AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT A, 485BPOS, 1996-04-30

AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT A
485BPOS, 1996-04-30

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Registration Nos. 33-44745
811-1491

As filed with the Commission on April 30, 1996
--------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective
Amendment No. __ ___
Post-Effective Amendment No. 5 X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 21 X

AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
(Exact Name of Registrant)

AMERICAN GENERAL LIFE INSURANCE COMPANY
(Name of Depositor)

2727-A Allen Parkway
Houston, Texas 77019-2191
(Address of Depositor's Principal Executive Offices) (Zip Code)
(713) 831-3633
(Depositor's Telephone Number, including Area Code)

Steven A. Glover, Esq.
Associate General Counsel and Assistant Secretary
American General Life Insurance Company
2727 Allen Parkway, Houston, Texas 77019
(Name and Address of Agent for Service)

Copies of all communications to Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N. W., Suite 825
Washington, D.C. 20036
Attention: Gary O. Cohen, Esq.

<PAGE>

Approximate Date of Proposed Public Offering: Continuous

It is proposed that the filing will become effective (check appropriate box)

|_| immediately upon filing pursuant to paragraph (b) of Rule 485
|X| on May 1, 1996 pursuant to paragraph (b) of Rule 485
|_| 60 days after filing pursuant to paragraph (a)(1) of Rule 485
|_| on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

|_| this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

Pursuant to the provisions of Rule 24f-2 under the Investment Company Act of
1940, Registrant has elected to register an indefinite number or amount of its
securities under the Securities Act of 1933. That election was previously
filed in Registrant's Form N-4 registration statement (File No. 2-26414).
Registrant filed a Rule 24f-2 Notice on February 22, 1996 for its most recent
fiscal year ended December 31, 1995 .

<PAGE>

AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
FORM N-4

Cross Reference Sheet
Pursuant to Rule 495(a)
Under the Securities Act of 1933

PART A

Form N-4
Item No. Prospectus Caption
- -------- -------------------
1. Cover Page ................................... Cover Page

2. Definitions................................... Definitions

3. Synopsis...................................... Prospectus Summary

4. Condensed Financial Information............... Selected Accumulation Unit
Data

5. General Description of Registrant,
Depositor and Portfolio Companies............. AG Life, Separate Account
A and Portfolio Company

6. Deductions.................................... Deductions and Charges

7. General Description of Variable
Annuity Contracts............................. The Contract

8. Annuity Period ............................... The Contract -- The
Annuity Period

9. Death Benefit................................. The Contract -- Death
Benefits

10. Purchases and Contract Value.................. The Contract; Deductions
and Charges

11. Redemptions................................... The Contract

12. Taxes......................................... Federal Income Tax
Matters

13. Legal Proceedings............................. Not Applicable

14. Table of Contents of Statement
of Additional Information..................... Table of Contents of the
Statement of Additional
Information

<PAGE>

PART B

Caption in
Form N-4 Statement of
Item No. Additional Information
- -------- ------------------------
15. Cover Page.................................... Cover Page

16. Table of Contents............................. Table of Contents

17. General Information and History............... General Information

18. Services...................................... Services; Independent
Auditors

19. Purchase of Securities Being Offered.......... Distribution

20. Underwriters.................................. Distribution

21. Calculation of Performance Data............... Calculation of
Accumulation Unit Values

22. Annuity Payments.............................. Annuity Payments

23. Financial Statements.......................... Financial Statements

PART C
------

Information required to be included in Part C is set forth under the
appropriate item so numbered in Part C of this Registration Statement.

<PAGE>

AMERICAN GENERAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT A
INDIVIDUAL VARIABLE RETIREMENT ANNUITY CONTRACT
OFFERED BY
AMERICAN GENERAL LIFE INSURANCE
COMPANY
ANNUITY ADMINISTRATION DEPARTMENT
P. O. BOX 1401, HOUSTON, TEXAS 77251-1401
1-800-247-6584 or 713/831-3505

The individual variable retirement annuity contract (the "Contract") described
by this Prospectus is offered by American General Life Insurance Company ("AG
Life"), the successor to California-Western States Life Insurance Company
("Cal-Western"), for use in connection with certain tax-qualified plans
established under the Internal Revenue Code of 1986, as amended (the "Code").
Payments received with respect to a Contract (subject to certain deductions)
are deposited by AG Life in the separate investment account entitled American
General Life Insurance Company Separate Account A ("Separate Account A") for
further investment.

Separate Account A is a unit investment trust separate account. Separate
Account A currently consists of six Divisions, each of which invests
exclusively in shares of one of the separate portfolios ("Funds") of American
General Series Portfolio Company ("Portfolio Company"). Portfolio Company
currently consists of 13 Funds. The Divisions of Separate Account A invest in
the following six Funds: MidCap Index Fund, Timed Opportunity Fund, Money
Market Fund, Capital Conservation Fund, Government Securities Fund, and Stock
Index Fund.

This Prospectus contains information regarding the Contract that investors
should know before investing. It should be read and retained for future
reference. A Statement of Additional Information, incorporated herein by
reference and dated May 1, 1996, has been filed with the Securities and
Exchange Commission ("SEC"). Investors can obtain a free copy of the Statement
of Additional Information by contacting AG Life at the address or telephone
number given above. The Table of Contents for the Statement of Additional
Information appears at the end of this Prospectus.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND THE RELATED
STATEMENT (OR ANY SALES LITERATURE APPROVED BY AG LIFE) IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE
CONTRACTS ARE NOT AVAILABLE IN ALL STATES AND THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER IN ANY JURISDICTION TO ANY PERSON TO WHOM SUCH OFFER WOULD
BE UNLAWFUL THEREIN.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT AMERICAN GENERAL
SERIES PORTFOLIO COMPANY PROSPECTUS.

INVESTORS ARE ADVISED TO RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.

Prospectus dated May 1, 1996

<PAGE>

TABLE OF CONTENTS
Page
Number
Definitions............................................................. 3
Fee Table............................................................... 4
Prospectus Summary...................................................... 6
A. The Contract................................................... 6
B. AG Life........................................................ 7
C. Separate Account A............................................. 7
D. Sales Charges and Other Deductions............................. 7
E. Free Look...................................................... 7
Selected Accumulation Unit Data......................................... 8
AG Life, Separate Account A and Portfolio Company....................... 9
A. AG Life and Separate Account A................................. 9
B. Portfolio Company.............................................. 11
Deductions and Charges.................................................. 13
A. Deduction for Sales and Administrative Expenses................ 13
B. Deduction for Premium Taxes.................................... 15
C. Withdrawal Charge.............................................. 15
D. Maintenance Charge............................................. 15
E. Deduction for Mortality and Expense Risks...................... 16
F. Contract Expense Guarantee..................................... 16
G. Other Charges.................................................. 17
The Contract............................................................ 17
A. General Description............................................ 17
B. The Accumulation Period........................................ 18
C. The Annuity Period............................................. 21
D. Death Benefits................................................. 25
Federal Income Tax Matters.............................................. 26
A. General........................................................ 26
B. Qualified Contracts Purchased by Certain Tax-Exempt Employers.. 26
C. Individual Retirement Annuities................................ 27
D. Simplified Employee Pension Plans.............................. 28
E. Other Qualified Contracts...................................... 29
F. Federal Income Tax Withholding................................. 30
Voting Rights........................................................... 30
The Statement of Additional Information................................. 31
Table of Contents of The Statement of Additional Information............ 31

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR THE STATEMENT
OF ADDITIONAL INFORMATION IN CONNECTION WITH THIS OFFERING, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. NO OFFER SHALL BE DEEMED MADE IN ANY JURISDICTION TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL THEREIN.

<PAGE>

DEFINITIONS

ACCUMULATION PERIOD -- The period between the date of the first purchase
payment for a Variable Annuity contract and the Annuity Commencement Date.

ACCUMULATION UNIT -- An accounting unit of measure used to calculate the value
of a Contract before Annuity payments begin.

ACCUMULATED VALUE -- The dollar value of a Variable Account.

ANNUITANT -- A natural person upon whose life Annuity payments are based.

ANNUITY -- A series of payments for life or a designated period subject to the
terms of the Contract.

ANNUITY COMMENCEMENT DATE -- The date on which Annuity payments are to
commence, ordinarily the retirement date.

ANNUITY PERIOD -- The period during which Annuity payments are made.

ANNUITY UNIT -- An accounting unit of measure used to calculate the amount of
Annuity payments.

BENEFICIARY -- The person to whom death benefits will be paid upon death of
the Annuitant before the Annuity Period or the end of a guaranteed period.

CONTRACT OWNER -- The owner of the Contract, who may be the Annuitant or some
other person or entity.

DIVISION -- The particular Division of Separate Account A in which
Accumulation Units in Separate Account A are accumulated.

FUND -- A separate portfolio of American General Series Portfolio Company.

IRA CONTRACT -- An Individual Retirement Annuity meeting the requirements of
Section 408(b) of the Code.

PARTICIPANT -- A Contract Owner or person who has a fully vested (100%)
interest in benefits provided under a Contract.

PERIODIC PAYMENTS -- Amounts paid on a continuing basis to purchase an
Annuity.

SEPARATE ACCOUNT A -- The separate account of American General Life Insurance
Company used to fund the variable aspects of the Contract.

TERMINATION -- A total redemption of the Contract.

VALUATION PERIOD -- The interval between two consecutive Valuation Times.
Values within a Valuation Period are determined at the end of the Period.

VALUATION TIME -- The time on any day as of which the Divisions of Separate
Account A are valued.

<PAGE>

VARIABLE ACCOUNT -- The account in which Accumulation Units acquired under the
Contract are kept in Separate Account A.

VARIABLE ANNUITY -- A series of Annuity payments, the amount of which will
increase or decrease to reflect the net investment experience of the Stock
Index Division of Separate Account A.

WITHDRAWAL -- Withdrawing (redeeming) a portion or all of the Accumulated
Value of the Contract without surrendering the Contract.

FEE TABLE

The purpose of the following Fee Table and Examples is to assist Contract
Owners and Participants in understanding the transaction and operating
expenses that a Contract Owner or Participant will bear directly or indirectly
under a Contract or participation. The Fee Table reflects expenses of Separate
Account A and of Portfolio Company's Funds. The Fee Table and Examples assume
the highest deductions possible under a Contract or participation, whether or
not such deductions actually would be made under such a Contract or
participation.

Contract Owner Transaction Expenses1

Maximum Sales Expense Deduction Imposed on
Purchases (as a percentage of the aggregate
amount of purchase payments) . . . . . . . . . . . 4.5%

Maximum Withdrawal Charge . . . . . . . . . . . . . $5.00 plus 2% of the
net amount withdrawn

Maximum Administrative Expense Deduction
Imposed on Purchases (as a percentage of the
aggregate amount of purchase payments) . . . . . 0.5%

Maintenance Charge (assessed each month) (2). . . . $0.75

<TABLE>
Division Annual Expenses After Expense Reimbursements
(as a percentage of annual value of a Division)

<CAPTION>
MidCap Timed Money Capital Government Stock
Index Opportunity Market Conservation Securities Index
Division Division Division Division Division Division (3)
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Mortality Risk Fee .9000% .9000% .9000% .9000% .9000% .9000%

Expense Risk Fee .1017% .1017% .1017% .1017% .1017% .1017%
------ ------ ------ ------ ------ ------

Total Division
Annual Expenses 1.0017% 1.0017% 1.0017% 1.0017% 1.0017% 1.0017%

Division Expense
Reimbursement (4) (.1167)% (.2567)% (.2467)% (.2567)% (.2567)% (.0567)%
-------- -------- -------- -------- -------- --------

Total Division
Annual
Expenses
After Expense
Reimbursement .8850% .7450% .7550% .7450% .7450% .9450%
------ ------ ------ ------ ------ ------
</TABLE>

(Footnotes are on the next page.)

<PAGE>

<TABLE>
Fund Annual Expenses
(as a percentage of average net assets)
<CAPTION>
MidCap Timed Money Capital Government Stock
Index Opportunity Market Conservation Securities Index
Fund Fund Fund Fund Fund Fund
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>

Management Fees .350% .500% .500% .500% .500% .290%

Other Expenses .090% .080% .070% .080% .080% .090%

Total Fund
Annual Expenses (5) .440% .580% .570% .580% .580% .380%

Combined Total Annual
Expenses (Separate
Account A plus
applicable Fund 1.3250% 1.3250% 1.3250% 1.3250% 1.3250% 1.3250%
- ----------------
<FN>
(1) Premium taxes are not shown. AG Life postpones the computation and
deduction of premium taxes until the Annuity Commencement Date, whenever
permitted by state law. If a state so requires, the amount of the tax may
be deducted from Periodic or single Payments when received. (See
"Deduction for Premium Taxes".)

(2) The Maintenance Charge is assessed for each month after AG Life's receipt
of the first purchase payment and prior to the Annuity Commencement Date.
(See "Maintenance Charge".)

(3) Effective with the merger of Quality Growth Fund into Stock Index Fund on
May 1, 1992, Quality Growth Division was renamed the Stock Index
Division.

(4) Contracts funded through Separate Account A are subject to a Contract
Expense Guarantee. (See "Contract Expense Guarantee".)

(5) Expenses have been restated to reflect current charges.
</FN>
</TABLE>

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

Example 1 -- Assuming total withdrawal at the end of the applicable period.
A $1,000 investment would be subject to the expenses shown,
assuming 5% return on assets.

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

MidCap Index Division $88 $116 $147 $222

Timed Opportunity Division $88 $116 $147 $222

Money Market Division $88 $116 $147 $222

Capital Conservation Division $88 $116 $147 $222

Government Securities Division $88 $116 $147 $222

Stock Index Division $88 $116 $147 $222
</TABLE>

Example 2 -- Assuming a Participant annuitizes at the end of the applicable
period, or does not make a total withdrawal. A $1,000
investment would be subject to the expenses shown, assuming 5%
return on assets.

<PAGE>

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

MidCap Index Division $63 $90 $120 $203

Timed Opportunity Division $63 $90 $120 $203

Money Market Division $63 $90 $120 $203

Capital Conservation Division $63 $90 $120 $203

Government Securities Division $63 $90 $120 $203

Stock Index Division $63 $90 $120 $203
</TABLE>

The Examples should not be considered a representation of past or future
expenses and charges. Actual expenses may be greater or less than those shown.
Similarly, the assumed 5% annual rate of return is not an estimate or a
guarantee of future investment performance. (See "Deductions and Charges" in
this Prospectus and "Investment Management" in Portfolio Company's
prospectus.)

PROSPECTUS SUMMARY

A. THE CONTRACT

The Contract offered by this Prospectus is designed to provide individuals
with retirement benefits through the investment of Periodic Payments in
Separate Account A, and by the application of Accumulated Values to provide
Fixed or Variable Annuity payments.

The Contract may be used in connection with pension and profit sharing plans
established by partnerships and sole proprietors and qualified under Section
401 of the Code ("Qualified Plans"). Qualified Plans also include plans which
have been referred to as H.R. 10 plans. In addition, the Contract may be used
in Annuity purchase plans adopted by public school systems and certain
tax-exempt organizations under Section 403(b) of the Code. Employees and
self-employed individuals participating in these plans may take advantage of
certain federal income tax benefits incidental to the plans. (See "Federal
Income Tax Matters".)

This Prospectus describes only the Variable Annuity provisions of the
Contract, except where the Fixed Annuity provisions are specifically
mentioned.

The Accumulated Value of the Variable Account will vary up or down to reflect
the investment performance of the Division of Separate Account A in which a
Contract Owner or Participant is invested and the amount of each Variable
Annuity payment will vary up or down to reflect the investment performance of
the Stock Index Division of Separate Account A. This is the basic difference
between a Variable Annuity and a Fixed Annuity. Under a Fixed Annuity, AG Life
assumes the risk of investment gain or loss, specifying a minimum interest
rate and minimum payment amount. Under a Variable Annuity, the Contract Owner,
Participant or Annuitant assumes the investment risk. There is no assurance
that the value of the Variable Account or the amount of Annuity payments
received will equal or exceed the payments made under the Contract. Upon the
death of the Annuitant before the Annuity Commencement Date, the Accumulated
Value of the Variable Account minus any applicable premium taxes is paid as a
death benefit. (See "Death Benefits".)

<PAGE>

The Contracts provide a life Annuity with 120 monthly payments guaranteed
("Basis Annuity" starting on a selected Annuity Commencement date. In place of
the Basic Annuity, various settlement options are available. (See "The Annuity
Period".)

B. AG LIFE

AG Life, the issuer of the Contract, is a stock life insurance company
organized under the laws of the State of Texas and an indirect wholly-owned
subsidiary of American General Corporation ("AG Corp."). AG Life is the
successor to Cal-Western, a California corporation organized in 1910. AG
Life's principal business office and principal executive office are both
located at 2727-A Allen Parkway, Houston, Texas 77019-2191. All inquiries
regarding Participants' accounts, the Contracts or any related matter should
be directed to AG Life's Annuity Administration Department at the address and
phone number shown on the cover of this Prospectus.

C. SEPARATE ACCOUNT A

Separate Account A is a separate investment account of AG Life originally
created in 1966 under the laws of California, and currently established under
the laws of Texas. Separate Account A consists of six Divisions each of which
corresponds to one of the Funds of Portfolio Company. The Divisions of
Separate Account A serve as investment vehicles for Periodic Payments made
pursuant to the Contracts and certain other variable annuity contracts issued
by AG Life.

D. SALES CHARGES AND OTHER DEDUCTIONS

Contracts may be purchased with a single payment or Periodic Payments.
Deductions are made from purchase payments under the Contracts for sales,
administrative expenses and premium taxes. For sales and administrative
expenses, the deduction ranges from a maximum of 5% to a minimum of 2% (5.26%
to 2.04% of the amount invested after the deduction). No deduction for sales
or administrative expenses will be made from amounts accumulated under the
fixed Annuity provisions of the Contract. The current range of premium taxes
is 0% to 3.5%.

A maintenance charge of $.75 per month is made against each Contract prior to
the Annuity Commencement date. In addition, a deduction of 1.0017% of the
value of its assets annually is made daily from the assets of Separate Account
A. The deduction consists of .9000% for mortality risk charges and .1017% for
expense risk charges.

A charge is made for each Withdrawal made before the Annuitant reaches age 59
1/2, ranging from a maximum of $5.00 plus 2% of the net amount withdrawn to a
minimum of $5.00 depending on the date of Withdrawal.

In addition to the above, an investor should be aware that certain withdrawal
amounts may be subject to a 10% penalty tax under Section 72(t) of the Code.
(See "Federal Income Tax Matters".)

E. FREE LOOK

The Contracts allow the Contract Owner to revoke the Contract by returning it
to AG Life within ten days of delivery, or such longer period as may be
required by state law. AG Life will refund an amount equal to all payments
received with respect to the Contract, unless a larger refund is required by
state law. The Withdrawal Charge will not apply. (See "General Description"
under "The Contract".)

<PAGE>

SELECTED ACCUMULATION UNIT DATA (unaudited)

The information presented below shows Accumulation Unit information for the
Divisions of Separate Account A which, since the date of the Reorganization
(as described below) on April 28, 1989, have either received transfers or had
purchase payments allocated to them:

<TABLE>
<CAPTION>
MidCap Timed Money Capital Government Stock
Index Opportunity Market Conservation Securities Index
Division Division Division Division Division Division (3)
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Accumulation Unit
Values (Beginning
of Period) $1.0000000 (2) $1.0000000 (3) N/A $1.0000000 (4) $1.0000000 (5) $6.9470360 (6)

Accumulation Unit
Values
December 31, 1989 $1.0134730 $1.0812680 $.9998910 (7) $1.0296560 $1.0559270 (8) $7.7152130

Accumulation Unit
Values
December 31, 1990 $0.9126050 $1.0505840 $.9733880 (9) $1.1056810 $1.0965370 $7.3784390

Accumulation Unit
Values
December 31, 1991 $1.1056860 $1.2698210 N/A $1.1593620 $1.1190530 (10) $8.8973800

Accumulation Unit
Values
December 31, 1992 $1.2069730 $1.2542540 N/A $1.1908650 $1.1228330 $9.1473900

Accumulation Unit
Values
December 31, 1993 $1.3479390 $1.3605550 $0.9744070 $1.2080010 $1.2351960 $9.9586940

Accumulation Unit
Values
December 31, 1994 $1.2805490 $1.3328710 $0.9061820 $1.2374450 $1.1727330 $9.9346370

Accumulation Unit
Values
December 31, 1995 $1.649419 $1.650376 $1.085475 $1.289176 $1.369542 $13.510035

Accumulation Units
Outstanding
December 31, 1989 29,943.336 219,709.968 N/A 1,724.450 None 4,471,463.930

Accumulation Units
Outstanding
December 31, 1990 8,102.959 159,097.692 None 296,290.126 846.475 3,997,653.793

Accumulation Units
Outstanding
December 31, 1991 8,236.542 161,357.448 None 307,629.955 None 3,669,344.228

Accumulation Units
Outstanding
December 31, 1992 8,216.123 84,319.784 None 266,737.523 98,507.318 3,378,291.884

Accumulation Units
Outstanding
December 31, 1993 2,019.323 46,273.447 291.931 1,724.450 127,898.948 3,132,368.242

Accumulation Units
Outstanding
December 31, 1994 2,002.000 52,685.052 2,855.740 1,724.450 2,390.642 2,925,664.920

Accumulation Units
Outstanding
December 31, 1995 1,986.413 50,691.625 5,330.601 1,724.450 2,380.042 2,595,596.122
- ---------------------
(Footnotes are on the next page)

<PAGE>

<FN>
(1) Effective with the merger of Quality Growth Fund into Stock Index Fund on
May 1, 1992, Quality Growth Division was renamed the Stock Index Division
and its investment objective, investment program, and investment
restrictions were changed to those of the Stock Index Division.

(2) Accumulation Unit Value as of September 14, 1989 (the first date the
Division received a transfer or had a purchase payment allocated).
Effective October 1, 1991, the Fund underlying this Division changed its
name from the Capital Accumulation Fund to the MidCap Index Fund and
amended its investment objective, investment program, and investment
restrictions accordingly. Historical Accumulation Unit Values prior to
October 1, 1991 reflect investment performance prior to these changes.

(3) Accumulation Unit Value as of May 23, 1989 (the first date the Division
received a transfer or had a purchase payment allocated).

(4) Accumulation Unit Value as of August 15, 1989 (the first date the
Division received a transfer or had a purchase payment allocated).

(5) Accumulation Unit Value as of May 17, 1989 (the first date the Division
received a transfer or had a purchase payment allocated).

(6) Accumulation Unit Value as of April 28, 1989 (at which date the Division
had 4,953,797.742 Accumulation Units outstanding following the
reorganization).

(7) Accumulation Unit Value as of July 5, 1990 (the first date the Division
received a transfer or had a purchase payment allocated).

(8) Accumulation Unit Value as of October 23, 1989, the date on which all
Accumulation Units were transferred from the Government Securities
Division.

(9) Accumulation Unit Value as of December 26, 1990, the date on which all
Accumulation Units were transferred from the Capital Conservation
Division.

(10) Accumulation Unit Value as of July 8, 1991, the date on which all
Accumulation Units were transferred from the Government Securities
Division.
</FN>
</TABLE>

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

AG LIFE, SEPARATE ACCOUNT A AND PORTFOLIO COMPANY

A. AG LIFE AND SEPARATE ACCOUNT A

AG Life, the successor to Cal-Western, is licensed to engage in the life
insurance and annuity business in 49 states and the District of Columbia. AG
Life is an indirect wholly-owned subsidiary of AG Corp., an insurance-based
diversified financial services holding company whose various subsidiaries
operate in each of the 50 states, the District of Columbia, and Canada.

AG Life is the single life insurance company created by the merger, effective
December 31, 1991, of Cal-Western, a California corporation, and American
General Life Insurance Company, a Texas corporation ("AG Texas"), into
American General Life Insurance Company of Delaware, a Delaware corporation
("AG Delaware"). In connection with the merger ("Merger"), AG Delaware changed
its domicile to Texas ("Redomestication") and changed its name to American
General Life Insurance Company.

<PAGE>

AG Life has received the highest rating of AAA (Superior) from Standard &
Poor's Corporation reconfirmed as of November, 1995 and the highest rating of
AAA from Duff & Phelps Credit Rating Co. reconfirmed as of July, 1995 . The
ratings from these three nationally recognized rating organizations reflect
the financial strength of AG Life and are not a rating of investment
performance that purchasers of insurance products have experienced or are
likely to experience in the future.

As a result of the Merger and Redomestication, Separate Account A became part
of AG Life. However, Separate Account A has remained intact and its assets are
legally separated from any other business of AG Life. Accordingly, the
Contracts funded by Separate Account A prior to the Merger and Redomestication
continue to be supported by the same pool of assets. Separate Account A also
continues to invest in shares of the same Funds.

Following the Merger and Redomestication, AG Life, among other things, issued
assumption certificates to Contract Owners and Participants under the
Contracts, previously issued by Cal-Western, to reflect the change in the
identity of the insurance company sponsoring the Contracts and guaranteeing
rights under the Contracts.

The financial statements of AG Life included in the Statement of Additional
Information should be considered only as bearing upon the ability of AG Life
to meet its obligations under the Contracts. Neither the assets of AG Corp.
nor those of any other affiliated company supports AG Life's obligations under
the Contracts. As of December 31, 199 5, AG Life, on a consolidated basis, had
total assets of $34,347,601,000 and total shareholder's equity of
$2,683,222,000 .

Separate Account A, originally established in 1966 under California law, is
registered with the SEC as a unit investment trust under the Investment
Company Act of 1940, as amended ("1940 Act").

Separate Account A was previously organized as a management separate account
investing directly in securities. On April 28, 1989, Separate Account A and
Variable Fund C, a former separate account of Cal-Western, were combined and
restructured into a single unit investment trust separate account, Separate
Account A, investing exclusively in shares of the Funds of Portfolio Company
(the "Reorganization"). In connection with the Reorganization, all of the
portfolio assets of Separate Account A (including those of Variable Fund C)
were sold, assigned, and transferred to the Quality Growth Fund of Portfolio
Company in exchange for shares of that Fund, which were in turn issued to the
newly created Quality Growth Division of Separate Account A. (As described
more fully below, the Quality Growth Division was renamed the Stock Index
Division on May 1, 1992.) The Reorganization, among other things, enabled
Contract Owners and Participants during the Accumulation Period to invest
through Divisions of Separate Account A in any one of the corresponding
available Funds.

Separate Account A invests in shares of six of the thirteen Funds of Portfolio
Company, which, in turn, invest in diversified portfolios of securities, as
described in Portfolio Company's prospectus and statement of additional
information. Separate Account A currently consists of the following Divisions:
MidCap Index Division, Timed Opportunity Division, Money Market Division,
Capital Conservation Division, Government Securities Division, and Stock Index
Division. CONTRACT OWNERS AND PARTICIPANTS ARE REQUIRED TO MAINTAIN THEIR
ENTIRE INVESTMENT ALLOCATED TO SEPARATE ACCOUNT A UNDER A CONTRACT AT ANY
GIVEN TIME IN ONLY ONE OF THE AVAILABLE DIVISIONS; ALLOCATIONS BETWEEN TWO OR
MORE DIVISIONS ARE NOT PERMITTED.

<PAGE>

Under the provisions of the Texas Insurance Code and the terms of the
Contracts, assets of Separate Account A will not be chargeable with
liabilities arising out of any other business AG Life may conduct but will be
held exclusively to meet AG Life's obligations under variable annuity
contracts. In addition, any income, gains or losses, realized or unrealized,
on assets of Separate Account A are credited to or charged against Separate
Account A without regard to other income, gains or losses of AG Life.
Nevertheless, obligations arising under the Contracts are obligations of AG
Life.

In addition to the net assets and other liabilities for variable annuity
contracts, Separate Account A's assets include assets derived from charges
made by AG Life. AG Life may transfer out to its general account any of
Separate Account A's assets that are in excess of the reserves and other
liabilities relating to the Contracts.

Separate Account A is regulated by the Texas Insurance Department. Regulation
by the state, however, does not involve any supervision of Separate Account A
except to determine compliance with broad statutory criteria.

B. PORTFOLIO COMPANY

Portfolio Company was incorporated in Maryland on December 7, 1984. It is an
open-end management investment company registered under the 1940 Act. As of
December 31, 1995, Portfolio Company had $3,703,511,956 of net assets.
Additional information about Portfolio Company is contained in Portfolio
Company's prospectus, which accompanies this Prospectus, and in its statement
of additional information referred to therein, copies of which may be obtained
from AG Life's Annuity Administration Department . Shares of Portfolio Company
are currently sold to Separate Account A, AG Life's Separate Account B, AG
Life's Separate Account D, and The Variable Annuity Life Insurance Company
("VALIC") Separate Account A, which also fund variable annuity contracts.
VALIC also owns shares of Portfolio Company directly. Retirement Plans
maintained by VALIC and AGC may own shares of certain funds.

Portfolio Company's shares are purchased and redeemed by The Variable Annuity
Marketing Company ("VAMCO"), principal underwriter for shares of Portfolio
Company, at net asset value without sales or redemption charges. VAMCO is a
wholly-owned subsidiary of VALIC.

Overall responsibility for managing the affairs of Portfolio Company and
overseeing its investment adviser rests with its elected board of directors.

Portfolio Company consists of thirteen Funds, as follows: Stock Index Fund,
MidCap Index Fund, Small Cap Index Fund, International Equities Fund, Growth
Fund, Growth & Income Fund, Science & Technology Fund, Social Awareness Fund,
Timed Opportunity Fund, Capital Conservation Fund, Government Securities Fund,
International Government Bond Fund, and Money Market Fund. Each Fund has
different investment objectives and is, in effect, a separate portfolio
represented by a separate class of common stock. MidCap Index Fund, formerly
the Capital Accumulation Fund, effected a change in its name and its
investment objective, investment program and one of its restrictions as of
October 1, 1991.

On January 8, 1992, Portfolio Company's Board of Directors approved the
combination of the Quality Growth Fund into the Stock Index Fund by means of a
reclassification of shares ("Reclassification"). On April 28, 1992, persons
invested in the Quality Growth Fund approved the Reclassification, which was
consummated on May 1, 1992.

<PAGE>

However, if Portfolio Company reasonably determines that the tax status under
the Code of a particular Fund may be adversely affected by investments in that
Fund's shares which are attributable to purchase payments received under a
Contract that is not tax favored under the Code, or may be so affected for any
other reason, Portfolio Company will have the right not to make such a Fund
available under such Contract.

VALIC serves as investment adviser to each of the Funds pursuant to investment
advisory agreements with Portfolio Company. VALIC is registered with the SEC
as an investment adviser under the Investment Advisers Act of 1940 ("Advisers
Act"), as amended. VALIC is also the depositor of VALIC's Separate Account A.
For serving as investment adviser, each Fund pays VALIC a monthly fee based on
that Fund's average monthly net asset value as set forth in Portfolio
Company's prospectus under "Investment Management."

Bankers Trust Company ("Bankers") serves as investment sub-adviser to the
Stock Index Fund, MidCap Index Fund, and Small Cap Index Fund (not available
under the Contracts) pursuant to an investment sub-advisory agreement with
Portfolio Company. For serving as investment sub-adviser to these Funds, VALIC
pays Bankers a monthly fee based on each of these Fund's average monthly net
asset value as set forth in Portfolio Company's prospectus under "Investment
Management."

The investment advisory agreements between Portfolio Company and VALIC do not
contain limits on the expenses of Portfolio Company or of any Fund. However,
to the extent that any Fund's accrued expenses for a given month exceed, on an
annualized basis, 2% of a Fund's estimated average monthly net assets, VALIC
has voluntarily agreed to reduce expenses of any such Fund in an amount equal
to the difference between such accrued expenses and 2% of the Fund's average
net assets for that month. VALIC has reserved the right to withdraw this
undertaking upon 30 days' written notice to Portfolio Company.

AG Life reserves the right, subject to compliance with applicable law,
including approval of Contract Owners and Participants, if required, to make
substitutions of other open-end management investment company shares for the
shares of any Fund of Portfolio Company or which any Division may purchase, or
to eliminate the shares of any Fund of Portfolio Company held by a Division
and substitute shares of another Fund of Portfolio Company or of any other
registered open-end management investment company.

A brief description of each of the Funds of Portfolio Company in which the
Divisions of Separate Account A may invest appears below. The current
prospectus of Portfolio Company contains more detailed information about each
of the Funds in which the Divisions invest, including investment objectives
and policies, charges and expenses. Additional copies of the current
prospectus of Portfolio Company may be obtained from AG Life's Annuity
Administration Department . Read the prospectus carefully before investing.

MIDCAP INDEX FUND

This Fund seeks to provide growth of capital through investments primarily in
a diversified portfolio of common stocks that, as a group, are expected to
provide investment results closely corresponding to the performance of the
Standard & Poor's ("S&P") MidCap 400 Index.

<PAGE>

TIMED OPPORTUNITY FUND

This Fund seeks maximum aggregate rate of return over the long-term through
controlled investment risk by adjusting its investment mix among stocks,
long-term debt securities and short-term money market securities.

MONEY MARKET FUND

This Fund seeks liquidity protection of capital and current income through
investments in short-term money market instruments.

CAPITAL CONSERVATION FUND

This Fund seeks the highest possible total return consistent with preservation
of capital through current income and capital gains on investments in
intermediate and long-term debt instruments and other income producing
securities.

GOVERNMENT SECURITIES FUND

This Fund seeks high current income and protection of capital through
investments in intermediate and long-term U.S. Government debt securities.

STOCK INDEX FUND

This Fund seeks long-term capital growth through investment in common stocks
that, as a group, are expected to provide investment results closely
corresponding to the performance of the S&P 500 Index.

DEDUCTIONS AND CHARGES

A. DEDUCTION FOR SALES AND ADMINISTRATIVE EXPENSES

American General Securities Incorporated ("AGSI") acts as principal
underwriter and performs sales functions with respect to the Contracts. AGSI
is a wholly owned subsidiary of AG Life and its principal business address is
the same as that of AG Life. AG Life performs all administrative functions and
pays all administrative expenses with respect to the Contracts. These expenses
include but are not limited to salaries, rents, postage, telephone, travel,
legal, actuarial and accounting fees, office equipment and stationery. For
these services, AG Life makes a deduction from purchase payments based on the
aggregate amount of all purchase payments made to date under the Contracts as
shown in the following schedules. These deductions are made pursuant to the
Contracts and, therefore, are not subject to change. Schedule A, below,
indicates the deduction amounts used in connection with Qualified Plans which
were formerly referred to as H.R. 10 plans. Schedule B, below, indicates the
deduction amounts used when the Contract is sold for other tax-favored
arrangements. Charges for administrative expenses are not expected to exceed
administrative costs.

<PAGE>

<TABLE>
SCHEDULE A
<CAPTION>

Total Sales Administrative
Aggregate Deductions Expenses Expenses
Amount of Payment % % %

<S> <C> <C> <C>
First $25,000............................ 5 4.5 .5
Next 25,000.............................. 4 3.6 .4
Next 50,000.............................. 3 2.7 .3
All Additional........................... 2 1.8 .2
</TABLE>

<TABLE>
SCHEDULE B
<CAPTION>

Total Sales Administrative
Aggregate Deductions Expenses Expenses
Amount of Payment % % %

First $ 5,000............................ 5 4.5 .5
Next 5,000............................ 4 3.6 .4
Next 15,000............................ 3 2.7 .3
All Additional........................... 2 1.8 .2
</TABLE>

For example, assume that a single lump payment of $12,000 is made under a
Contract sold for other than Qualified Plan (H.R. 10 Plan) purposes. In
accordance with Schedule B, the deduction from the payment would be 5% of the
first $5,000, 4% of the next $5,000, and 3% of the remaining $2,000. If a
series of Periodic Payments are made, the total amount of all Payments, i.e.,
all past Payments plus the Payment being made, is used to determine the amount
of the deduction. Additional deductions may be made from each payment for
premium taxes, if any (see "Deduction for Premium Taxes".)

The deduction for sales expenses reimburses AG Life for part of its expenses
related to distributing the Contracts. AG Life believes, however, that the
amount of such expenses will exceed the amount of revenue generated by the
sales expenses. AG Life will pay such excess out of its general surplus, which
might include profits from the charge for the assumption of mortality and
expense risks.

No deduction for sales or administrative expenses will be made from amounts
accumulated under the fixed Annuity provisions of the Contract which are
transferred to Separate Account A or amounts transferred from Separate Account
A to fund the fixed Annuity.

The Contracts may be sold without charges for sales and administrative
expenses to officers and full-time employees of Separate Account A; to any
trust, pension, profit-sharing or other benefit plan for these people; and to
certain employees and sales representatives of AG Life or AGSI. To be eligible
AG Life or AGSI employees and sales representatives must spend one-half of
their working time (1) rendering investment advice to AG Life accounts, (2)
offering for sale Contracts funded through Separate Account A or other AG Life
accounts, and (3) supervising or assisting people who do either. Sales of
Contracts without administrative and sales expense deductions will be made
only on the buyer's written assurance that the purchase is made for investment
purposes and that the Contract will not be resold or assigned except through
surrender to AG Life.

<PAGE>

When permitted by AG Life, a Contract may be purchased with proceeds from
death benefits, maturity values, policy dividends or surrender values of
conventional insurance or Annuity Contracts issued by AG Life, without charges
for administrative and sales expenses. Certain fixed Annuity Contracts issued
by AG Life provide for transfer of cash value into Separate Account A without
the deduction for administrative and sales expenses.

B. DEDUCTION FOR PREMIUM TAXES

Certain states impose premium taxes, currently ranging from 0% to 3.5% of
purchase payments. Any deduction for applicable premium taxes is in addition
to the deductions for sales and administrative expenses. Premium tax
deductions are only made when purchase payments are subject to the tax.

It is AG Life's policy to postpone the computation and deduction until the
Annuity Commencement Date whenever permitted by state law. The deduction is
then made from the Variable Account. If postponement is not permitted by state
law, the amount of the tax is deducted from Periodic, or single Payments when
received. If premium taxes are deducted, but subsequently are determined not
due, AG Life, at the time of the determination, will apply the amount of the
deduction to increase the number of Accumulation or Annuity Units under the
Contract. Conversely, if no deductions are made for premium taxes, but
subsequently are determined due, AG Life reserves the right to reduce the
number of Accumulation or Annuity Units by the amount due.

C. WITHDRAWAL CHARGE

At any time while a Contract is in force, prior to the Annuity Commencement
Date or the death of the Annuitant, the Company will, upon written application
by a Contract Owner, allow the Contract Owner to withdraw (redeem) a portion
or all of the Accumulated Value of the Contract less withdrawal charges and
any applicable premium taxes. A withdrawal charge will be made equal to $5
plus 2% of the net amount withdrawn if the withdrawal is made prior to the end
of the fifth anniversary of the contract date, $5 plus 1% if the withdrawal is
made between the fifth and the end of the tenth anniversary of the contract
date, $5 if the withdrawal is made after the tenth anniversary of the contract
date. No withdrawal charge will be made after the date the Annuitant attains
age 59 1/2. The sum of any sales expense deduction and any applicable
withdrawal charge will not exceed 8.5% of total purchase payments under a
Contract.

If amounts are withdrawn from both the fixed and Variable Account
simultaneously the applicable withdrawal charges will be prorated between the
two accounts based on the amount withdrawn from each account. A withdrawal
from the Variable Account will result in the surrender of a number of
Accumulation Units of the Division in which a Contract Owner is invested
which, when multiplied by the value of an Accumulation Unit of such Division
at the Valuation Time next succeeding the time of receipt of the request,
equals the amount withdrawn plus withdrawal charges and any applicable premium
taxes.

D. MAINTENANCE CHARGE

A maintenance charge of $.75 per month is assessed for each month after AG
Life's receipt of the first Periodic Payment and prior to the Annuity
Commencement Date. No maintenance charge is deducted in any month in which
there is no Accumulated Value under a Contract. The charge is designed only to
reimburse AG Life for the costs of maintaining the Contract and it is not
expected to exceed such maintenance costs.

<PAGE>

E. DEDUCTION FOR MORTALITY AND EXPENSE RISKS

AG Life assumes the mortality risk incident to the Contract and receives, for
assuming the risk, an amount each Valuation Period equal to .9000% of the
value of the assets of each Division of Separate Account A annually. The
amounts are deducted from the assets of Separate Account A in accordance with
the Contract.

Each Variable Annuity payment made under a Contract varies with net investment
performance of the Stock Index Division of Separate Account A, but is not
affected by AG Life's actual mortality experience among Annuitants. The life
span of the Annuitant, or changes in life expectancy in general, do not affect
the monthly Annuity payments payable under the Contract. If Annuitants live
longer than the life expectancy determined by AG Life, AG Life will provide
funds from its general funds to make Annuity payments. Conversely, if
longevity among Annuitants is lower than AG Life determined, AG Life will
realize a gain.

AG Life also assumes the expense risk that deductions provided for in the
Contract for sales and administrative expenses may not be enough to cover
actual costs. Where the deductions are not adequate, AG Life will pay the
amount of any shortfall from its general funds. Any amounts paid by AG Life
may consist of, among other things, proceeds derived from mortality and
expense risk charges. (See "Deduction for Sales and Administrative Expenses".)

For assuming the expense risk, AG Life receives an amount each Valuation
Period which totals .1017% of the value of the assets of Separate Account A
annually. The deductions are made from the assets of Separate Account A as
provided in the Contract and other contracts participating in Separate Account
A.

F. CONTRACT EXPENSE GUARANTEE

Pursuant to the Reorganization, Cal-Western (the predecessor to AG Life)
issued an amendment, with respect to each existing Contract that was
outstanding immediately prior to the effective time of the Reorganization,
that guarantees that the total of the advisory fees charged against any of
Portfolio Company's Funds whose shares were purchased by Separate Account A,
plus the mortality and expense risk, administrative and any other charges
imposed upon the assets of the corresponding Divisions of Separate Account A,
will never exceed an amount that is equal to the total amount of the same
charges that would have been imposed under the Contracts had the
Reorganization not occurred (the "Contract Expense Guarantee"). Accordingly,
AG Life will, in effect, reimburse to the appropriate Division of Separate
Account A an amount that represents the difference between the investment
advisory fee charged Separate Account A or Variable Fund C, as applicable,
prior to the Reorganization and the amount of the advisory fee charged to
Portfolio Company's Funds plus any other charges in excess of those that would
have been incurred if the Reorganization had not taken place. The mortality
and expense risk and administrative charges did not change as a result of the
Reorganization, and any other charges imposed on the assets of Separate
Account A are not expected to be more than before the Reorganization. AG Life,
however, will not assume extraordinary or nonrecurring expenses of Portfolio
Company, such as legal claims and liabilities, litigation costs and
indemnification payments in connection with litigation. Also, the Contract
Expense Guarantee will not apply to any federal income tax if Portfolio
Company or any Fund fails to qualify as a "regulated

<PAGE>

investment company" under applicable provisions of the Code. As an
administrative convenience to AG Life, the Contract Expense Guarantee,
described above, also applies to Contracts issued after the Reorganization. AG
Life, however, may amend the Contract to eliminate the Contract Expense
Guarantee regarding Contracts issued thereafter.

G. OTHER CHARGES

Currently, no charge is made against Separate Account A for AG Life's federal
income taxes, or provisions for such taxes, that may be attributable to
Separate Account A. AG Life may charge each Division of Separate Account A for
its portion of any income tax charged to the Division or its assets. Under
present laws, AG Life may incur state and local taxes (in addition to premium
taxes) in several states. At present, these taxes are not significant. If they
increase, however, AG Life may decide to make charges for such taxes or
provisions for such taxes against Separate Account A. Any such charges against
Separate Account A or its Divisions could have an adverse effect on the
investment experience of such Division.

As discussed under "Portfolio Company" above, Portfolio Company pays VALIC a
monthly fee based on each Fund's average monthly net asset value for serving
as investment adviser for each of the Funds. The fees are reflected in the
Funds' net asset values. The investment advisory compensation arrangements as
well as the expenses of Portfolio Company are more fully described under
"Investment Management" in Portfolio Company's prospectus. (See also "Fee
Table".)

THE CONTRACT

A. GENERAL DESCRIPTION

The Contract provides for deferred Annuities issued by AG Life upon acceptance
of an application. If an application is accompanied by an initial purchase
payment, the application will be tendered to AG Life, reviewed, and, if
complete, either accepted or rejected within two calendar days. If accepted,
the initial purchase payment will be applied under a Contract not later than
two business days after receipt. If the application is not complete or is
incorrectly completed when received by AG Life, AG Life will request
additional documents or information within five business days after receipt of
the application. If the application is not made complete within five days of
receipt, the prospective purchaser will be informed of the reasons for the
delay and the initial purchase payment will be returned immediately, and in
full, unless the prospective purchaser specifically consents to AG Life
retaining the purchase payment until the application is made complete, in
which event the initial purchase payment will be applied not later than two
business days after an application is made complete. No payments received with
the application will be invested in Separate Account A until

<PAGE>

AG Life signifies acceptance by written endorsement on the application.
Payments received subsequently will not be applied under the Contract until
they are received at AG Life's Annuity Administration Department. Payments
received before the close of regular trading on the New York Stock Exchange on
any day when the Exchange is open will be applied under the Contract as of the
same date. Payments received after the close of regular trading on the
Exchange will be applied based upon the Accumulation Unit Value next computed
after receipt of a payment.

A Contract issued as an Individual Retirement Annuity will be accompanied by a
disclosure statement, required by the Internal Revenue Service Rules. The
Contract Owner of an Individual Retirement Annuity may surrender the Contract
within seven days of receipt for a full refund.

The Contracts allow a "free look," wherein the Contract Owner may revoke the
Contract by returning it to either a AG Life sales representative or to the AG
Life Annuity Administration Department within ten days of delivery of the
Contract, or such longer period as may be required by state law. If the
Contract is returned under the terms of the free look, AG Life will refund to
the Contract Owner an amount equal to all payments received with respect to
the Contract, unless a larger refund is required by state law. The Withdrawal
Charge will not apply.

Periodic Payments must be made at regular intervals and in amounts indicated
on the application. The interval or amount of Periodic Payments may be changed
on any Contract Anniversary by written notice to AG Life at its Annuity
Administration Department . No Periodic Payment may be less than $10. Periodic
Payments may be increased to, but not to more than, three times the amount of
the first annualized Periodic Payments. In other words, the total amount of
Periodic Payments made during the year following the date of any change cannot
be more than three times the aggregate amount of Periodic Payments made during
the first year following the Issue Date. Any increase greater than this is
only accepted upon written consent by AG Life. If a Periodic Payment is not
paid by the due date, the number of Accumulation Units in the Variable Account
will remain fixed until the next payment is made, reduced only by maintenance
charges, Withdrawals, and transfers of funds for the purchase of a fixed
annuity.

The Contracts described herein generally may not be assigned by the Contract
Owner.

<PAGE>

shares for the shares of any open-end management investment company held by
any Division of the Separate Account, or which any Division may purchase, and
(5) to eliminate the shares of any series of any open-end management company
held by a Division and substitute shares of another series of such open-end
management investment company, or of any other open-end management investment
company.

B. THE ACCUMULATION PERIOD

The Accumulation Period is the period before commencement of Annuity payments.
During this period, AG Life deducts from payments charges for sales and
administrative expenses and any premium taxes. The balance of the payments are
credited to the Variable Account in the form of Accumulation Units.

1. Accumulation Units

Purchase payments allocated to a Division of Separate Account A will be used
to purchase Accumulation Units in that Division. Each Division will then
invest in shares of a corresponding Fund of Portfolio Company.

The value of a Variable Account can be determined at any time during the
Accumulation Period by multiplying the total number of Accumulation Units in a
Division attributable to such Variable Account by the then-current value of an
Accumulation Unit in such Division. Because the value of Accumulation Units
fluctuates, there is no assurance that the value of the Accumulation Units in
a Variable Account will equal or exceed the amount of purchase payments made.

As described above, following the merger of the Quality Growth Fund into the
Stock Index Fund on May 1, 1992, the Quality Growth Division was renamed the
Stock Index Division. (See "Portfolio Company".) The value of an Accumulation
Unit for the Stock Index Division of Separate Account A solely with respect to
the first day purchase payments were allocated to the Division, known at that
time as the Quality Growth Division, following the Reorganization was equal to
the value of an Accumulation Unit of Separate Account A for the immediately
preceding valuation period multiplied by the "net investment factor"
applicable at that time to the Stock Index Division.

The initial value of an Accumulation Unit for each of the other Divisions of
Separate Account A, on the first day that purchase payments are allocated, or
transfers are made to each of such Divisions, is equal to the per share value
of a share of the corresponding Fund of Portfolio Company for the immediately
preceding valuation period multiplied by the "net investment factor" for such
Division.

Once the initial Accumulation Unit value is established, the value of an
Accumulation Unit for each of the Divisions of Separate Account A for any
subsequent Valuation Period is determined by multiplying the Accumulation Unit
value for the immediately preceding Valuation Period by the net investment
factor for the subsequent Valuation Period.

<PAGE>

The "net investment factor" for a Division is the sum of 1 plus the net
investment rate for such Division. The net investment rate for any Valuation
Period for a Division of Separate Account A is equal to the gross investment
rate for that Division for the Valuation Period, less a factor representing
charges for mortality and expense risks plus a reimbursement factor
representing the expenses which the Contract Owners would not have borne had
the Reorganization not occurred. The gross investment rate is computed on each
day during which the New York Stock Exchange is open for trading, not less
frequently than once daily as of the time of the close of regular trading on
such Exchange, and covers the Valuation Period since the next prior
computation. The gross investment rate is equal to (i) the investment income
and capital gains and losses, both realized and unrealized, on the assets of
that Division of Separate Account A during said period, divided by (ii) the
amount of such assets at the beginning of the period. The gross investment
rate may be either positive or negative. (See "Calculation of Accumulation
Unit Values" in the Statement of Additional Information.)

A Contract described in this Prospectus may be issued for use as an Internal
Revenue Code Section 403(b) "Tax Sheltered Annuity" in connection with the
Optional Retirement Program (ORP) for faculty members of Texas state-supported
institutions of higher education (see Chapter 36 of Title 110B, Texas Revised
Civil Statutes). In this situation, the application for the Contract contains
an undertaking by the applicant to be bound by all provisions of Texas law and
regulations governing the ORP.

Accordingly, the benefits of a Contract issued to a Participant in the Texas
ORP program will be payable, in compliance with Texas law and pursuant to an
SEC order of exemption, only upon (1) retirement; (2) death; or (3)
termination of employment in all Texas institutions of higher education.

2. Allocation of Purchase Payments and Transfers

Purchase payments under a Contract are allocable to one of the Divisions of
Separate Account A investing exclusively in the shares of a corresponding Fund
of Portfolio Company or, if available under a Contract, to a fixed
accumulation option. Thus, a Contract Owner or Participant has the option of
investing in either the MidCap Index Division, Timed Opportunity Division,
Money Market Division, Capital Conservation Division, Government Securities
Division, or Stock Index Division subject to limitations with regard to the
availability of a Fund under a Contract, discussed above. (See "Portfolio
Company".) If a fixed accumulation option is available under a Contract,
purchase payments allocated by a Contract Owner or Participant to such option
will be placed in AG Life's general account, which supports AG Life's
insurance and fixed annuity obligations.

Purchase payments under a Contract are applied when they are received at AG
Life's Annuity Administration Department. At that time, they are allocated to
the applicable Division of Separate Account A, as selected by a Participant. A
Participant may, once every 90 days, transfer the full amount of his or her
accumulation value from the Division in which he or she is fully invested to
any one of the other available Divisions of Separate Account A and allocate
purchase payments to such other Division or to any available fixed
accumulation option.

<PAGE>

3. Withdrawals

The Contract Owner may withdraw (redeem) a portion or all of the value of the
Variable Account at any time prior to the Annuity Commencement Date. Upon
receipt of a written request for Withdrawal, AG Life surrenders the number of
Accumulation Units, the value of which equals the requested amount plus any
amount necessary for payment of premium taxes. The amount withdrawn may be
subject to a withdrawal charge. (See "Withdrawal Charge".) The value of the
Accumulation Units is determined as of the Valuation Period immediately after
receipt of the request. Payment of the withdrawn amount is made within seven
days after receipt of the request at AG Life's Annuity Administration
Department. If the entire value of the Variable Account is withdrawn and no
payments are made for two years following Withdrawal, AG Life may consider the
Contract terminated. Withdrawals may be subject to penalties for premature
withdrawals, or may be restricted or have special federal tax consequences
because the Contract is used in connection with tax-favored retirement
programs. (See "Federal Income Tax Matters".)

4. Termination

At any time prior to the Annuity Commencement Date, a Contract Owner may
surrender the Contract for its Accumulated Value less any applicable premium
taxes. Surrender is effected upon receipt by AG Life at its Annuity
Administration Department of a written request by the Contract Owner and the
Contract. Payment of the Accumulated Value will be made within seven days
after surrender. Surrender may be restricted or have special federal tax
consequences, because the Contract is used in connection with tax-favored
retirement programs. (See "Federal Income Tax Matters".)

Payment may be suspended or postponed at any time Portfolio Company's shares
are suspended or postponed.

C. THE ANNUITY PERIOD

Annuity payments begin on the Annuity Commencement Date. The Contract Owner
selects the Annuity Commencement Date before the issuance of the Contract and
can select any date prior to the Annuitant's 75th birthday. (But see current
required distribution rules under "Federal Income Tax Matters".) The Contract
Owner also has the right to change the Annuity Commencement Date at any time
during the Accumulation Period by 30 days' written notice to AG Life at its
Annuity Administration Department. If the Contract Owner defers the Annuity
Commencement Date, he can either continue making Periodic Payments or cease
Periodic Payments on the originally selected date.

FOLLOWING THE ANNUITY COMMENCEMENT DATE, WHEN VARIABLE ANNUITY PAYMENTS ARE TO
BE MADE, ONLY THE STOCK INDEX DIVISION IS AVAILABLE TO A CONTRACT OWNER OR
PARTICIPANT UNDER A CONTRACT. However, AG Life reserves the
right to change the Division available under a Contract for Variable Annuity
payments or to add Divisions with respect to Contract Owners or Participants
who have not yet commenced receiving Variable Annuity payments.

The Contract Owner elects how Annuity payments will be made. The Contract
automatically

<PAGE>

provides the Basic Annuity, a life Annuity with 120 payments guaranteed. In
place of the Basic Annuity, the Contract Owner can elect an optional Annuity
with payments made under one of the following settlement Options. The election
must be made in writing to AG Life at its Annuity Administration Department.
The written notification must also include the selected Annuity Commencement
Date. Election must be made at least 30 days before the Annuity Commencement
Date but can be changed at any time on 30 days' written notice. The election
provisions of the Contract are, however, subject to both applicable law and
terms of the particular retirement plan in connection with which the Contract
is issued. In particular, the federal tax rules governing certain retirement
plans ordinarily limit the ability of a Contract Owner to defer payment beyond
April 1 of the calendar year following the calendar year in which age 70 1/2
is attained and may also limit the election of certain settlement options.
(See "Federal Income Tax Matters".) Unless otherwise elected, amounts
accumulated in a Division of Separate Account A will be applied to purchase a
Variable Annuity.

1. Settlement Options

An AG Life Annuity Contract or the following Settlement Options are also
available to a Beneficiary. The Beneficiary can make the election as an
alternative to a lump sum payment at the Annuitant's death before the Annuity
Commencement Date. When the Beneficiary makes the election, the Beneficiary
becomes the Payee, the person receiving the payments. The Beneficiary also
becomes the measuring life, in place of the deceased Annuitant, for purposes
of the Settlement Options. The Contract Owner also has the right to name
himself as Payee.

OPTION 1 -- LIFE ANNUITY -- An Annuity payable monthly during the lifetime of
the Annuitant (or Beneficiary, if applicable) and terminating with the last
payment preceding his death. There is no provision for payment of a death
benefit on the Annuitant's death and no guarantee of a minimum number of
payments.

OPTION 2 -- JOINT AND SURVIVOR ANNUITY -- An Annuity payable during the joint
lifetime of the Annuitant (or Beneficiary, if applicable) and another person
chosen by the Contract Owner, the Annuitant in the absence of the Contract
Owner or the Beneficiary, if applicable. After the selected joint lifetime,
payments continue during the remaining lifetime of the survivor. It is
possible under this option for the Annuitant or other payee to receive only
one annuity payment if both die before the second annuity payment, since no
minimum number of payments is guaranteed. If one of these persons dies before
the Annuity Commencement Date, the election of this option is revoked, the
survivor becomes the sole Annuitant, and no death proceeds are payable by
virtue of the death of the other Annuitant.

OPTION 3 -- LIFE ANNUITY WITH 60, 120, 180 OR 240 MONTHLY PAYMENTS GUARANTEED
- -- An Annuity payable monthly during the lifetime of the Annuitant (or
Beneficiary, if applicable). This Option guarantees that if, at the death of
the Annuitant (or Beneficiary, if applicable), payments have been made for
less than 60, 120, 180 or 240 months, as selected, payments will continue for
the remainder of the designated period.

<PAGE>

Where the measuring life is that of the Annuitant, payments after his death
are made to the designated Beneficiary. The Beneficiary, however, can elect at
any time to receive the present value of the guaranteed payments remaining in
a lump sum. When the measuring life is that of the Beneficiary, payments are
discontinued after the Beneficiary's death. The present value of the
guaranteed payments remaining is paid as a lump sum, in accordance with the
Contract.

The present value of the guaranteed payments remaining is calculated as of the
Valuation Period during which notice of death is received by AG Life at its
Annuity Administration Department. At that time, the amount of the total
number of guaranteed Annuity payments remaining is computed at the net
investment rate, using the Annuity Unit value for the Stock Index Division for
the Valuation Period immediately succeeding receipt of the notice of death.
The resultant amount is paid as a lump sum.

OPTION 4 -- UNIT REFUND LIFE ANNUITY -- An Annuity payable monthly during the
lifetime of the Annuitant (or Beneficiary, if applicable) and terminating with
the last payment preceding his death. After his death, an additional payment
is made if the number of Annuity Units represented by the proceeds of the
Variable Account on the Annuity Commencement Date is greater than the number
of Annuity Units represented by the total amount of payments received during
the measuring lifetime. In other words, a payment is made in accordance with
the Contract when (a) below exceeds (b) below:

a = Total amount applied under the Option at the Annuity Commencement Date

divided by

the Annuity Unit value for the Stock Index Division at the
Annuity Commencement Date

b = Number of Annuity Units in Stock Index Division represented by each
monthly Annuity payment made

multiplied by

the number of Annuity payments made.

When (a) is greater than (b), the excess amount is multiplied by the Annuity
Unit value for the Stock Index Division as of the Valuation Period during
which notice of death is received by AG Life at its Annuity Administration
Department . The resultant amount is paid as a lump sum.

OPTION 5 -- INSTALLMENTS FOR A DESIGNATED PERIOD -- A series of monthly
payments to the payee over a period of one to twenty years, as elected. At the
death of the payee, the guaranteed payments remaining are paid in accordance
with the Contract. If the Annuitant is the payee, any guaranteed payments
remaining are made to the designated Beneficiary. The Beneficiary can, at any
time, elect to receive the present value of any guaranteed payments remaining
as a lump sum.

If a Beneficiary is the payee, the present value of the amount of any
guaranteed payments remaining is calculated and the resultant amount paid as a
lump sum. If the Contract Owner is the Payee, payments continue after the
Annuitant's death for the remainder of the designated period.

<PAGE>

The Contract Owner may at any time elect, however, to receive the present
value of the remaining payments paid as a lump sum. Payments made under this
Option are increased in amount by a factor which offsets the charge for
mortality risk.

OPTION 6 -- INSTALLMENTS OF A DESIGNATED AMOUNT -- A series of equal payments
of a designated amount to the payee made as annual, semiannual, quarterly or
monthly installments. The value of the Variable Account, less any applicable
premium taxes, is used to make the payments, and the payments continue until
the proceeds, adjusted by the investment experience of the Stock Index
Division of Separate Account A, are exhausted. The payee may at any time
receive the remaining amount of the proceeds by submitting a written request
to AG Life at its Annuity Administration Department. At the death of the
payee, payments continue to his designated Beneficiary. If a Beneficiary is
the payee, and dies before the proceeds are exhausted, the balance of the
proceeds is paid as a lump sum in accordance with the Contract. Payments made
under this Option are increased by a factor which offsets the charge for
mortality risk.

OPTION 7 -- INTEREST INCOME -- Interest of 3% on the investment of the
proceeds of the Variable Account outside of the Stock Index Division of
Separate Account A is paid to the payee in monthly, quarterly, semiannual or
annual installments. The value of the Variable Account is automatically
removed from the Stock Index Division of Separate Account A and deposited with
AG Life at a fixed rate of interest. The payee may, at any time, withdraw
(redeem) all or a portion of the remaining balance of the Variable Account in
a lump sum by submitting a written request to AG Life at its Annuity
Administration Department. If the payee dies while receiving installments, the
principal to which the Payee would be entitled to if alive is paid as a lump
sum in accordance with the Contract. This Option is in any event subject to
the minimum distribution rules under the Code, which are described under
"Federal Income Tax Matters".

If Option 5, Option 6 or Option 7 is elected by a person other than the
Contract Owner, the payee may be considered for federal income tax purposes to
have received the proceeds of the Variable Account in a lump sum. The amount
of the proceeds which exceeds the amount of total payments made by the
Contract Owner may be considered ordinary income to the payee in the year of
election. This could result in taxable income in the year of election even
though payments are not received until subsequent years. Anyone electing these
Options should consult a qualified tax adviser. (See "Federal Income Tax
Matters".)

Under Settlement Options 1 through 5, the amount of the first monthly payment
is calculated as of the Annuity Commencement Date. The number of Accumulation
Units credited to the Variable Account is multiplied by the value of an
Accumulation Unit for the applicable Division of Separate Account A for the
Valuation Period immediately preceding two weeks before the Annuity
Commencement Date. The resulting value is called the Accumulated Value. Tables
in the Contracts indicate the amount of the first monthly payment for each
$1000 of Accumulated Value, minus any applicable premium taxes. The tables are
based on Progressive Annuity Tables with interest at the rate of 3 1/2% per
annum and assume births in 1900. Under Settlement Options 1 through 4, payment
amounts illustrated vary with the sex of the Annuitant. Amounts under any of
the first five Settlement

<PAGE>

Options vary with the adjusted age of the Annuitant, determined using formulas
provided by the Contracts.

Under Settlement Options 6 and 7, the amount of the first payment is
prescribed by the Contracts. Under Settlement Option 7, however, AG Life may
increase the net investment rate above the guaranteed rate.

Under all of the Settlement Options, AG Life bases the payment calculations on
the same mortality basis used for individual single premium Annuity contracts
issued to the same class of Annuitants, when doing so results in a larger
first payment. If, however, the dollar value of the Variable Account is less
than $2,000 at the Annuity Commencement Date, AG Life may pay the amount out
in a lump sum, regardless of the Settlement Option chosen.

Second and subsequent payments under the Basic Annuity and Settlement Options
1 through 5 are determined using the Annuity Unit value for the Stock Index
Division for the Valuation Period when the payment is due. The Annuity Unit
value for the Stock Index Division for any Valuation Period is determined by
multiplying the value for the immediately preceding Valuation Period by the
product of (I) the net investment factor for the Valuation Period two weeks
immediately preceding the Valuation Period when payment is due, and (ii) a
factor to neutralize the assumed net interest rate of 3 1/2% per annum built
into the Annuity tables contained in the Contracts. This produces the value of
the Annuity Unit for the Stock Index Division for the current Valuation
Period. (See "Annuity Payments" in the Statement of Additional Information.)

2. Annuity Payments.

The amount of the first payment is divided by the Annuity Unit value for the
Stock Index Division for the Valuation Period when payment is due. This
determines the number of Annuity Units in the Stock Index Division represented
by the first payment. The number of Annuity Units remains constant throughout
the Annuity Period. Each subsequent payment is determined by multiplying the
number of Annuity Units in the Stock Index Division by the value of the
Annuity Unit in the Stock Index Division for the Valuation Period when payment
is due. Under Settlement Options 5, 6, and 7, the Contract may be surrendered
for a lump sum payment in lieu of Annuity payments once Annuity payments have
started.

The amount of the first payment is determined using an assumed interest rate
of 3 1/2% per annum. The amount of subsequent payments will vary in amount in
accordance with the actual net investment rate. If the actual net investment
rate is less than 3 1/2%, the amount of the payment is less; if greater than 3
1/2%, the amount of the payment is greater. Whenever the amounts of payments
becomes less than $20, AG Life can change the frequency of payments to
intervals which result in payments of at least $20.

D. DEATH BENEFITS

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1. Death Benefits Prior to the Annuity Commencement Date

If the Participant dies prior to the Annuity Commencement Date, AG Life will
pay the death benefits to the Beneficiary. The death benefit will equal the
Accumulated Value of a Variable Account as of the Valuation Period in which
written proof of death is received by AG Life at its Annuity Administration
Department, less any applicable premium taxes.

If the Participant has not already done so, the Beneficiary may, within sixty
days after the date of death, elect to receive the death proceeds as a lump
sum or in the form of one of the annuity payment options provided in the
Contract. See "The Contract -- The Annuity Period." If no request is received
as to the manner of payment, AG Life will make a lump-sum payment, based on
values determined at that time.

If the Participant under a Contract dies prior to the Annuity Commencement
Date, the Code requires that all amounts payable under the Contract be
distributed (a) within five years of the date of death or (b) as annuity
payments beginning within one year of the date of death and continuing over a
period not extending beyond the life or life expectancy of the Beneficiary. If
the Beneficiary is the Participant's surviving spouse, distributions need not
begin until the date the Participant would have attained age of 70 1/2.
Failure to satisfy these Code distribution requirements may result in serious
adverse tax consequences.

2. Death Proceeds After the Annuity Commencement Date

If the Participant dies following the Annuity Commencement Date, the only
amounts payable to the Beneficiary are any continuing payments provided for
under the annuity payment option selected, which must be distributed at least
as rapidly as under that option. Failure to satisfy these requirements of the
Code may result in serious adverse tax consequences. See "Annuity Payment
Options." In such a case, the Payee will have all the remaining rights and
powers under a Contract and be subject to all the terms and conditions
thereof.

3. Proof of Death

AG Life will accept the following as proof of any person's death: a copy of a
certified death certificate; a copy of a certified decree of a court of
competent jurisdiction as to the finding of death; a written statement by a
medical doctor who attended the deceased at the time of death; or any other
proof satisfactory to AG Life.

Once AG Life has paid the death proceeds, the Contract terminates and AG Life
has no further obligations thereunder.

FEDERAL INCOME TAX MATTERS

A. GENERAL

<PAGE>

It is not possible to comment on all of the federal income tax consequences
associated with the purchase or ownership of a Contract. The federal income
tax law is complex and its application to a particular person may vary
according to facts peculiar to such person. Also, the law governing
tax-favored retirement plans is particularly complex and there are a variety
of different rules for different types of plans. Consequently, this discussion
is not intended as tax advice, and persons should consult with a competent tax
adviser before making any financial decisions involving a Contract.

The discussion is based on the law, regulations and interpretations existing
on the date of this Prospectus. These authorities, however, are subject to
change by Congress, the U.S. Treasury Department and judicial decisions. The
discussion does not address state or other local tax consequences.

B. QUALIFIED CONTRACTS PURCHASED BY CERTAIN TAX-EXEMPT EMPLOYERS

PURCHASE PAYMENTS. Purchase payments made by certain tax-exempt employers or
by public educational institutions on behalf of an employee are not included
in the employee's income under Code Section 403(b) if the Contract meets
certain requirements. Under such a Section 403(b) Qualified Contract, purchase
payments may be made as elective deferrals through a salary reduction
agreement with an employee, but these payments are generally limited after
1986 to a maximum of $9,500 per year (and possibly less depending on the
employee's years of service, compensation and prior elective deferrals).
Purchase payments that are not elective deferrals are subject to other limits.

DISTRIBUTIONS DURING THE ACCUMULATION PERIOD. Under the Code, amounts received
by an Annuitant upon a partial or total surrender of a Section 403(b)
Qualified Contract are generally allocated on a pro rata basis between the
employee's after tax investment in the Contract (if any) and other amounts. A
10 percent penalty tax is imposed on the amount includible in gross income
from distributions that occur before age 59 1/2 and that are not made on
account of death or disability, with certain exceptions. These exceptions
include distributions that are (1) part of a series of substantially equal
periodic payments beginning after the employee separates from service and made
over the life (or life expectancy) of the employee or the joint lives (or
joint life expectancies) of the employee and his or her beneficiary, (2) made
after separation from service following attainment of age 55, or (3) made to
an alternate payee under a qualified domestic relations order. Post-1988
elective deferrals (made under a salary reduction agreement) and the earnings
thereon may not be distributed prior to age 59 1/2, separation from service,
death or disability. Distributions of elective deferrals (but not any income
earned thereon) made after 1988 are permissible in the case of hardship; the
distribution, however, may be subject to a 10% penalty tax as a premature
distribution, as described above. Unless certain term and amount requirements
are met, loans from section 403(b) Qualified Contracts will be treated as
distributions.

A distribution from a Section 403(b) Qualified Contract is an eligible
rollover distribution. If any amount of the distribution is not paid as a
direct rollover, such amount will be subject to 20% income tax withholding.
See "Tax Free Rollovers."

<PAGE>

ANNUITY PAYMENTS. Annuity Payments received under a Section 403(b) Qualified
Contract by an Annuitant are generally taxed in the same manner as Annuity
payments under Non-Qualified Contracts. In the case of benefits accrued after
December 31, 1986 under a Section 403(b) Qualified Contract, distributions of
minimum amounts specified by the Code must commence by April 1 of the calendar
year following the calendar year in which the Annuitant attains age 70 1/2,
regard-less of whether he has retired, except for employees covered by a
governmental or church plan. Additional distribution requirements apply to
beneficiaries of deceased Annuitants. Failure to comply with the distribution
rules will result in the imposition of a penalty tax of 50 percent of the
amount by which the minimum distribution required exceeds the actual
distribution.

C. INDIVIDUAL RETIREMENT ANNUITIES

PURCHASE PAYMENTS. Individuals who are not active participants in a qualified
retirement plan may deduct purchase payments for IRA Contracts equal to the
lesser of $2,000 or 100 percent of the individual's earned income, plus $250
for the benefit of a noncompensated spouse. No more than $2,000 may be
contributed to either spouse's IRA Contract for any year. Single persons who
participate in a qualified retirement plan and who have adjusted gross income
not in excess of $25,000 may fully deduct their IRA contribution purchase
payments. Those who have adjusted gross income in excess of $35,000 will not
be able to deduct purchase payments, and single persons with adjusted gross
income between $25,000 and $35,000 will be able to deduct only a portion of
their purchase payments. For married persons who participate in a qualified
retirement plan, the deductible purchase payments will be similarly phased
out, in the case of those filing separate returns for gross income between 0
and $10,000, and for those filing joint returns, for gross income between
$40,000 and $50,000. Non-deductible purchase payments for an IRA Contract of
individuals who are precluded from deducting all or a portion of their
purchase payments because of participation in a qualified retirement plan may
be made, but not to exceed the lesser of $2,000 or 100 percent of earned
income, plus $250 for the benefit of a noncompensated spouse.

DISTRIBUTIONS FROM AN IRA CONTRACT. Amounts received under IRA Contracts as
Annuity Payments, upon partial or total surrender, or on the death of the
Annuitant, are included in the Annuitant's or other recipient's income. If
nondeductible purchase payments have been made (after 1986), a portion of such
amounts may not be included in income. A 10 percent penalty tax is imposed on
the amount includible in gross income from distributions that occur before age
59 1/2 and that are not made on account of death or disability, with certain
exceptions. These exceptions include distributions that are part of a series
of substantially equal periodic payments made over the life (or life
expectancy) of the Annuitant or the joint lives (or joint life expectancies)
of the Annuitant and his or her beneficiary. Distributions of minimum amounts
specified by the Code must commence by April 1 of the calendar year following
the calendar year in which the Annuitant attains age 70 1/2. Additional
distribution rules apply after the death of the IRA owner. Failure to comply
with these distribution rules will result in the imposition of a penalty tax
of 50 percent of the amount by which the minimum distribution required exceeds
the actual distribution.

<PAGE>

exception of (1) annuities paid over a life or life expectancy, (2)
installments for a period of ten years or more, and (3) required minimum
distributions under section 401(a)(9) of the Code.

Rollovers may be accomplished in two ways. First, an eligible rollover
distribution may be paid directly to an IRA (a "direct rollover"). Second, the
distribution may be paid directly to the Annuitant and then, within 60 days of
receipt, the amount may be rolled over to an IRA. However, any amount that was
not distributed as a direct rollover will be subject to 20% income tax
withholding.

D. SIMPLIFIED EMPLOYEE PENSION PLANS

Employees and employers may establish an IRA plan known as a simplified
employee pension plan ("SEP"), if certain requirements are met. An employee
may make contributions to a SEP in accordance with the rules applicable to IRA
Contracts. Also, elective deferrals may be made if certain additional
requirements are met. Employer contributions to an employee's SEP are
deductible by the employer and are not includible in the taxable income of the
employee as long as total employer contributions are no more than 15 percent
of the employee's compensation or $30,000, whichever is less.

E. OTHER QUALIFIED CONTRACTS

PURCHASE PAYMENTS. Purchase payments made by an employer under a pension,
profit-sharing, or annuity plan qualified under Section 401 or 403(a) of the
Code, not in excess of certain limits, are deductible by the employer. The
purchase payments are also excluded from the current income of the employee.
Should a qualified plan lose its qualification, employees could be required to
include in their income the purchase payments made by employers and could lose
other tax benefits.

DISTRIBUTIONS DURING THE ACCUMULATION PERIOD. To the extent that purchase
payments are included in an employee's taxable income they represent his
investment in the Contract. Under the Code, amounts received under a Qualified
Contract prior to the Annuity Date are generally allocated on a pro rata basis
between the employee's investment in the Contract and other amounts. As a
result, distributions generally are no longer treated as first coming from the
employee's investment in the Contract. With respect to the taxable portion of
a lump sum distribution (as defined in the Code), an averaging rule may be
applicable that allows computation of tax as if the amount were received over
a period of years. For distributions treated as received before 1987, the
period is 10 years; after 1986, the period is 5 years (except for individuals
who attained age 50 before 1987, who may use a period of 10 years). Your age
at the time of distribution may affect your eligibility for averaging. A lump
sum distribution will not be includible in income in the year of distribution
if the employee transfers, within 60 days of receipt, all property received,
less the amounts contributed by him, to another qualified plan or to an
individual retirement account or an individual retirement annuity in
accordance with the rollover rules under the Code. However, any amount that is
not distributed as a direct rollover will be subject to 20% income tax
withholding. See "Tax Free Rollovers." Special tax treatment may be available
in the case of certain lump-sum distributions that are not rolled over to
another plan or IRA.

<PAGE>

These exceptions include distributions that are (1) part of a series of
substantially equal periodic payments beginning after the employee separates
from service and made over the life (or life expectancy) of the employee or
the joint lives (or joint life expectancies) of the employee and his
beneficiary, (2) made after separation from service after attainment of age
55, or (3) made to an alternate payee pursuant to a qualified domestic
relations order.

ANNUITY PAYMENTS. A portion of Annuity Payments received after the Annuity
Date is excludable from an employee-Annuitant's income based on the ratio of
his investment in the Contract to the expected return under the Contract.
Distributions from Qualified Contracts of minimum amounts specified by the
Code generally must commence by April 1 of the calendar year following the
calendar year in which the Annuitant attains age 70 1/2, or when he retires,
whichever is later. After 1988, however, distributions generally must begin by
April 1 of the calendar year following the calendar year in which the
Annuitant attains age 70 1/2, regardless of whether he has retired. Failure to
comply with the minimum distribution rules will result in the imposition of a
penalty tax of 50 percent of the amount by which the minimum distribution
required exceeds the actual distribution.

SELF-EMPLOYED INDIVIDUALS. Various special rules apply to qualified plans
established by self- employed individuals.

F. FEDERAL INCOME TAX WITHHOLDING

Amounts distributed from a Contract, to the extent includible in taxable
income, are subject to federal income tax withholding under Section 3405 of
the Code.

With respect to periodic distributions, such as Annuity Payments, the portion
of each payment that is includible in taxable income will be subject to
withholding as if the Annuitant were married claiming three exemptions and
received a payment of wages. The Annuitant may, however, elect to have no
income tax withheld from Annuity Payments or to have income taxes withheld at
a different rate by submitting a withholding exemption certificate to AG Life.

With respect to nonperiodic distributions, such as amounts received upon
partial or total surrenders, the portion of such a payment that is includible
in taxable income will be subject to withholding generally at the rate of 10
percent, unless a withholding exemption certificate is submitted to AG Life.
In the case of a nonperiodic distribution within one taxable year from a
Qualified Contract which consists of the balance to the credit of an employee,
a withholding rate reflecting either the 10 or 5 year averaging rule, instead
of the 10 percent rate, will be used.

VOTING RIGHTS

Participants prior to the Annuity Commencement Date, and Annuitants or other
payees during the Annuity Period, may instruct AG Life as to the voting of
Portfolio Company shares attributable to their respective interests under the
Contracts at meetings of shareholders of Portfolio Company. Those persons
entitled to vote will receive proxy material and a form on which voting
instructions may be given. AG Life will vote the shares of each Fund of
Portfolio Company held by the corresponding Division of Separate Account A,
attributable to the Contracts, in accordance with instructions received with
respect to all Contracts. Shares held in each Division for which timely
instructions have not been received will be voted by AG Life for or against
any proposition, or AG Life will abstain, in the same proportion as shares in
that Division for which instructions are received.

<PAGE>

AG Life will vote, or abstain from voting, any Portfolio Company shares that
are not attributable to the Contracts in the same proportion as all
Participants in Separate Account A vote or abstain. However, if AG Life
determines that it is permitted to vote such shares of Portfolio Company in
its own right, it may elect to do so, subject to the then-current
interpretation of the 1940 Act and the rules thereunder.

Unless the Contract has been issued in connection with a deferred compensation
plan, individuals participating under a Contract Owner's retirement plan have
the right to instruct the owner with respect to shares attributable to their
contributions and to such additional extent as the owner's retirement plan may
permit.

The number of shares of Portfolio Company held in a Division deemed
attributable to a Participant's interest under a Contract prior to the Annuity
Commencement Date will be determined on the basis of the value of the
Accumulation Units credited to the Participant's account as of the record
date. On or after the Annuity Commencement Date, the number of attributable
shares will be based on the amount of assets held to meet Annuity obligations
to the payee under the Contract as of the record date. During the Annuity
Period, the number of votes attributable to a Contract or participation will
generally decrease since funds set aside for an Annuitant will decrease.
Because Portfolio Company is organized as a corporation under Maryland law, it
is not required to hold regular annual shareholder meetings to elect members
of the board of directors and it does not expect to hold annual meetings for
any other purpose. If members of the board of directors of Portfolio Company
are required to be elected or any other action is required to be taken at any
special or annual meeting of Portfolio Company, instructions for voting shares
underlying the interests of Participants will, as indicated above, be
solicited by means of proxy materials.

Matters pertaining to all of the Funds, such as the election of directors or
the ratification of independent auditors, will be submitted to a vote of the
shareholders of all of the Funds. However, matters pertaining to only certain
Funds will be submitted to a vote of the shareholders of only those Funds.

THE STATEMENT OF ADDITIONAL INFORMATION

This Prospectus contains information concerning Separate Account A, AG Life
and the Contracts, but does not contain all of the information set forth in
the Registration Statement and all exhibits and schedules relating thereto
which AG Life has filed with the SEC.

Additional information may be obtained from AG Life by requesting from AG
Life's Annuity Administration Department a Statement of Additional
Information. For convenience, the Table of Contents of the Statement of
Additional Information is provided below:

<PAGE>

TABLE OF CONTENTS
OF THE STATEMENT OF ADDITIONAL INFORMATION

General Information........................................................ 2
Regulation and Reserves.................................................... 2
Independent Auditors....................................................... 3
Distribution............................................................... 3
Underwriters............................................................... 3
Services................................................................... 3
Gender of Annuitant........................................................ 4
Misstatement of Age or Sex and Other Errors................................ 4
Change of Investment Adviser or Investment Policy.......................... 4
Calculation of Accumulation Unit Values.................................... 4
Annuity Payments........................................................... 6
Index to Financial Statements.............................................. 8
Financial Statements....................................................... 9

If you would like a free copy of the Statement of Additional Information for
this Prospectus, please complete this form, detach, and mail to:

American General Life Insurance Company
Annuity Administration Department
P. O. Box 1401
Houston, Texas 77251-1401

Gentlemen:

Please send me a free copy of the Statement of Additional Information for AG
Life Separate Account A Variable Retirement Annuity Contracts at the following
address:

Name: ______________________________________________________________

Mailing Address: ___________________________________________________

____________________________________________________________________

Contract No.: ______________________________________________________

____________________________________________________________________
Signature

32
<PAGE>

AMERICAN GENERAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

INDIVIDUAL VARIABLE RETIREMENT ANNUITY
CONTRACTS

OFFERED BY

AMERICAN GENERAL LIFE INSURANCE COMPANY

ANNUITY ADMINISTRATION DEPARTMENT
P. O. BOX 1401, HOUSTON, TEXAS 77251-1401
1-800-247-6584 OR 713/831-3505

The individual variable retirement annuity contracts (the "Contracts") offered
by American General Life Insurance Company ("AG Life"), the successor to
California-Western States Life Insurance Company ("Cal-Western"), in
connection with this Prospectus are designed for use in connection with
certain tax-qualified plans established under the Internal Revenue Code of
1986, as amended (the "Code"). Payments received with respect to a Contract
(subject to certain deductions) are deposited by AG Life in the separate
investment account entitled American General Life Insurance Company Separate
Account A ("Separate Account A") for further investment.

Separate Account A is a unit investment trust separate account. Separate
Account A currently consists of six Divisions, each of which invests
exclusively in shares of one of the separate portfolios ("Funds") of American
General Series Portfolio Company ("Portfolio Company"). Portfolio Company
currently consists of thirteen Funds. The Divisions of Separate Account A
invest in the following six Funds: MidCap Index Fund, Timed Opportunity Fund,
Money Market Fund, Capital Conservation Fund, Government Securities Fund, and
Stock Index Fund.

This Prospectus contains information regarding the Contracts that investors
should know before investing. It should be read and retained for future
reference. A Statement of Additional Information, incorporated herein by
reference and dated May 1, 1996, has been filed with the Securities and
Exchange Commission ("SEC"). Investors can obtain a free copy of the Statement
of Additional Information by contacting AG Life at the address or telephone
number given above. The Table of Contents for the Statement of Additional
Information appears at the end of this Prospectus.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT AMERICAN GENERAL
SERIES PORTFOLIO COMPANY PROSPECTUS.

INVESTORS ARE ADVISED TO RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.

Prospectus dated May 1, 1996

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TABLE OF CONTENTS

Page
Number

Definitions.............................................................. 3
Fee Table................................................................ 5
Prospectus Summary....................................................... 7
A. The Contracts................................................... 7
B. AG Life......................................................... 7
C. Separate Account A.............................................. 8
D. Sales Charges and Other Deductions.............................. 8
E. Free Look....................................................... 8
Selected Accumulation Unit Data.......................................... 8
AG Life, Separate Account A and Portfolio Company........................ 10
A. AG Life and Separate Account A.................................. 10
B. Portfolio Company............................................... 11
Deductions and Charges................................................... 14
A. Deduction for Sales and Administrative Expenses................. 14
B. Deduction for Premium Taxes..................................... 15
C. Deduction for Mortality and Expense Risks....................... 15
D. Contract Expense Guarantee...................................... 16
E. Other Charges................................................... 16
The Contract............................................................. 17
A. General Description............................................. 17
B. The Accumulation Period......................................... 18
C. The Annuity Period.............................................. 20
D. Death Benefits.................................................. 24
Federal Income Tax Matters............................................... 25
A. General......................................................... 25
B. Qualified Contracts Purchased by Certain Tax-Exempt Employers... 26
C. Individual Retirement Annuities................................. 27
D. Simplified Employee Pension Plans............................... 28
E. Other Qualified Contracts....................................... 28
F. Federal Income Tax Withholding.................................. 29
Voting Rights............................................................ 29
The Statement of Additional Information.................................. 31
Table of Contents of The Statement of Additional Information............. 31