payee.

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 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 may cause the policy owner, rather than the insurance company, to be
treated as the owner of the assets in the account. 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 AGL, 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 a 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

32
<PAGE>

an amount approximately equal to the cash surrender value of the Policy would be
includable. Federal estate tax is integrated with federal gift tax under a
unified rate schedule. In general, estates less than $650,000 (or larger amounts
specified in the Code to commence in certain future years) will not incur a
federal estate tax liability. 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.

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.

Pension and profit-sharing plans. If Platinum Investor Policies are
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

33
<PAGE>

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 our Separate Account VL-R in our
federal income tax return, but we currently pay no income tax on the separate
account's investment income and capital 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 Policies.

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 AGL taxes withheld by foreign taxing jurisdictions on foreign
source income. Such an election will result in additional taxable income and
income tax to AGL. 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 AGL.

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.

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 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

34
<PAGE>

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.

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 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. AGL 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:

35
<PAGE>

. 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);

. investment risks (such as the risk that adverse investment performance
will make it more costly for us to provide the 5-year no-lapse
guarantee under the Platinum Investor I Policies or reduce the amount
of our daily charge fee 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. 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 under the Platinum Investor I Policies and the additional
monthly charge during the first two years under a Platinum Investor II Policy
have also been designed primarily for these purposes.

36
<PAGE>

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.

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. Our cost of insurance charge rates in Montana will
not be greater than the comparable male rates illustrated in this prospectus.

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 sex.

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 __.

Decreases in the specified amount of a Platinum Investor I Policy. An
amount of any remaining surrender charge will be deducted upon a decrease in
specified amount under a Platinum Investor I Policy. 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% the average daily net asset value of shares

37
<PAGE>

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 generally compute values under
Policies on each day that we are open for business except, with respect to any
investment option, days on which the related Mutual Fund does not value its
shares. We call each such day a "valuation date."

We compute policy values as of 3:00 p.m., Central 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 at our Home Office or Springfield Service Center (both are
shown on the first page of this prospectus). 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 Home Office or Springfield Service Center by writing
to the appropriate address shown on the first page of this prospectus or from
your AGL 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."

38
<PAGE>

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 in the Home Office or Springfield Service Center, 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:

. 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 AGL 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.

39
<PAGE>

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 or 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 likely 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.

DISTRIBUTION OF THE POLICIES

American General Securities Incorporated ("AGSI") is the principal
underwriter of the Policies. AGSI is a wholly-owned subsidiary of AGL. AGL, in
turn, is a wholly-owned subsidiary of American General Corporation ("American
General"). 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 AGL's Separate
Accounts A and D, and Separate Account E of American General Life Insurance
Company of New York, which is a wholly-owned subsidiary of AGL. These separate
accounts are registered investment companies.

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. FFSC is one of the broker-dealers with a sales agreement. FFSC is
affiliated with AGL and with AGSI, but FFSC is treated the same as any other
broker-dealer is treated under its sales agreement.

40
<PAGE>

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, for the Platinum Investor I Policies:

. 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 received 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 10.

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 compensation payable to the broker-dealers or banks for the Platinum
Investor II Policies is generally not expected to exceed:

. 20% of premiums paid in the first Policy year up to the target amount;

. 12% of the premiums not in excess of the target amount paid in each of
Policy years 2 through 7;

. 2.5% on all premiums in excess of the target amount received in any of
Policy years 1 through 7; and

. .25% of the Policy's accumulation value (reduced by any outstanding loans)
in the investment options after Policy year 7.

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.

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. In addition, we may pay broker-dealers or banks expense allowances,
bonuses, wholesaler fees and training allowances.

41
<PAGE>

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 __. Each
broker-dealer firm or bank, in turn, may compensate its registered
representative or employee who acts as agent in selling you a Policy.

We sponsor a non-qualified deferred compensation plan ("Plan") for our
insurance agents. Some of our agents are registered representatives of AGSI and
sell the Policies. These agents may, subject to regulatory approval, receive
benefits under the Plan when they sell the Policies. The benefits are deferred
and the Plan terms may result in the agent never receiving the benefits. The
Plan provides for a varying amount of benefits annually. We have the right to
change the Plan and affect the amount of benefits earned each year.

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 premium 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 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;

. 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.

42
<PAGE>

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. (Some states may require that we
measure this time in some other way.)

. 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. Some states require that we compute
differently these periods for non-contestability following a suicide.

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:

. 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;

43
<PAGE>

. end the automatic rebalancing feature if your accumulation value falls
below $5,000;

. change the underlying Mutual Fund that any investment option uses;

. 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;

. operate Separate Account VL-R under the direction of a committee or
discharge such a committee at any time;

. 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 applicable law 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 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.

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,

44
<PAGE>

Financial Planning, and The Wall Street Journal. We also may advertise ratings
of AGL'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 are 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.

AGL'S MANAGEMENT

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

NAME BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- --------------------------------------------------------------------------------
Jon P. Newton Director and Vice Chairman of American General Life
Insurance Company since February 1996. Director of
American General Corporation since October 1995 and Vice
Chairman since April 1997; Vice Chairman and General
Counsel (October 1995-April 1997). Director of other
American General affiliates since October 1994. Prior
thereto, Partner with Clark, Thomas, Winter & Newton,
Austin, Texas (February 1979-February 1993).
Directorships with Houston Museum of Natural Science
Board of Trustees since 1997; University of Texas Law
School Foundation Board of Trustees, Austin, Texas since
1997; University of Texas-Houston Health Science Center
Development Board, Houston, Texas since 1996; Texas
Commerce Bancshares, Houston, Texas (1985-1993); Texas
Commerce Bank, Austin, Texas (1979-1993); Lomas
Financial Corporation, Dallas, Texas (1983-1993); Vista
Properties, Inc., Dallas, Texas (1992-1993).

Rodney O. Martin, Jr. Chairman of the Board of American General Life Insurance
Company since July, 1998 and a Director since August
1996. President and CEO (August 1996-July 1998).
President of American General Life Insurance Company of
New York

45
<PAGE>

(November 1995-August 1996). Vice President
Agencies, with Connecticut Mutual Life Insurance Company
(1990-1995).

Ronald H. Ridlehuber Director, President and Chief Executive Officer of
American General Life Insurance Company since July,
1998. Senior Vice President and Chief Marketing Officer
of Jefferson-Pilot Life Insurance Company in Greensboro,
North Carolina (1993-1998). Before 1993 held various
positions with Southland Life Insurance Company in
Dallas, Texas and Atlanta, Georgia including Vice
President, Sales.

David A. Fravel 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).

Robert F. Herbert, Jr. 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.

Royce G. Imhoff, II Director, Senior Vice President and Chief Marketing
Officer for American General Life Insurance Company
since November 1997, Vice President (August 1996-August
1997), and Regional Director (1992-1996).

John V. LaGrasse 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).

Gary D. Reddick Executive Vice President of American General Life
Insurance Company since April 1998 and Director since
October 1998. Vice Chairman since July 1997 and
Executive Vice President-Administration of The Franklin
Life Insurance Company since February 1995. Senior Vice
President-Administration of American General Corporation
(October 1994-February 1995). Senior Vice President for
American General Life Insurance Company (September 1986-
October 1994).

Philip K. Polkinghorn Director of American General Life Insurance Company
since February 1997. Executive Vice President and Chief
Financial Officer since December 1998. Senior Vice
President-Product

46
<PAGE>

Development Center since April, 1998. Senior Vice
President and Chief Marketing Officer (December 1996-
September 1997). Prior thereto, Chief Financial Officer,
Connecticut Mutual Life Insurance Company (March 1995-
March 1996); Senior Vice President First Colony Life
Insurance Company, Lynchburg, Virginia (March 1996-
December 1996), and Chief Marketing Officer, Allmerica
Financial, Worcester, MA (March 1993-April 1994).

Wayne A. Barnard Senior Vice President and Chief Actuary of American
General Life Insurance Company since November 1997 and
Vice President since February, 1991 and Chief Actuary
since February, 1993.

Rebecca G. Campbell In December 1998 named as Senior Vice President -
Organization Development and Change Management for
American General Life Insurance Company. Various
positions with American General Life Insurance Company
since 1983, including Director of Human Resources in
1993 and Vice President - Human Resources in 1996.

Ross D. Friend 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).

F. Paul Kovach, Jr. Senior Vice President-Broker Dealers and FIMG for
American General Life Insurance Company since August
1997. Since October 1994, President and Director of
American General Securities Incorporated. Vice President
of Chubb Securities Corporation, Concord, New Hampshire,
(February 1990-October 1994).

Simon J. Leech In July 1997 named as Senior Vice President-Houston
Service Center for American General Life Insurance
Company. Various positions with American General Life
Insurance Company since 1981, including Director of POS
in 1993, and Vice President-Policy Administration in
1995.

Brian D. Murphy 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). Various positions with Mutual of New
York, Syracuse, NY, including Agent, Agency Manager,

47
<PAGE>

Marketing Life and Disability Income Underwriting
Management, (1978-July 1994).

JoAnn Waddell In October 1998 named as Senior Vice President - Human
Resources for American General Life Insurance Company.
Vice President - Human Resources for American General
Corporation (1995 - October 1998) and Director,
Corporate Personnel of American General Corporation
(1993-1995).

Don M. Ward In February 1998 named as Senior Vice President-Variable
Products-Marketing of American General Life Insurance
Company. Vice President of Pacific Life Insurance
Company, Newport Beach, CA (1991-February 1998).

Thomas M. Zurek In December 1998 named as Senior Vice President and
General Counsel of American General Life Insurance
Company. 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).

Larry M. Robinson In April 1998 named as Vice President-Variable Products-
Marketing of American General Life Insurance Company.
From July 1996 Vice President of American General Life
Insurance Company. Vice President of Business
Development of Allmerica Financial, Worcester, MA (1994-
1996). Vice President of Life Marketing at Nationwide
Insurance Enterprise, Columbus, Ohio (1991-1994).

The principal business address of each person listed above is our Home
Office; except that the street number for Messrs. Newton, Fravel, LaGrasse,
Martin, Polkinghorn, Reddick and Zurek and Ms. Campbell is 2929 Allen Parkway
and the street number for Mr. Kovach is 2727 Allen Parkway.

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 VL-R. Steven A.
Glover, Esquire, Senior Counsel of American General Life Companies, has opined
as to the validity of the Policies. Freedman, Levy, Kroll & Simonds,
Washington, D.C., has advised AGL about certain federal securities and tax law
matters in connection with the Policies.

48
<PAGE>

INDEPENDENT AUDITORS

The financial statements of AGL and Separate Account VL-R included in this
prospectus have been audited by Ernst & Young, LLP, independent auditors, as set
forth in their reports appearing elsewhere in this prospectus. Such financial
statements have been included in this prospectus in reliance upon the reports of
Ernst & Young, LLP given upon the authority of such firm as experts in
accounting and auditing. Ernst & Young, LLP is located at One Houston Center,
1221 McKinney, Suite 2400, Houston, Texas 77010-2007.

ACTUARIAL EXPERT

Actuarial matters in this prospectus have been examined by Wayne A. Barnard,
who is Senior Vice President and Chief Actuary of AGL. 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.

SERVICES AGREEMENTS

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

The Franklin Life Insurance Company ("FL") is also a party to the general
services agreement. FL is affiliated with AGL and is located at #1 Franklin
Square, Springfield, Illinois 62713-0001. FL provides most of the employees who
service our Policies at the Springfield Service Center. The Policy owners who
receive services thorough the Springfield Service Center purchase their Policies
with the assistance of an AGL representative who is associated with FFSC.
Pursuant to the general services agreement, the Springfield Service Center
processes applications and issues Policies, accepts premiums, and provides most
of the customer services and administrative services. AGL reimburses FL for the
cost of these services, and FL does not make a profit.

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 AGL 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 AGL. 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

49
<PAGE>

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

[LANGUAGE TO BE PROVIDED IN RULE 485(B) FILING]

50
<PAGE>

FINANCIAL STATEMENTS

[TO BE UPDATED IN RULE 485(B) FILING.]

The financial statements of AGL contained in this prospectus should be
considered to bear only upon the ability of AGL to meet its obligations under
Platinum Investor Policies. They should not be considered as bearing upon the
investment experience of the separate account. The financial statements of
Separate Account VL-R are limited to 1998 because Separate Account VL-R
commenced operations in 1998.

PAGE TO
SEE IN THIS
FINANCIAL STATEMENTS OF SEPARATE ACCOUNT VL-R PROSPECTUS
-----------
Report of Ernst & Young, LLP, Independent Auditors..............
Statement of Net Assets as of December 31, 1998.................
Statement of Operations for the twelve months
ended December 31, 1998....................................
Statement of Changes in Net Assets for the twelve months
ended December 31, 1998....................................
Notes to Financial Statements...................................

PAGE TO
CONSOLIDATED FINANCIAL STATEMENTS OF SEE IN THIS
AMERICAN GENERAL LIFE INSURANCE COMPANY PROSPECTUS
- --------------------------------------- -----------

Report of Ernst & Young LLP, Independent Auditors...............

Consolidated Balance Sheets as of December 31, 1998 and 1997....

Consolidated Income Statements for the years ended
December 31, 1998, 1997 and 1996................................

Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1998, 1997 and 1996..........................

Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996................................

Notes to Consolidated Financial Statements......................

51
<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.
<TABLE>
<CAPTION>

PAGE TO SEE IN PAGE TO SEE IN
DEFINED TERM THIS PROSPECTUS DEFINED TERM THIS PROSPECTUS
- ------------- --------------- -------------------------- ---------------
<S> <C> <C> <C>

accumulation value Option 1, 2
AGL our
AGSPC owner
amount at risk partial surrender
automatic rebalancing payment option
basis planned periodic premium
beneficiary Platinum Investor
cash surrender value Platinum Investor I and II
close of business Policy
Code Policy anniversary
cost of insurance rates Policy loan
daily charge Policy month, year
date of issue preferred loan interest
death benefit premiums
declared fixed interest account option premium payments
division prospectus
dollar cost averaging reinstate, reinstatement
Five year no-lapse guarantee rider
Fund SEC
full surrender separate account
grace period Separate Account VL-R
guarantee premiums seven-pay test
Home Office specified amount
insured person Springfield Service Center
investment option surrender
lapse surrender charge
loan, loan interest target
maturity, maturity date telephone transfers
modified endowment contract transfers
monthly deduction day valuation date, period
monthly guarantee premiums we
monthly insurance charge you, your
Mutual Fund
</TABLE>

52
<PAGE>

We have filed a registration statement relating to Separate Account 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.

53
<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

American General Life Insurance Company's Bylaws provide in Article VII,
Section 1 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

American General Life Insurance Company 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 American General Life Insurance Company.

II-1
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

The facing sheet.
Cross-Reference Table.
Prospectus, consisting of __ pages.
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:

(a) Steven A. Glover, Senior Counsel of the American General Life Companies
(b) Independent Auditors
(c) American General Life Insurance Company's actuary

The following exhibits:

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

(1)(a) Resolutions of Board of Directors of American General Life
Insurance Company authorizing the establishment of Separate
Account VL-R. (3)

(1)(b) Resolutions of Board of Directors of American General Life
Insurance Company authorizing the establishment of variable
life insurance standards of suitability and conduct.(1)

(2) Not applicable.

(3)(a) Amended and Restated Distribution Agreement between
American General Securities Incorporated and American
General Life Insurance Company effective October 15,
1998.(4)

(3)(b) Form of Selling Group Agreement.(6)

(3)(c) 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
amended Registration Statement).

(4) Not applicable.

(5)(a)(i) Specimen form of the "Platinum Investor I" Variable
Universal Life Insurance Policy (Policy Form No. 97600).(1)

II-2
<PAGE>

(5)(a)(ii) Specimen form of the "Platinum Investor II" Variable
Universal Life Insurance Policy (Policy Form No. 97610).(1)

(6)(a) Amended and Restated Articles of Incorporation of American
General Life Insurance Company, effective December 31,
1991.(2)

(6)(b) Bylaws of American General Life Insurance Company, adopted
January 22, 1992.(3)

(6)(c) Amendment to the Amended and Restated Articles of
Incorporation of American General Life Insurance Company,
effective July 13, 1995.(5)

(7) Not applicable.

(8)(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.(6)

(8)(b) Form of Participation Agreement by and between the Variable
Annuity Life Insurance Company and American General Life
Insurance Company.(6)

(8)(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.(6)

(8)(d) Form of Participation Agreement Among MFS Variable
Insurance Trust, American General Life Insurance Company
and Massachusetts Financial Services Company.(6)

(8)(e) Amended Number 2 to Participation Agreement Among Morgan
Stanley Dean Witter Universal Funds, Inc., Van Kampen
Distributors, Inc., Morgan Stanley Dean Witter Investment
Management Inc., Miller Anderson & Sherrerd, LLP, American
General Life Insurance Company, and American General
Securities Incorporated.(6)

(8)(f) Form of Participation Agreement Among Putnam Variable
Trust, Putnam Mutual Funds Corp., and American General Life
Insurance Company.(6)

(8)(g) Form of Participation Agreement Among American General Life
Insurance Company, American General Securities
Incorporated, Safeco Resources Series Trust, and Safeco
Securities, Inc.(6)

II-3
<PAGE>

(8)(h) Form of Amendment Number 2 to Amended and Restated
Participation Agreement among Van Kampen Life Investment
Trust, Van Kampen Distributors, Inc., Van Kampen Asset
Management, Inc., American General Life Insurance Company,
and American General Securities Incorporated.(6)

(8)(i) Form of Administrative Services Agreement between AGL and
fund distributor.(6)

(8)(j) Form of Administrative Services Agreement between American
General Life Insurance Company and Morgan Stanley Dean
Witter Investment Management Inc.(8)

8(k) Form of Administrative Services Agreement between American
General Life Insurance Company and SAFECO Asset Management
Company.(8)

8(l) Form of Administrative Services Agreement between American
General Life Insurance Company and Van Kampen Asset
Management Inc.(8)

8(m) Form of services agreement dated July 31, 1975, (limited to
introduction and first two recitals, and setions 1-3) among
various affiliates of American General Corporation,
including American General Life Insurance Company and
American General Life Companies.(7)

8(n) Administrative Services Agreement dated as of June 1, 1998,
between American General Life Insurane Company and AIM
Advisors, Inc.(4)

8(o) Administrative Services Agreement dated as of August 11,
1998, between American General Life Insurance Company and
The Dreyfus Corporation, as amended by that Amendment to
Agreement dated as effective as of December 1, 1998.(4)

(9) Not applicable

(10)(a) Specimen form of application for life insurance issued by
AGL.(1)

(10)(b) Specimen form of supplemental application for variable life
insurance issued by AGL on Policy Form No. 97600 and Policy
Form No. 97610.(1)

Other Exhibits of American General Life Companies

2(a) Opinion and Consent of Steven A. Glover, Senior Counsel.(8)

2(b) Opinion and Consent of AGL's actuary.(8)

3 Not applicable.

II-4
<PAGE>

4 Not applicable.

5 Financial Data Schedule. (Not applicable.)

6 Consent of Independent Auditors.(8)

7 Powers of Attorney (Filed with 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 S-6
Registration Statement (File No. 333-42567) of American General Life Insurance
Company Separate Account VL-R on December 18, 1997.

/2/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 33-43390) of Separate Account D of AGL on
October 16, 1991.

/3/ Incorporated herein by reference to the filing of Post-Effective Amendment
No. 1 of the Form N-4 Registration Statement (File No. 33-43390) of Separate
Account D of AGL on April 30, 1992.

/4/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 333-70667) of American General Life Insurance
Company Separate Account D on January 15, 1999.

/5/ Incorporated by reference to the filing of Pre-Effective Amendment No. 3 of
the Form S-6 Registration Statement (File No. 333-53909) of American General
Life Insurance Company Separate Account VL-R on August 19, 1998.

/6/ Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form S-6 Registration Statement (File No. 333-42567) of American General
Life Insurance Company Separate Account VL-R on March 23, 1998.

/7/ Incorporated by reference to the filing of Pre-Effective Amendment No. 23
to the Form N-4 Registration Statement of American General Life Insurance
Company's Separate Account A (File No. 33-44745) on April 24, 1998.

/8/ To be filed by amendment.

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,
American General Life Insurance Company Separate Account VL-R, 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 the 19th day of
February, 1999.

AMERICAN GENERAL LIFE INSURANCE
COMPANY SEPARATE ACCOUNT VL-R
(Registrant)

BY: AMERICAN GENERAL LIFE
INSURANCE COMPANY
(On behalf of the Registrant and itself)

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

[SEAL]
ATTEST: PAULETTA P. COHN
-------------------------
Pauletta P. Cohn
Secretary

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

RONALD H. RIDLEHUBER Principal Executive Officer February 19, 1999
- ------------------------ and Director
(Ronald H. Ridlehuber)

PHILIP K. POLKINGHORN Principal Financial Officer February 19, 1999
- ----------------------- and Director
(Philip K. Polkinghorn)

ROBERT F. HERBERT, JR. Principal Accounting Officer February 19, 1999
- ----------------------- and Director
(Robert F. Herbert, Jr.)

II-6
<PAGE>

Signature Title Date
- --------- ----- ----

DAVID A. FRAVEL Director February 19, 1999
- -------------------------
(David A. Fravel)

ROYCE G. IMHOFF, II Director February 19, 1999
- -------------------------
(Royce G. Imhoff, II)

JOHN V. LAGRASSE Director February 19, 1999
- -------------------------
(John V. LaGrasse)

RODNEY O. MARTIN, JR. Director February 19, 1999
- -------------------------
(Rodney O. Martin, Jr.)

JON P.NEWTON Director February 19, 1999
- -------------------------
(Jon P. Newton)

GARY D. REDDICK Director February 19, 1999
- -------------------------
(Gary D. Reddick)

II-7
<PAGE>

EXHIBIT INDEX
-------------

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

(1)(a) Resolutions of Board of Directors of American General Life
Insurance Company authorizing the establishment of Separate
Account VL-R.(3)

(1)(b) Resolutions of Board of Directors of American General Life
Insurance Company authorizing the establishment of variable
life insurance standards of suitability and conduct.(1)

(2) Not applicable.

(3)(a) Amended and Restated Distribution Agreement between
American General Securities Incorporated and American
General Life Insurance Company effective October 15,
1998.(4)

(3)(b) Form of Selling Group Agreement.(6)

(4) Not applicable.

(5)(a)(i) Specimen form of the "Platinum Investor I" Variable
Universal Life Insurance Policy (Policy Form No. 97600).(1)

(5)(a)(ii) Specimen form of the "Platinum Investor II" Variable
Universal Life Insurance Policy (Policy Form No. 97610).(1)

(6)(a) Amended and Restated Articles of Incorporation of American
General Life Insurance Company, effective December 31,
1991.(2)

(6)(b) Bylaws of American General Life Insurance Company, adopted
January 22, 1992.(3)

(6)(c) Amendment to the Amended and Restated Articles of
Incorporation of American General Life Insurance Company,
effective July 13, 1995.(5)

(7) Not applicable.

1
<PAGE>

(8)(b) Form of Participation Agreement by and between the Variable
Annuity Life Insurance Company and American General Life
Insurance Company. (6)

(8)(d) Form of Participation Agreement Among MFS Variable
Insurance Trust, American General Life Insurance Company
and Massachusetts Financial Services Company.(6)

(8)(f) Form of Participation Agreement Among Putnam Variable
Trust, Putnam Mutual Funds Corp., and American General Life
Insurance Company.(6)

(8)(g) Form of Participation Agreement Among American General Life
Insurance Company, American General Securities
Incorporated, Safeco Resources Series Trust, and Safeco
Securities, Inc.(6)

(8)(i) Form of Administrative Services Agreement between AGL and
fund distributor.(6)

(8)(j) Form of Administrative Services Agreement between American
General Life Insurance Company and Morgan Stanley Dean
Witter Investment Management Inc.(8)

8(k) Form of Administrative Services Agreement between American
General Life Insurance Company and SAFECO Asset Management
Company.(8)

8(l) Form of Administrative Services Agreement between American
General Life Insurance Company and Van Kampen Asset
Management, Inc.(8)

2
<PAGE>

8(n) Administrative Services Agreement dated as of June 1, 1998,
between American General Life Insurane Company and AIM
Advisors, Inc.(4)

(9) Not applicable

(10)(a) Specimen form of application for life insurance issued by
AGL.(1)

(10)(b) Specimen form of supplemental application for variable life
insurance issued by AGL on Policy Form No. 97600 and Policy
Form No. 97610.(1)

Other Exhibits of American General Life Companies

2(a) Opinion and Consent of Steven A. Glover, Senior Counsel.(8)

2(b) Opinion and Consent of AGL's actuary.(8)

3 Not applicable.

4 Not applicable.

5 Financial Data Schedule. (Not applicable.)

6 Consent of Independent Auditors. (8)

7 Powers of Attorney (Filed with Signature Pages.)

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

/2/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 33-43390) of Separate Account D of AGL on
October 16, 1991.

/3/ Incorporated herein by reference to the filing of Post-Effective Amendment
No. 1 of the Form N-4 Registration Statement (File No. 33-43390) of Separate
Account D of AGL on April 30, 1992.

3
<PAGE>

/7/ Incorporated by reference to the filing of Pre-Effective Amendment No. 23
to the Form N-4 Registration Statement of American General Life Insurance
Company Separate Account A (File No. 33-44745) on April 24, 1998.

/8/ To be filed by amendment.