AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT A, 485BPOS, 1997-04-18

AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT A
485BPOS, 1997-04-18

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Registration Nos. 33-44745
811-1491

As filed with the Commission on April 18, 1997

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

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. 6 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 22 [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-A 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, 1997 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
|_| 75 days after filing pursuant to paragraph (a)(2)
|_| on (date) pursuant to paragraph (a)(3) 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 28, 1997 for its most recent
fiscal year ended December 31, 1996.

<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

<TABLE>
PART A

<CAPTION>
Form N-4
ITEM NO. PROSPECTUS CAPTION

<S> <C>
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
</TABLE>

<PAGE>

<TABLE>
PART B

<CAPTION>
Caption in
Form N-4 Statement of
ITEM NO. ADDITIONAL INFORMATION

<S> <C>
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
</TABLE>

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
("AGL"), 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 AGL 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, 1997, has been filed with the Securities and
Exchange Commission ("SEC"). Investors can obtain a free copy of the Statement
of Additional Information by contacting AGL 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 AGL) 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, 1997

<PAGE>

<TABLE>
TABLE OF CONTENTS

<CAPTION>
Page
Number
--------
<S> <C>
Definitions............................................................. 3
Fee Table............................................................... 4
Prospectus Summary...................................................... 6
A. The Contract................................................... 6
B. AGL............................................................ 7
C. Separate Account A............................................. 7
D. Sales Charges and Other Deductions............................. 7
E. Free Look...................................................... 7
Selected Accumulation Unit Data......................................... 8
AGL, Separate Account A and Portfolio Company........................... 9
A. AGL 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.................................... 14
C. Withdrawal Charge.............................................. 15
D. Maintenance Charge............................................. 15
E. Deduction for Mortality and Expense Risks...................... 15
F. Contract Expense Guarantee..................................... 16
G. 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.. 25
C. Individual Retirement Annuities................................ 26
D. Simplified Employee Pension Plans.............................. 27
E. Simple Retirement Accounts..................................... 27
F. Other Qualified Plans.......................................... 27
G. Private Employer Unfunded Deferred Compensation Plans.......... 28
H. Excess Distributions - 15% Tax................................. 28
I. Federal Income Tax Withholding and Reporting................... 29
Voting Rights........................................................... 29
The Statement of Additional Information................................. 30
Table of Contents of The Statement of Additional Information............ 30

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.

</TABLE>
<TABLE>
CONTRACT OWNER TRANSACTION EXPENSES(1)
<S> <C>
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>

<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) (.0867)% (.2467)% (.2467)% (.2467)% (.2367)% (.0267)%
-------- -------- -------- -------- -------- --------

Total Division
Annual
Expenses
After Expense
Reimbursement .9150% .7550% .7550% .7550% .7650% .9750%
-------- -------- -------- -------- -------- --------

(Footnotes are on the next page.)

<PAGE>

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% .280%

Other Expenses .060% .070% .070% .070% .060% .070%

Total Fund
Annual Expenses(5) .410% .570% .570% .570% .560% .350%

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. AGL 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 AGL'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
------ ------- ------- --------

<S> <C> <C> <C> <C>
MidCap Index Division $88 $ 117 $ 148 $ 223

Timed Opportunity Division $88 $ 117 $ 148 $ 223

Money Market Division $88 $ 117 $ 148 $ 223

Capital Conservation Division $88 $ 117 $ 148 $ 223

Government Securities Division $88 $ 117 $ 148 $ 223

Stock Index Division $88 $ 117 $ 148 $ 223
</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 $ 204

Timed Opportunity Division $63 $ 90 $ 120 $ 204

Money Market Division $63 $ 90 $ 120 $ 204

Capital Conservation Division $63 $ 90 $ 120 $ 204

Government Securities Division $63 $ 90 $ 120 $ 204

Stock Index Division $63 $ 90 $ 120 $ 204
</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,AGL
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. AGL

AGL, 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 ("AGC"). AGL is the successor to Cal-Western,
a California corporation organized in 1910. AGL'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 AGL'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 AGL 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 AGL.

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 AGL within ten days of delivery, or such longer period as may be required
by state law. AGL 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 CAPITAL MONEY GOVERNMENT STOCK
INDEX OPPORTUNITY CONSERVATION MARKET SECURITIES INDEX
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION(1)
-------- ----------- ------------- -------- ---------- --------
<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 Unit
Values
December 31, 1996 $1.933369 $1.819376 $1.096382 $1.339458 $1.377319 $16.419594

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

Accumulation Units
Outstanding
December 31, 1996 1,055.932 40,744.069 7,757.918 80,561.157 2,370.225 2,411,116.122

(Footnotes are on the next page)
- ---------------------

(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>

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

AGL, SEPARATE ACCOUNT A AND PORTFOLIO COMPANY

A. AGL AND SEPARATE ACCOUNT A

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

AGL 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. The Merger resulted in a single insurer having
the combined capital and resources of all three of the constituent companies.

As a result of the Merger and Redomestication, Separate Account A became part
of AGL. However, Separate Account A has remained intact and its assets are
legally separated from any other business of AGL. 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,AGL, 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.

<PAGE>

The financial statements of AGL included in the Statement of Additional
Information should be considered only as bearing upon the ability of AGL to
meet its obligations under the Contracts. Neither the assets of AGC nor those
of any other affiliated company supports AGL's obligations under the
Contracts. As of December 31, 1996, AGL, on a consolidated basis, had total
assets of $38,064,409,000 and total shareholder's equity of $2,628,961,000.

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.

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 AGL may conduct but will be held
exclusively to meet AGL'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 AGL. Nevertheless,
obligations arising under the Contracts are obligations of AGL.

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 AGL. AGL 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.

<PAGE>

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, 1996, Portfolio Company had $5,246,046,984 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 AGL's Annuity Administration Department. Shares of Portfolio Company are
currently sold to Separate Account A,AGL's Separate Account B,AGL'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 certain funds of the 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.

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."

<PAGE>

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.

AGL 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 AGL'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.

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.

<PAGE>

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 AGL and its principal business address is the
same as that of AGL. AGL 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, AGL 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.

<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 % % %
------------------- --- --- ---

<S> <C> <C> <C>
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>

<PAGE>

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 AGL for part of its expenses
related to distributing the Contracts. AGL believes, however, that the amount
of such expenses will exceed the amount of revenue generated by the sales
expenses. AGL 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 AGL or AGSI. To be eligible AGL
or AGSI employees and sales representatives must spend one-half of their
working time (1) rendering investment advice to AGL accounts, (2) offering for
sale Contracts funded through Separate Account A or other AGL 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 AGL.

When permitted by AGL, 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 AGL, without charges for
administrative and sales expenses. Certain fixed Annuity Contracts issued by
AGL 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 AGL'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, AGL,
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, AGL reserves the right to reduce the number of Accumulation or
Annuity Units by the amount due.

<PAGE>

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 AGL'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
AGL for the costs of maintaining the Contract and it is not expected to exceed
such maintenance costs.

E. DEDUCTION FOR MORTALITY AND EXPENSE RISKS

AGL 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 AGL'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 AGL, AGL will provide funds from its
general funds to make Annuity payments. Conversely, if longevity among
Annuitants is lower than AGL determined, AGL will realize a gain.

AGL 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, AGL will pay the amount of any
shortfall from its general funds. Any amounts paid by AGL may consist of,
among other things, proceeds derived from mortality and expense risk charges.
(See "Deduction for Sales and Administrative Expenses".)

<PAGE>

For assuming the expense risk, AGL 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 AGL) 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, AGL 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. AGL, 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 investment
company" under applicable provisions of the Code. As an administrative
convenience to AGL, the Contract Expense Guarantee, described above, also
applies to Contracts issued after the Reorganization. AGL, 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 AGL's federal
income taxes, or provisions for such taxes, that may be attributable to
Separate Account A. AGL 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, AGL 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, AGL 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".)

<PAGE>

THE CONTRACT

A. GENERAL DESCRIPTION

The Contract provides for deferred Annuities issued by AGL upon acceptance of
an application. If an application is accompanied by an initial purchase
payment, the application will be tendered to AGL, 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 AGL, AGL 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 AGL 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 AGL signifies acceptance by written
endorsement on the application. Payments received subsequently will not be
applied under the Contract until they are received at AGL'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 AGL sales representative or to the AGL
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, AGL 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 AGL 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 AGL. 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.

<PAGE>

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

The provisions of the Contracts may be changed, modified, or waived only by
certain officers of the Company acting on its behalf, and then only in
writing. In addition, the Company reserves the right, subject to compliance
with applicable law, including approval of Contract Owners if required, (1) to
add, change, or remove Divisions of the Separate Account, (2) to combine any
two or more Divisions, (3) to transfer assets from any one of the Divisions to
another Division, (4) to make additions to, deletions from, or substitutions
of other open-end management investment company 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, AGL 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.

<PAGE>

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.

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 AGL's general account, which supports AGL's insurance and
fixed annuity obligations.

Purchase payments under a Contract are applied when they are received at AGL'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, AGL 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 AGL's Annuity Administration Department.
If the entire value of the Variable Account is withdrawn and no payments are
made for two years following Withdrawal, AGL 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 AGL 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 AGL 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, AGL 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.

<PAGE>

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 AGL 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.

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 AGL 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.

<PAGE>

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 AGL 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.

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 AGL 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.

<PAGE>

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
AGL 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 AGL 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 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, AGL may
increase the net investment rate above the guaranteed rate.

Under all of the Settlement Options, AGL 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, AGL 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.)

<PAGE>

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, AGL can change the frequency of payments to intervals
which result in payments of at least $20.

D. DEATH BENEFITS

1. Death Benefits Prior to the Annuity Commencement Date

If the Participant dies prior to the Annuity Commencement Date, AGL 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 AGL 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, AGL 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.

<PAGE>

3. Proof of Death

AGL 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 AGL.

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

FEDERAL INCOME TAX MATTERS

A. GENERAL

It is not possible to comment on all of the federal income tax consequences
associated with the Contracts. Federal income tax law is complex and its
application to a particular person may vary according to facts peculiar to
such person. Consequently, this discussion is not intended as tax advice, and
you should consult with a competent tax adviser before purchasing 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 Treasury Department and judicial decisions.

The discussion does not address state or local tax or estate and gift tax
consequences associated with the Contracts.

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.

<PAGE>

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."

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 ("IRAS")

PURCHASE PAYMENTS. Individuals who are not active participants in a
tax-qualified retirement plan may, in any year, deduct from their taxable
income purchase payments for an IRA equal to the lesser of $2,000 or 100% of
the individual's earned income. In the case of married individuals filing a
joint return, the deduction will, in general, be the lesser of $4,000 or 100%
of the combined earned income of both spouses, reduced by any deduction for
any IRA purchase payment allowed to the spouse. Single persons who participate
in a tax-qualified retirement plan and who have adjusted gross income not in
excess of $25,000 may fully deduct their IRA purchase payments. Those who have
adjusted gross income in excess of $35,000 will not be able to deduct purchase
payments, and for those with adjusted gross income between $25,000 and $35,000
the deduction is phased out based on the amount of income. Similarly, the
otherwise deductible portion of an IRA purchase payment will be phased out, in
the case of married individuals filing joint tax returns, with adjusted gross
income between $40,000 and $50,000, and in the case of married individuals
filing separately, with adjusted gross income between $0 and $10,000.
Individuals who are precluded from deducting all or a portion of their
purchase payments because of participation in a tax-qualified retirement plan
may still make non-deductible contributions on which earnings will be tax
deferred. The total of deductible and non-deductible contributions may not
exceed the lesser of $2,000 or 100% of earned income, or, in the case of
married individuals filing a joint return, the lesser of $4,000 or 100% of the
combined earned income of both spouses.

DISTRIBUTIONS FROM AN IRA. Amounts received under an IRA as annuity payments,
upon partial withdrawal 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, a pro rata portion of such distributions may
not be included in income. A 10% penalty tax is imposed on the amount
includible in gross income from distributions that occur before the Annuitant
attains 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 the 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 Annuitant. These
rules are similar to those governing distributions on the death of an Owner
(or other payee during the Annuity Period) under a Non-Qualified Contract. See
"Death Proceeds." Failure to comply with the minimum distribution rules will
result in the imposition of a penalty tax of 50% of the amount by which the
minimum distribution required exceeds the actual distribution.

<PAGE>

TAX FREE ROLLOVERS. Amounts may be transferred in a tax-free rollover from a
tax-qualified plan to an IRA (and from one IRA to another IRA) if certain
conditions are met. All taxable distributions ("eligible rollover
distributions") from tax qualified plans are eligible to be rolled over with
the 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 IRAs
discussed above. Employer contributions to an employee's SEP are deductible by
the employer and are not currently includible in the taxable income of the
employee. However, total employer contributions are limited to 15% of an
employee's compensation or $30,000, whichever is less.

E. SIMPLE RETIREMENT ACCOUNTs

Employees and employers may establish an IRA plan known as a simple retirement
account ("SRA"), if certain requirements are met. Under an SRA, the employer
contributes elective employee compensation deferrals up to a maximum of $6,000
a year. The employer must, in general, make a fully vested matching
contribution for employee deferrals up to 3% of compensation.

F. OTHER QUALIFIED PLANS

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. Such
purchase payments are also excluded from the current income of the employee.

DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE. To the extent that
purchase payments are includible in an employee's taxable income, they (less
any amounts previously received that were not includible in the employee's
taxable income) represent his or her "investment in the Contract." Amounts
received prior to the Annuity Commencement Date under a Contract in connection
with a section 401 or 403(a) plan are generally allocated on a pro-rata basis
between the employee's investment in the Contract and other amounts. 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 five years. 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 amounts received, less
the employee's investment in the Contract, to another tax-qualified plan or to
an individual retirement account or an IRA 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>

A 10% penalty tax is imposed on the amount includible in gross income from
distributions that occur before the employee's attaining 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 the
Beneficiary, (2) made after the employee's separation from service on account
of early retirement after age 55, or (3) made to an alternate payee pursuant
to a qualified domestic relations order.

ANNUITY PAYMENTS. A portion of annuity payments received under Contracts in
connection with section 401 and 403(a) plans after the Annuity Commencement
Date may be excludible from the employee's income, in the manner discussed
above, in connection with Variable Annuity Payments under "Non-Qualified
Contracts - Taxation of Annuity Payments", except that the number of expected
payments is determined under a provision in the Code. Distributions of minimum
amounts specified by the Code generally must commence by April 1 of the
calendar year following the calendar year in which the employee attains age 70
1/2 or retires, if later. Failure to comply with the minimum distribution
rules will result in the imposition of a penalty tax of 50% of the amount by
which the minimum distribution required exceeds the actual distribution.

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

G. PRIVATE EMPLOYER UNFUNDED DEFERRED COMPENSATION PLANS

PURCHASE PAYMENTS. Private taxable employers may establish unfunded,
Non-Qualified deferred compensation plans for a select group of management or
highly compensated employees and/or for independent contractors. These types
of programs allow individuals to defer receipt of up to 100% of compensation
that would otherwise be includible in income and therefore to defer the
payment of federal income taxes on such amounts, as well as earnings thereon.
Purchase payments made by the employer, however, are not immediately
deductible by the employer, and the employer is currently taxed on any
increase in Account Value.

Deferred compensation plans represent a contractual promise on the part of the
employer to pay current compensation at some future time. The Contract is
owned by the employer and is subject to the claims of the employer's
creditors. The individual has no right or interest in the Contract and is
entitled only to payment from the employer's general assets in accordance with
plan provisions.

TAXATION OF DISTRIBUTIONS. Amounts received by an individual from a private
employer deferred compensation plan are includible in gross income for the
taxable year in which such amounts are paid or otherwise made available.

H. EXCESS DISTRIBUTIONS - 15% TAX

Certain persons, particularly those who participate in more than one
tax-qualified retirement plan, may be subject to an additional tax of 15% on
certain excess aggregate distributions from those plans. In general, excess
distributions are taxable distributions for all tax qualified plans in excess
of a specified annual limit for payments made in the form of an annuity
(currently $160,000) or five times the annual limit for lump-sum
distributions. The additional tax on excess distributions does not apply to
distributions in 1997, 1998, and 1999.

<PAGE>

I. FEDERAL INCOME TAX WITHHOLDING AND REPORTING

Amounts distributed from a Contract, to the extent includible in taxable
income, are subject to federal income tax withholding. The payee may, however,
elect to have no income tax withheld by submitting a withholding exemption
certificate to us.

In some cases, if you own more than one Qualified annuity contract, such
contracts may be aggregated for purposes of determining whether the federal
tax law requirement for minimum distributions after age 70 1/2, or retirement,
in appropriate circumstances, has been satisfied. If, undeR this aggregation
procedure, you are relying on distributions pursuant to another annuity
contract to satisfy the minimum distribution requirement under a Qualified
Contract issued by us, you must sign a waiver releasing us from any liability
to you for not calculating and reporting the amount of taxes and penalties
payable for failure to make required minimum distributions under the Contract.

VOTING RIGHTS

Participants prior to the Annuity Commencement Date, and Annuitants or other
payees during the Annuity Period, may instruct AGL 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. AGL 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 AGL for or against any proposition, or AGL will
abstain, in the same proportion as shares in that Division for which
instructions are received. AGL 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 AGL 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.

<PAGE>

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, AGL 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
AGL has filed with the SEC.

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

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 AGL
Separate Account A Variable Retirement Annuity Contracts at the following
address:

Name: __________________________________
Mailing Address:________________________
________________________________________
Contract No.:___________________________
Signature:______________________________

<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 ("AGL"), 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 AGL 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, 1997, has been filed with the Securities and
Exchange Commission ("SEC"). Investors can obtain a free copy of the Statement
of Additional Information by contacting AGL 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 AGL) 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 PROSPEC TUS DOES NOT
CONSTITUTE AN OFFER IN ANY JURISDICTION TO ANY PERSON TO WHOM SUCH OFFER WOULD
BE UNLAWFUL THEREIN.

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, 1997

<PAGE>

<TABLE>
TABLE OF CONTENTS

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Number
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Definitions............................................................. 3
Fee Table............................................................... 4
Prospectus Summary...................................................... 5
A. The Contracts.................................................... 5
B. AGL.............................................................. 6
C. Separate Account A............................................... 6
D. Sales Charges and Other Deductions............................... 6
E. Free Look........................................................ 6
Selected Accumulation Unit Data......................................... 7
AGL, Separate Account A and Portfolio Company........................... 8
A. AGL and Separate Account A....................................... 8
B. Portfolio Company................................................ 10
Deductions and Charges.................................................. 12
A. Deduction for Sales and Administrative Expenses.................. 12
B. Deduction for Premium Taxes...................................... 13
C. Deduction for Mortality and Expense Risks........................ 13
D. Contract Expense Guarantee....................................... 14
E. Other Charges.................................................... 14
The Contract............................................................ 15
A. General Description.............................................. 15
B. The Accumulation Period.......................................... 16
C. The Annuity Period............................................... 18
D. Death Benefits................................................... 22
Federal Income Tax Matters.............................................. 22
A. General.......................................................... 22
B. Qualified Contracts Purchased by Certain Tax-Exempt Employers.... 23
C. Individual Retirement Annuities.................................. 24
D. Simplified Employee Pension Plans................................ 25
E. Simple Retirement Accounts....................................... 25
F. Other Qualified Plans ........................................... 25
G. Private Employer Unfunded Deferred Compensation Plans............ 26
H. Excess Distributions - 15% Tax................................... 26
I. Federal Income Tax Withholding and Reporting..................... 26
Voting Rights........................................................... 27
The Statement of Additional Information................................. 28
Table of Contents of The Statement of Additional Information............ 28
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