AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT A, 485BPOS, 1999-04-07

AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT A
485BPOS, 1999-04-07

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<PAGE>

Registration Nos. 33-44745
811-1491

As filed with the Commission on April 7, 1999
______________________________________

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. 8 X
---- ---

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 24 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) 831-8471
(Depositor's Telephone Number, including Area Code)

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

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 April 30, 1999 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.

Title of Securities Being Registered:
Units of interest in American General Life Insurance Company
Separate Account A under variable annuity contracts
<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 contracts (the "Contracts") described
by this Prospectus are offered by American General Life Insurance Company
("AGL"), the successor to California-Western States Life Insurance Company
("Cal-Western").

You may use AGL's Separate Account A ("Separate Account") for a variable
investment return under the Contracts based on one or more of the following
mutual fund series of American General Series Portfolio Company "Portfolio
Company"):

. American General Series Portfolio Company
. MidCap Index Fund
. Asset Allocation Fund
. Money Market Fund
. Capital Conservation Fund
. Government Securities Fund
. Stock Index Fund

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

For additional information about the Contracts, you may request a copy of the
Statement of Additional Information (the "Statement"), dated April 30, 1999. We
have filed the Statement with the Securities and Exchange Commission ("SEC") and
have incorporated it by reference into this Prospectus. The "Table of Contents"
of the Statement appears at page 44 of this Prospectus. You may obtain a free
copy of the Statement if you write or call AGL's Annuity Administration
Department, in our Home Office, which is located at 2727-A Allen Parkway,
Houston, Texas 77019-2191. The telephone number is 1-800-247-6584. You may
also obtain the Statement through the SEC's Web site at http://www.sec.gov.

You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with
information that is different.

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

THIS PROSPECTUS IS VALID ONLY IF YOU ALSO RECEIVE THE CURRENT AMERICAN GENERAL
SERIES PORTFOLIO COMPANY PROSPECTUS.

THIS PROSPECTUS IS DATED APRIL 30, 1999
<PAGE>

TABLE OF CONTENTS

Definitions.......................................................... 4

Fee Table............................................................ 6
Contract Owner Transaction Expenses............................. 6
Division Annual Expenses After Expense Reimbursements........... 7

Synopsis of Contract Provisions...................................... 8
General Description............................................. 9
Sales Charges and Other Deductions.............................. 9
Periodic Payments............................................... 9
Purchase Payment Accumulation................................... 10
Fixed and Variable Annuity Payments............................. 10
Changes in Allocations Among Divisions and Fixed Accumulation... 11
Surrenders, Withdrawals and Cancellations....................... 11
Death Proceeds.................................................. 11
Limitations Imposed by Retirement Plans and Employers........... 11
Communications to Us............................................ 12

Selected Accumulation Unit Data (Unaudited).......................... 13

Financial Information................................................ 16

AGL.................................................................. 16

Separate Account A................................................... 17

Portfolio Company.................................................... 17

Voting Privileges.................................................... 19

Contract Issuance and Purchase Payments.............................. 20
General Description............................................. 20
Payments........................................................ 20

Variable Account Value............................................... 21

Transfer and Surrender of Contract Owner Variable Account Value...... 22
Transfers....................................................... 22
Surrenders...................................................... 22

Annuity Period and Annuity Payment Options........................... 23
Annuity Commencement Date....................................... 23
Annuity Payment Options......................................... 23
Annuity Payments................................................ 26

2
<PAGE>

Death Proceeds....................................................... 26
Death Proceeds Before the Annuity Commencement Date............. 26
Death Proceeds After the Annuity Commencement Date.............. 27
Proof of Death.................................................. 27

Charges Under the Contract........................................... 28
Sales and Administrative Expenses............................... 28
Premium Taxes................................................... 29
Surrender Charge................................................ 30
Maintenance Charge.............................................. 30
Charge to the Separate Account.................................. 31
Contract Expense Guarantee...................................... 31
Other Charges................................................... 32

Other Aspects of the Contracts....................................... 32
Contract Owners, Participants, Annuitants, and Beneficiaries;
Assignments................................................... 32
Reports......................................................... 33
Rights Reserved by Us........................................... 33
Payment and Deferment........................................... 34

Federal Income Tax Matters........................................... 34
General......................................................... 34
Non-Qualified Contracts......................................... 35
Individual Retirement Annuities ("IRAs")........................ 36
Roth IRAs....................................................... 38
Simplified Employee Pension Plans............................... 39
Simple Retirement Accounts...................................... 39
Other Qualified Plans........................................... 39
Private Employer Unfunded Deferred Compensation Plans........... 41
Federal Income Tax Withholding and Reporting.................... 41
Taxes Payable by AGL and the Separate Account................... 41

Distribution Arrangements............................................. 42

Services Agreement.................................................... 42

Legal Matters......................................................... 42

Year 2000 Considerations.............................................. 42

Other Information on File............................................. 44

Contents of Statement of Additional Information....................... 44

3
<PAGE>

DEFINITIONS

WE, OUR AND US -- American General Life Insurance Company ("AGL")

YOU AND YOUR -- a reader of this Prospectus who is contemplating making purchase
payments or taking any other action in connection with a Contract. This is
generally the Contract Owner.

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

ACCUMULATION UNIT -- a measuring unit used in calculating your interest in a
Division of Separate Account A before the Annuity Commencement Date.

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

ANNUITANT -- the person named as annuitant in the application for a Contract and
on whose life annuity payments may be based.

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

ANNUITY ADMINISTRATION DEPARTMENT -- our annuity service center in our Home
Office to which you should direct all purchase payments, requests, instructions
and other communications. Our Annuity Administration Department is located at
2727-A Allen Parkway, Houston, Texas 77019-2191. The mailing address is P.O.
Box 1401, Houston, Texas 77251-1401.

ANNUITY COMMENCEMENT DATE -- the date on which we begin making payments under an
Annuity Payment Option.

ANNUITY PAYMENT OPTION -- one of the ways in which you can request us to make
annuity payments to you. An Annuity Payment Option will control the amount of
each payment, how often we make payments, and for how long we make payments.

ANNUITY PERIOD -- the period of time during which we make annuity payments
under an Annuity Payment Option.

ANNUITY UNIT -- a measuring unit used to calculate the amount of Annuity
payments.

BENEFICIARY -- the person who will receive any proceeds due under a Contract
following the death of a Contract Owner or the Annuitant.

CODE -- the Internal Revenue Code of 1986, as amended.

CONTINGENT BENEFICIARY -- a person you designate to receive any proceeds due
under a Contract following the death of a Contract Owner or an Annuitant, if
the Beneficiary has died but the Contingent Beneficiary is alive when the
proceeds become payable.

CONTRACT -- an individual annuity Contract offered by this Prospectus.

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<PAGE>

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

DIVISION -- one of the several different investment options into which Separate
Account A is divided. Each Division invests in shares of a Fund.

FIXED ANNUITY PAYMENTS -- annuity payments that are fixed in amount and do not
vary with the investment experience of any Division of Separate Account A.

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

HOME OFFICE -- our office at the following address and phone number: American
General Life Insurance Company, Annuity Administration Department, 2727-A Allen
Parkway, Houston, Texas 77019-2191; Mailing address -- P.O. Box 1401, Houston,
Texas 77251-1401; 1-800-247-6584 or 713-831-3505.

INVESTMENT COMPANY ACT OF 1940 ("1940 ACT") -- a federal law governing the
operations of investment companies such as the Funds and the Separate Account.

NON-QUALIFIED -- not eligible for the kind of federal income tax treatment that
occurs with retirement plans allowed by Sections 401, 403, 408 or 408A 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.

QUALIFIED -- eligible for the kind of federal income tax treatment that occurs
with retirement plans allowed by Sections 401, 403, 408 or 408A of the Code.

SEPARATE ACCOUNT A -- the segregated asset account of AGL named Separate Account
A which receives and invests purchase payments under the Contracts.

SURRENDER CHARGE -- a charge for sales expenses that we may assess when you
surrender a Contract or receive payment of certain other amounts from a
Contract.

VALUATION DATE -- a day when we are open for business. However, a day is not a
Valuation Date, if the Fund in which a Division invests does not calculate the
value of its shares on that day.

VALUATION PERIOD -- the period that starts at the close of regular trading on
the New York Stock Exchange on a Valuation Date and ends at the close of regular
trading on the New York Stock Exchange on the next Valuation Date.

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

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<PAGE>

VARIABLE ACCOUNT VALUE -- the sum of your account values in the Separate Account
Division. Your account value in a Separate Account Division equals the value of
a Division's Accumulation Unit multiplied by the number of Accumulation Units
you have in that Division.

VARIABLE ANNUITY PAYMENTS -- annuity payments that vary in amount based on the
investment earnings and losses of one or more of the Divisions.

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

FEE TABLE

The purpose of this Fee Table and the examples is to assist you in understanding
the various costs and expenses that you 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 the examples assume the
highest deductions possible under a Contract or participation. We may also
deduct amounts for state premium taxes or similar assessments, where applicable.

CONTRACT OWNER TRANSACTION EXPENSES

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)/1/... $0.75

(Footnote on next page)

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<PAGE>

DIVISION ANNUAL EXPENSES AFTER EXPENSE REIMBURSEMENTS
(AS A PERCENTAGE OF ANNUAL VALUE OF A DIVISION)

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/3/ (.0367)% (.2167)% (.2167)% (.2167)% (.2167)% 0%

Total Division
Annual Expenses
After Expense
Reimbursement .9650 % .7850 % .7850 % .7850 % .7850 % 1.0017%

FUND ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

MIDCAP ASSET MONEY CAPITAL GOVERNMENT STOCK
INDEX ALLOCATION MARKET CONSERVATION SECURITIES INDEX
Fund FUND FUND FUND FUND FUND
--------- ----------- --------- ------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Management Fees .32% .50% .50% .50% .50% .27%

Other Expenses .04% .04% .04% .04% .04% .04%

Total Fund
Annual Expenses/4/ .36% .54% .54% .54% .54% .31%

Combined Total Annual
Expenses (Separate
Account A plus
applicable Fund) 1.3250% 1.3250% 1.3250% 1.3250% 1.3250% 1.3117%

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

/1/ The Maintenance Charge is assessed for each month after we receive the first
purchase payment and before the Annuity Commencement Date. (See "Maintenance
Charge.")

/2/ 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.

/3/ Contracts funded through Separate Account A are subject to a Contract
Expense Guarantee. (See "Contract Expense Guarantee.")

/4/ Expenses are restated to reflect current charges.
</TABLE>

7
<PAGE>

Example 1 -- Assuming a Participant makes a 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.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

MidCap Index Division $88 $117 $148 $222

Asset Allocation Division $88 $117 $148 $222

Money Market Division $88 $117 $148 $222

Capital Conservation Division $88 $117 $148 $222

Government Securities Division $88 $117 $148 $222

Stock Index Division $88 $116 $147 $221

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.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

MidCap Index Division $63 $90 $120 $204

Asset Allocation 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 $119 $202

THE EXAMPLES ARE NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The assumed 5% annual rate of
return is not an estimate or a guarantee of future investment performance.

SYNOPSIS OF CONTRACT PROVISIONS

You should read this summary together with the other information in this
Prospectus.

The purpose of the Contract is to provide retirement benefits through

. the investment of Periodic Payments, and

. the application of Accumulated Values to provide Fixed or Variable Annuity
Payments.

8
<PAGE>

GENERAL DESCRIPTION

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, and

. 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.")

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 before 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, you should be aware that certain withdrawal amounts
may be subject to a 10% penalty tax under the Code. (See "Federal Income Tax
Matters.")

PERIODIC PAYMENTS

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<PAGE>

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.

PURCHASE PAYMENT ACCUMULATION

Purchase payments will accumulate on a variable basis until the Annuity
Commencement Date. Some Contracts also permit accumulation on a fixed basis.

For variable accumulation, you may allocate part or all of your Variable Account
to one of the six available Divisions of Separate Account A. Each Division
invests solely in shares of one of six Funds of Portfolio Company. (See
"Portfolio Company.") The value of accumulated purchase payments allocated to a
Division increases or decreases, as the value of the investments in a Fund's
shares increases or decreases, subject to reduction by charges and deductions.
(See "Variable Account Value.") AGL places purchase payments allocated to the
fixed accumulation option in its general account.

FIXED AND VARIABLE ANNUITY PAYMENTS

You may elect to receive Fixed or Variable Annuity Payments. Fixed Annuity
Payments are periodic payments from AGL in a fixed amount guaranteed by AGL.
The amount of the payments will depend on the Annuity payment Option chosen, the
age and, in some cases, the gender of the Annuitant, and the total amount of
Account Value applied to the fixed Annuity Payment Option.

Variable Annuity Payments are similar to Fixed Annuity Payments, except that the
amount of each periodic payment from AGL will vary reflecting the net investment
return of the Division or Divisions you selected under your Variable Annuity
Payment Option. The payment for a given month will exceed the previous month's
payment, if the net investment return for a given month exceeds the assumed
interest rate used in the Contract's annuity tables. The monthly payment will
be less than the previous payment, if the net investment return for a month is
less than the assumed interest rate. The assumed interest rate used in the
Contract's annuity tables is 3.5%. (See "Annuity Period and Annuity Payment
Options.") The Contracts provide a life Annuity with 120 monthly payments
guaranteed ("Basic Annuity") starting on a selected Annuity Commencement date.
In place of the Basic Annuity, various settlement options are available. (See
"Annuity Period and Payment Options.")

10
<PAGE>

CHANGES IN ALLOCATIONS AMONG DIVISIONS AND FIXED ACCUMULATION

Before the Annuity Commencement Date, you may change your allocation of future
purchase payments to another Division or a fixed accumulation option, without
charge.

In addition, you may once every 90 days reallocate your Accumulated Value to
another Division before the Annuity Commencement Date.

SURRENDERS, WITHDRAWALS AND CANCELLATIONS

You may make a total surrender of or partial withdrawal from your Contract at
any time before the Annuity Commencement Date by written request to us. A
surrender or partial withdrawal may require you to pay a Surrender Charge, and
some surrenders and partial withdrawals may require you to pay tax penalties.
(See "Surrenders.")

You may cancel your Contract by delivering it or mailing it with a written
cancellation request to our Home Office or to your sales representative, before
the close of business on the 10th day after you receive the Contract. In some
states, the Contract provides for a 20 or 30-day period. If you send the items
by mail, properly addressed and postage prepaid, we will consider them received
at our Home Office on the date we actually receive them.

We will refund to you, in most states, the sum of:

. your Account Value, and

. any premium taxes that have been deducted.

Some states require us to refund the sum of your purchase payments if it is
larger than the amount just described. Other states allow us to refund only the
sum of your purchase payments.

DEATH PROCEEDS

If the Annuitant or Contract Owner dies before the Annuity Commencement Date, we
will pay a benefit to the Beneficiary. (See "Death Proceeds Before the Annuity
Commencement Date.")

LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS

An employer or trustee who is the Contract Owner under a retirement plan may
limit certain rights you would otherwise have under a Contract. These
limitations may restrict total and partial withdrawals, the amount or timing of
purchase payments, the start of annuity payments, and the type of annuity
options that you may select. You should familiarize yourself with the
provisions of any retirement plan in which a Contract is used. We are not
responsible for monitoring or assuring compliance with the provisions of any
retirement plan.

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<PAGE>

COMMUNICATIONS TO US

You should include, in communications to us, your Contract number, your name,
and, if different, the Annuitant's name. You may direct communications to the
addresses and phone numbers on the first page of this Prospectus.

Unless the Prospectus states differently, we will consider purchase payments or
other communications to be received at our Home Office on the date we actually
receive them, if they are in proper form. However, we will consider purchase
payments to be received on the next Valuation Date if we receive them (1) after
the close of regular trading on The New York Stock Exchange or (2) on a date
that is not a Valuation Date.

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SELECTED ACCUMULATION UNIT DATA (UNAUDITED)

The following tables show the Accumulation Unit Values and the Accumulation
Units Outstanding for the Divisions of Separate Account A which, since the date
of the Reorganization (as described below on page 17) on April 28, 1989, have
either received transfers or had purchase payments allocated to them:

A. Accumulation Unit Values
<TABLE>
<CAPTION>
MIDCAP ASSET CAPITAL MONEY GOVERNMENT STOCK
INDEX ALLOCATION CONSERVATION MARKET SECURITIES INDEX
DIVISION DIVISION/1/ DIVISION DIVISION DIVISION DIVISION/2/
----------- ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>

Accumulation Unit
Values (Beginning
of Period) $1.0000000/3/ $1.0000000/4/ N/A $1.0000000/5/ $1.0000000/6/ $6.9470360/7/

Accumulation Unit
Values
December 31, 1989 $1.0134730 $1.0812680 $ .9998910/8/ $1.0296560 $1.0559270/9/ $7.7152130

Accumulation Unit
Values
December 31, 1990 $0.9126050 $1.0505840 $ .9733880/10/ $1.1056810 $1.0965370 $7.3784390

Accumulation Unit
Values
December 31, 1991 $1.1056860 $1.2698210 N/A $1.1593620 $1.1190530/11/ $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

(Footnotes are on page 15)

</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
MIDCAP ASSET CAPITAL MONEY GOVERNMENT STOCK
INDEX ALLOCATION CONSERVATION MARKET SECURITIES INDEX
DIVISION DIVISION/1/ DIVISION DIVISION DIVISION DIVISION/2/
----------- ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
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 Unit
Values
December 31, 1997 $ 2.513934 $ 2.213944 $ 1.180098 $ 1.355329 $ 1.480310 $21.636223

Accumulation Unit
Values
December 31, 1998 $ 2.952069 $ 2.600638 $ 1.185152 $ 1.011450 $ 1.591685 $27.507790

B. Accumulation Units Outstanding

MIDCAP ASSET CAPITAL MONEY GOVERNMENT STOCK
INDEX ALLOCATION CONSERVATION MARKET SECURITIES INDEX
DIVISION DIVISION/1/ DIVISION DIVISION DIVISION DIVISION/2/
----------- ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
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

(Footnotes are on page 15)

</TABLE>

14
<PAGE>

<TABLE>
<CAPTION>
MIDCAP ASSET CAPITAL MONEY GOVERNMENT STOCK
INDEX ALLOCATION CONSERVATION MARKET SECURITIES INDEX
DIVISION DIVISION/1/ DIVISION DIVISION DIVISION DIVISION/2/
----------- ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
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

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

Accumulation Units
Outstanding
December 31, 1997 9,327.907 41,787.393 9,964.962 None 2,361.798 2,259,376.335

Accumulation Units
Outstanding
December 31, 1998 10,460.901 40,499.767 None None 923.091 2,050,512.154

- --------------------------------
/1/ Effective October 1, 1997, the Timed Opportunity Fund was renamed the Asset Allocation Fund.

/2/ 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.

/3/ 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 before October 1, 1991 reflect investment
performance before these changes.

/4/ Accumulation Unit Value as of May 23, 1989 (the first date the Division received a transfer or had a purchase
payment allocated).

(Footnotes continued page 16)

</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
/5/ Accumulation Unit Value as of August 15, 1989 (the first date the Division received a transfer or had a purchase payment
allocated).

/6/ Accumulation Unit Value as of May 17, 1989 (the first date the Division received a transfer or had a purchase payment
allocated).

/7/ Accumulation Unit Value as of April 28, 1989 (at which date the Division had 4,953,797.742 Accumulation Units outstanding
following the reorganization).

/8/ Accumulation Unit Value as of July 5, 1990 (the first date the Division received a transfer or had a purchase payment
allocated).

/9/ Accumulation Unit Value as of October 23, 1989, the date on which all Accumulation Units were transferred from the Government
Securities Division.

/10/ Accumulation Unit Value as of December 26, 1990, the date on which all Accumulation Units were transferred from the Capital
Conservation Division.

/11/ Accumulation Unit Value as of July 8, 1991, the date on which all Accumulation Units were transferred from the Government
Securities Division.
</TABLE>

FINANCIAL INFORMATION

The financial statements of AGL appear in the Statement. Please see the first
page of this Prospectus for information on how to obtain a copy of the
Statement. You should consider the financial statements of AGL only as bearing
on the ability of AGL to meet its contractual obligations under the Contracts.
The financial statements do not bear on the investment performance of the
Separate Account. (See "Contents of Statement of Additional Information.")

The financial statements of Separate Account A also appear in the Statement.
They provide financial information about the Divisions which invest in the Funds
of the Trust. (See "Contents of Statement of Additional Information.")

AGL

AGL, the successor to Cal-Western, is a stock life insurance company organized
under the laws of the State of Texas, which is a successor in interest to a
company originally organized under the laws of the State of Delaware in 1917.
AGL is an indirect, wholly-owned subsidiary of American General Corporation, a
diversified financial services holding company engaged primarily in the
insurance business. The commitments under the Contracts are AGL's, and American
General Corporation has no legal obligation to back those commitments.

16
<PAGE>

Following the merger with Cal-Western, 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.

SEPARATE ACCOUNT A

Separate Account A was originally established in 1966 under California law. The
Separate Account has six Divisions. The Separate Account is registered with the
SEC as a unit investment trust under the 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. 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.

Each Division of the Separate Account is part of AGL's general business. The
assets of Separate Account A belong to AGL. Under Texas law and the terms of
the Contracts, the assets of Separate Account A will not be chargeable with
liabilities arising out of any other business AGL may conduct. These assets
will be held exclusively to meet AGL's obligations under variable annuity
contracts. Furthermore, AGL credits or charges the Separate Account with the
income, gains, and losses from the Separate Account's assets, whether or not
realized, without regard to other income, gains, or losses of AGL.

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, 1998, Portfolio Company had $9.3 billion 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
our Annuity Administration Department. Portfolio Company, as of October 1,
1998, consists of 13 Funds. Shares of Portfolio Company are currently sold to
Separate Account A, AGL's Separate Account B, AGL's Separate Account D, AGL's
Separate Account VL-R 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 American General Corporation may own shares of certain
funds.

We do not foresee any disadvantage to you arising out of these arrangements.
Nevertheless, differences in treatment under tax and other laws, as well as
other considerations, could cause the interests of various owners to conflict.

17
<PAGE>

For example, violation of the federal tax laws by one separate account investing
in Portfolio Company could cause the contracts funded through another separate
account to lose their tax deferred status. Such a result might require us to
take remedial action. A separate account may have to withdraw its participation
in Portfolio Company, if a material irreconcilable conflict arises between
separate accounts. In such event, Portfolio Company may have to liquidate
portfolio securities at a loss to pay for a separate account's redemption of
Portfolio Company shares. At the same time, Portfolio Company, the Fund's Board
of Directors and we will monitor events for any material irreconcilable
conflicts that may possibly arise and determine what action, if any, to take to
remedy or eliminate the conflict.

We automatically reinvest any dividends or capital gain distributions that we
receive on shares of the Funds held under Contracts. We reinvest at the Funds'
net asset value on the date payable. Dividends and distributions will reduce
the net asset value of each share of the corresponding Funds and increase the
number of shares outstanding of the Funds by an equivalent value. However, these
dividends and distributions do not change your Accumulated Value.

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.

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, as amended.
VALIC is also the depositor of VALIC's Separate Account A. For serving as
investment adviser, each Fund pays VALIC a monthly fee based on that Fund's
average monthly net asset value as set forth in Portfolio Company's prospectus
under "Investment Management."

Bankers Trust Company ("Bankers") serves as investment sub-adviser to the Stock
Index Fund, MidCap Index Fund, and Small Cap Index Fund (the Small Cap Index
Fund is 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.

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. You may obtain additional copies
of the current prospectus of Portfolio Company by

18
<PAGE>

contacting our Annuity Administration Department. You should read the prospectus
carefully before investing.

VOTING PRIVILEGES

The following people may give us voting instructions for Fund shares held in the
Separate Account Divisions attributable to their Contract:

. You, as the Contract Owner, before the Annuity Commencement Date, and

. The Annuitant or other payee, during the Annuity Period.

We will vote according to such instructions at meetings of shareholders of the
Fund.

We will determine who can give voting instructions and the number of votes for
which they may give directions as of the record date for a meeting. We will
calculate the number of votes in fractions. We will calculate the number of
votes for any Fund as follows:

. For each Contract Owner before the Annuity Commencement Date, we will
divide (1) the Contract Owner's Variable Account Value invested in the
corresponding Division by (2) the net asset value of one share of that
Fund.

. For each Annuitant or payee during the Annuity Period, we will divide (1)
our liability for future Variable Annuity Payments to the Annuitant or
payee by (2) the value of an Annuity Unit. We will calculate our
liability for future Variable Annuity Payments based on the mortality
assumptions and the assumed interest rate that we use in determining the
number of Annuity Units under a Contract and the value of an Annuity
Unit.

We will vote all shares of each Fund owned by the Separate Account as follows:

. Shares for which we receive instructions, in accordance with those
instructions, and

. Shares for which we receive no instructions, in the same proportion as
the shares for which we receive instructions.

Shares of each Fund may be owned by separate accounts of insurance companies
other than us. We understand that each Fund will see that all insurance
companies vote shares uniformly.

We believe that our voting instruction procedures comply with current federal
securities law requirements. However, we reserve the right to modify these
procedures to conform with legal requirements and interpretations that are put
in effect or modified from time to time.

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.

19
<PAGE>

Portfolio Company is not required to hold regular annual shareholder meetings to
elect members of the board of directors. 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 be solicited by
means of proxy materials.

CONTRACT ISSUANCE AND PURCHASE PAYMENTS

GENERAL DESCRIPTION

Your application to purchase a Contract must be on a written application that we
provide and that you sign. When a purchase payment accompanies an application
to purchase a Contract and you have properly completed the application, we will
either--

. process the application, credit the purchase payment, and issue the Contract,
or

. reject the application and return the purchase payment within two Valuation
Dates after receipt of the application at our Annuity Administration
Department.

If you have not completed the application or have not completed it correctly, we
will request additional documents or information within five Valuation Dates
after receipt of the application at our Annuity Administration Department.

If we have not received a correctly completed application within five Valuation
Dates after receipt of the purchase payment at our Annuity Administration
Department, we will return the purchase payment immediately. However, you may
specifically consent to our retaining the purchase payment until you complete
the application. In that case, we will credit the initial purchase payment as
of the end of the Valuation Period in which we receive, at our Annuity
Administration Department, the last information required to process the
application.

We will credit subsequent purchase payments as of the end of the Valuation
Period in which we receive them and any required written information at our
Annuity Administration Department.

We reserve the right to reject any application or purchase payment for any
reason.

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 ten days of receipt for a full refund.

PAYMENTS

You should make checks for subsequent purchase payments payable to American
General Life Insurance Company and forward them directly to our Annuity
Administration Department. We also accept purchase payments by wire or by
exchange from another insurance company. You may obtain further information
about how to make purchase payments by either of these methods from your sales
representative or from us at the addresses and telephone numbers on the first
page of this Prospectus.

20
<PAGE>

Your purchase payments are allocated to a Division of the Separate Account or
fixed accumulation option (if available) as of the date we credit the purchase
payments to your Contract.

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

VARIABLE ACCOUNT VALUE

Before the Annuity Commencement Date, we determine your Variable Account Value
under a Contract as discussed below.

As of any Valuation Date before the Annuity Commencement Date--

. Your Variable Account Value is your Accumulated Value in the Division of the
Separate Account in which you invest.

. Your Variable Account Value in a Division is the product of the number of your
Accumulation Units in that Division multiplied by the value of one such
Accumulation Unit as of that Valuation Date.

There is no guaranteed minimum Variable Account Value. To the extent that your
Contract value is allocated to the Separate Account, you bear the entire
investment risk.

We credit Accumulation Units in a Division to you when you allocate purchase
payments or transfer your Accumulated Value to that Division. Similarly, we
redeem Accumulation Units when you transfer or withdraw amounts from a Division
or when we pay certain charges under the Contract. We determine the value of
these Accumulation Units at the end of the Valuation Date on which we make the
credit or charge.

The value of an Accumulation Unit for a Division on any Valuation Date is equal
to the previous value of that Division's Accumulation Unit multiplied by that
Division's net investment factor for the Valuation Period ending on that
Valuation Date.

The net investment factor for a Division is determined by dividing (1) the net
asset value per share of the Fund shares held by the Division, determined at the
end of the current Valuation Date, plus the per share amount of any dividend or
capital gains distribution made for the Fund shares held by the Division during
the current Valuation Date, by (2) the net asset value per share of the Fund
shares held in the Division determined at the end of the previous Valuation
Period. We then subtract from that result a factor representing the maintenance
charge.

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

21
<PAGE>

. retirement;

. death; or

. termination of employment in all Texas institutions of higher education.

TRANSFER AND SURRENDER OF CONTRACT
OWNER VARIABLE ACCOUNT VALUE

TRANSFERS

You can transfer the entire amount of your Accumulated Value once every 90 days
and before the Annuity Commencement Date. You must transfer the entire amount
from the Division in which you are fully invested to one of the other Divisions
and allocate new purchase payments to the same Division or to any available
fixed accumulation option.

SURRENDERS

At any time before the Annuity Commencement Date and while the Annuitant is
still living, the Contract Owner may make a full surrender from a Contract, or
make a partial withdrawal from a Contract.

We will pay you the following upon full surrender:

. your Accumulated Value at the end of the Valuation Period in which we receive
a written surrender request,

. minus any applicable Surrender Charge.

The Contract Owner may withdraw a portion or surrender all of the value of the
Variable Account at any time before 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 "Surrender 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 our Annuity Administration Department. If you
withdraw the entire value of the Variable Account and no payments are made for
two years following withdrawal, AGL may consider the Contract terminated. You
may be subject to penalties for premature withdrawals. Withdrawals 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.")

22
<PAGE>

ANNUITY PERIOD AND ANNUITY PAYMENT OPTIONS

ANNUITY COMMENCEMENT DATE

The Annuity Commencement Date may be any day of any month up to the Annuitant's
75th birthday. You may select the Annuity Commencement Date in the Contract
application. You may also change a previously selected date any time before
that date by submitting a written request 30 days in advance, subject to our
approval.

See "Federal Income Tax Matters" for a discussion of the penalties that may
result from distributions before the Annuitant's reaching age 59 1/2 under any
Contract or after April 1 of the year following the calendar year in which the
Annuitant reaches age 70 1/2 under certain Qualified Contracts.

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, we reserve the right to change the
Division available under a Contract for Variable Annuity Payments or to add
Divisions with respect to Contract Owners or Participants who have not yet
commenced receiving Variable Annuity Payments.

The Contract Owner elects how Annuity payments will be made. The Contract
automatically provides the Basic Annuity, a life Annuity with 120 payments
guaranteed. In place of the Basic Annuity, the Contract Owner can elect an
optional Annuity with payments made under one of the following settlement
Options. The election must be made in writing to us at our Annuity
Administration Department. The written notification must also include the
selected Annuity Commencement Date. Election must be made at least 30 days
before the Annuity Commencement Date but can be changed at any time on 30 days'
written notice.

The election provisions of the Contract are, however, subject to both applicable
law and terms of the particular retirement plan in connection with which the
Contract is issued. In particular, the federal tax rules governing certain
retirement plans ordinarily limit the ability of a Contract Owner to defer
payment beyond April 1 of the calendar year following the calendar year in which
the Contract Owner attains age 70 1/2 or retires, whichever is later, in
connection with most tax-qualified plans (age 70 1/2 in the case of Individual
Retirement Annuities) 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.

ANNUITY PAYMENT OPTIONS

An AGL Annuity Contract or the following Annuity Payment 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 Annuity Payment Options. The Contract Owner also has the right to name
himself as Payee.

OPTION 1 - LIFE ANNUITY - We make annuity payments monthly during the lifetime
of the Annuitant. These payments stop with the last payment due before the
death of the Annuitant. We do not guarantee

23
<PAGE>

a minimum number of payments under this arrangement. For example, the Annuitant
or other payee might receive only one annuity payment, if the Annuitant dies
before the second annuity payment.

OPTION 2 - LIFE ANNUITY WITH 60, 120, 180, OR 240 MONTHLY PAYMENTS CERTAIN - We
make annuity payments monthly during the lifetime of an Annuitant. In addition,
we guarantee that the Beneficiary will receive monthly payments for the
remainder of the period certain, if the Annuitant dies during that period.

OPTION 3 - JOINT AND LAST SURVIVOR LIFE ANNUITY - We make annuity payments
monthly during the lifetime of the Annuitant and another payee and during the
lifetime of the survivor of the two. We stop making payments with the last
payment before the death of the survivor. We do not guarantee a minimum number
of payments under this arrangement. For example, the Annuitant or other payee
might receive only one annuity payment if both die before the second annuity
payment. The election of this option is ineffective if either one dies before
the Annuity Commencement Date. In that case, the survivor becomes the sole
Annuitant, and we do not pay death proceeds because of the death of the other
Annuitant.

OPTION 4 - PAYMENTS FOR A DESIGNATED PERIOD - We pay 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 5 - Payments of a Specific Dollar Amount - We make 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
us at our Annuity Administration Department. At the death of the payee,
payments continue to his designated Beneficiary. If a Beneficiary is the payee,
and dies before the proceeds are exhausted, the balance of the proceeds is paid
as a lump sum in accordance with the Contract. Payments made under this Option
are increased by a factor which offsets the charge for mortality risk.

Option 6 - Interest Income - We pay 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 us at our
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 us at our Annuity

24
<PAGE>

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."

OPTION 7 - UNIT REFUND LIFE ANNUITY - We make annuity payments 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 us at our Annuity Administration Department. The
result is paid as a lump sum.

The Code may treat the election of Option 4, Option 5, or Option 6 in the same
manner as a surrender of the total account. For tax consequences of such
treatment, see "Federal Income Tax Matters." In addition, the Code may not give
tax-deferred treatment to subsequent earnings.

Under Settlement Options 1, 2, 3, 4 and 7, 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 32% per annum and
assume births in 1900. Under Settlement Options 1, 2, 3 and 7, payment amounts
illustrated vary with the sex of the Annuitant. Amounts under any of the first
four Settlement Options and Option 7 vary with the adjusted age of the
Annuitant, determined using formulas provided by the Contracts.

Under Settlement Options 5 and 6, the amount of the first payment is prescribed
by the Contracts. Under Settlement Option 6, however, we may increase the net
investment rate above the guaranteed rate.

Under all of the Settlement Options, we base 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, we may pay the amount out in a lump
sum, regardless of the Settlement Option chosen.

25
<PAGE>

Second and subsequent payments under the Basic Annuity and Settlement Options 1,
2, 3 4 and 7 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 32% 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.)

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 4, 5 and 6, 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, we can change the frequency of payments to intervals
which result in payments of at least $20.

DEATH PROCEEDS

DEATH PROCEEDS BEFORE THE ANNUITY COMMENCEMENT DATE

The death proceeds described below are payable to the Beneficiary under the
Contract if the Participant dies before the Annuity Commencement Date.

The death proceeds, before deduction of any applicable premium taxes and other
applicable taxes, will equal the Accumulated Value as of the end of the
Valuation Period in which we receive, at our Annuity Administration Department,
proof of death and the written request as to the manner of payment.

The death proceeds become payable to the Beneficiary when we receive--

. proof of the Participant's death, and

. a written request from the Beneficiary specifying the manner of payment.

26
<PAGE>

we do not receive a request specifying the manner of payment, we will make a
single sum payment, based on values we determine at that time.

If the Participant dies before the Annuity Commencement Date, we will distribute
all amounts payable under the Contract in accordance with the following rules:

. We will distribute all amounts--

(a) within five years of the date of death, or

(b) if the Beneficiary elects, 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, the spouse may
elect to delay distributions under the Contract until the date the
Participant would have reached age 70 1/2.

Failure to satisfy the requirements described in this Section may result in
serious adverse tax consequences.

DEATH PROCEEDS AFTER THE ANNUITY COMMENCEMENT DATE

If the Participant dies on or after the Annuity Commencement Date, the amounts
payable to the Beneficiary or other properly designated payee are any continuing
payments under the Annuity Payment Option in effect. (See "Annuity Payment
Options.") In such case, the payee will:

. have all the remaining rights and powers under a Contract, and

. be subject to all the terms and conditions of the Contract.

If the payee dies after the Annuity Commencement Date, we will distribute any
remaining amounts payable under the terms of the Annuity Payment Option at least
as rapidly as under the method of distribution in effect when the payee dies.

Failure to satisfy requirements described in this Section may result in serious
adverse tax consequences.

PROOF OF DEATH

We accept the following as proof of any person's death:

. a certified death certificate;

. a certified decree of a court of competent jurisdiction as to the
finding of death;

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<PAGE>

. a written statement by a medical doctor who attended the deceased at the
time of death; or

. any other proof satisfactory to us.

Once we have paid the death proceeds, the Contract ends, and our obligations are
complete.

CHARGES UNDER THE CONTRACT

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. 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
are not subject to change. Schedule A, below, shows the deduction amounts used
with Qualified Plans which were formerly referred to as H.R. 10 plans. Schedule
B, below, shows 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.

SCHEDULE A

TOTAL SALES ADMINISTRATIVE
AGGREGATE DEDUCTIONS EXPENSES EXPENSES
AMOUNT OF PAYMENT % % %
- -------------------- ---------- -------------- --------
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

SCHEDULE B

TOTAL SALES ADMINISTRATIVE
AGGREGATE DEDUCTIONS EXPENSES EXPENSES
AMOUNT OF PAYMENT % % %
- -------------------- ---------- -------------- --------
First $ 5,000....... 5 4.5 .5
Next $ 5,000....... 4 3.6 .4
Next $15,000....... 3 2.7 .3
All Additional 2 1.8 .2

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

28
<PAGE>

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 "Premium Taxes" below.)

The deduction for sales expenses reimburses us for part of our expenses related
to distributing the Contracts. We believe, 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 our 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:

. giving investment advice to AGL

. offering for sale Contracts funded through Separate Account A or other AGL
accounts, and

. 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.

PREMIUM TAXES

When applicable, we will deduct premium taxes imposed by certain states. We may
deduct such amount either at the time the tax is imposed or later. We may
deduct the amount as follows:

. from purchase payment(s) when received;

. from the Contract Owner's Account Value at the time annuity payments begin;

. from the amount of any partial withdrawal; or

. from proceeds payable upon termination of the Contract for any other reason,
including death of the Contract Owner or Annuitant, or surrender of the
Contract.

29
<PAGE>

If premium tax is paid, AGL may reimburse itself for the tax when making the
deduction under the second, third, and fourth items on the list immediately
above, by multiplying the sum of purchase payments being withdrawn by the
applicable premium tax percentage.

Applicable premium tax rates depend upon the Contract Owner's then-current place
of residence. Applicable rates currently range from 0% to 3.5%. The rates are
subject to change by legislation, administrative interpretations, or judicial
acts. We will not make a profit on this charge.

SURRENDER CHARGE

The Surrender Charge reimburses us for part of our expenses in distributing the
Contract. At any time while a Contract is in force, before the Annuity
Commencement Date or the death of the Annuitant, we will, upon written
application by you, allow you to withdraw (redeem) a part 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 before 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 at the same
time, 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 Date next
succeeding the time of receipt of the request, equals the amount withdrawn plus
withdrawal charges and any applicable premium taxes.

MAINTENANCE CHARGE

A maintenance charge of $.75 per month is assessed for each month after we
receive the first Periodic Payment and before 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 us for the
costs of maintaining the Contract and it is not expected to exceed such
maintenance costs.

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<PAGE>

CHARGE TO THE SEPARATE ACCOUNT

We deduct from Separate Account assets a daily charge at an annualized rate of
1.0017% of the average daily net asset value of the Separate Account
attributable to the Contracts. This charge (1) offsets the Sales and
Administrative Expenses discussed above and (2) compensates us for assuming
mortality and expense risks under the Contracts. The 1.0017% charge divides
into .1017% for administrative expenses and .90% for the assumption of mortality
and expense risks.

We do not expect to earn a profit on that portion of the charge that is for
administrative expenses. However, we do expect to derive a profit from the
portion that is for the assumption of mortality and expense risks. There is no
necessary relationship between the amount of administrative charges deducted for
a given Contract and the amount of expenses actually attributable to that
Contract.

In assuming the mortality risk, we incur the risks that

. our actuarial estimate of mortality rates may prove erroneous,

. Annuitants will live longer than expected, and

. more Contract Owners or Annuitants than expected will die at a time when
the death benefit we guarantee is higher than the net surrender value of
their interests in the Contracts.

In assuming the expense risk, we incur the risk that the revenues from the
expense charges under the Contracts (charges that we guarantee will not
increase) will not cover our expense of administering the Contracts.

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 before the effective time of the Reorganization. This amendment
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"). 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, before the Reorganization and the amount of the
advisory fee charged to Portfolio Company's Funds, plus

31
<PAGE>

. 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.

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. We 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, we
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.")

OTHER ASPECTS OF THE CONTRACTS

Only an officer of AGL can agree to change or waive the provisions of any
Contract. The Contracts are non-participating, which means they are not
entitled to share in any dividends, profits or surplus of AGL.

CONTRACT OWNERS, PARTICIPANTS, ANNUITANTS, AND BENEFICIARIES; ASSIGNMENTS

You, as the Contract Owner or the Participant, will be the same as the
Annuitant.

You choose the Beneficiary and any Contingent Beneficiary when you purchase a
Contract. You may change a Beneficiary or Contingent Beneficiary before the
Annuity Commencement Date, while the Annuitant is still alive. The payee may
make this change after the Annuity Commencement Date.

We will make any designation of a new Beneficiary or Contingent Beneficiary
effective as of the date it is signed. However, the change in designation will
not affect any payments we make or action we

32
<PAGE>

take before we receive written request. We also need written consent of any
irrevocably-named Beneficiary or Contingent Beneficiary before we make a change.
Under certain retirement programs, the law may require spousal consent to name
or change a Beneficiary to a person other than the spouse. We are not
responsible for the validity of any designation of a Beneficiary or Contingent
Beneficiary.

If the Beneficiary or Contingent Beneficiary is not living at the time we are to
make any payment, you as the Contract Owner will be the Beneficiary. If you are
not then living, your estate will be the Beneficiary.

Contract Owners and other payees may assign their rights under Qualified
Contracts only in certain narrow circumstances referred to in the Contracts.
Contract Owners and other payees may assign their rights under Non-Qualified
Contracts, including their ownership rights. We take no responsibility for the
validity of any assignment. Contract Owners must make a change in ownership
rights in Writing and send a copy to our Home Office. We will make the change
effective on the date it was made. However, we are not bound by a change until
the date we record it. The rights under a Contract are subject to any
assignment of record at our Home Office. An assignment or pledge of a Contract
may have adverse tax consequences. (See "Federal Income Tax Matters.")

REPORTS

We will mail to Contract Owners (or anyone receiving payments following the
Annuity Commencement Date), any reports and communications required by
applicable law. We will mail to the last known address of record. You should
give us prompt written notice of any address change.

RIGHTS RESERVED BY US

Upon notice to the Contract Owner, we may modify a Contract to the extent
necessary to:

. transfer any assets in any Division to another Division or to one or more
separate accounts;

. add, combine or remove Divisions in the Separate Account, or combine the
Separate Account with another separate account;

. 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; or

. eliminate the shares of any fund of any open-end management company held
by a Division and substitute shares of another fund of such open-end
management investment company, or of any other open-end management
investment company.

When required by law, we will obtain (1) your approval of changes and (2) the
approval of any appropriate regulatory authority.

In addition, upon notice to the Contract Owners, we may waive certain charges
and restrictions under the Contract.

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<PAGE>

PAYMENT AND DEFERMENT

We will normally pay amounts surrendered or withdrawn from a Contract within
seven calendar days after the end of the Valuation Period in which we receive
written surrender or withdrawal request at our Home Office. A Beneficiary may
request the manner of payment of death proceeds within 60 days after the death
proceeds become payable. If we do not receive a written request specifying the
manner of payment, we will pay the death benefit as a single sum, normally
within seven calendar days after the end of the Valuation Period that contains
the last day of the 60 day period. Also, we reserve the right to defer payment
of that portion of your Account Value that is attributable to a purchase payment
made by check for a reasonable period of time (not to exceed 15 days) to allow
the check to clear the banking system.

Finally, we reserve the right to defer payment of any surrender, annuity
payment, or death proceeds out of the Variable Account Value if:

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

. the SEC determines that an emergency exists, as a result of which
disposal of securities held in a Division is not reasonably practicable
or it is not reasonably practicable to fairly determine the Variable
Account Value; or

. the SEC by order permits the delay for the protection of Contract Owners.

We may also postpone transfers and allocations of Account Value among the
Divisions under these circumstances.

FEDERAL INCOME TAX MATTERS

GENERAL

We cannot comment on all of the federal income tax consequences associated with
the Contracts. Federal income tax law is complex. Its application to a
particular person may vary according to facts peculiar to the person.
Consequently, we do not intend for you to take this discussion as tax advice.
You should consult with a competent tax adviser before purchasing a Contract.

We base this discussion on our understanding of the law, regulations and
interpretations existing on the date of this Prospectus. Congress, in the past,
has enacted legislation changing the tax treatment of annuities in both the
Qualified and the Non-Qualified markets and may do so again in the future. The
Treasury Department may issue new or amended regulations or other
interpretations of existing tax law. The courts may also interpret the tax law
in ways that affect the tax treatment of annuities. Any such change could have
a retroactive effect. We suggest that you consult your legal or tax adviser on
these issues.

The discussion does not address federal estate and gift tax, or social security
tax, or any state or local tax consequences associated with the Contracts.

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<PAGE>

NON-QUALIFIED CONTRACTS

Purchase Payments. Purchasers of a Contract that does not qualify for special
tax treatment and is "Non-Qualified" may not deduct from their gross income the
amount of purchase payments made.

Tax Deferral Before Annuity Commencement Date. Contract Owners who are natural
persons are not taxed currently on the investment experience of the Separate
Account so long as the Separate Account complies with certain diversification
requirements. These requirements mean that the Separate Account must invest in
Funds that are "adequately diversified" in accordance with Treasury Department
regulations. We do not control the Funds, but we have received commitments from
the investment advisers to the Funds to use their best efforts to operate the
Funds in compliance with these diversification requirements. A Contract
investing in a Fund that failed to meet the diversification requirements would
subject Contract Owners to current taxation of income in the Contract for the
period of such diversification failure (and any subsequent period). Income
means the excess of the Account Value over the Contract Owner's investment in
the Contract (discussed below).

Control over allocation of values among different investment alternatives may
cause Contract Owners or persons receiving annuity payments to be treated as the
owners of the Separate Account's assets for tax purposes. However, current
regulations do not provide guidance as to how to avoid this result. We reserve
the right to amend the Contracts in any way necessary to avoid this result. The
Treasury Department has stated that it may establish standards through
regulations or rulings. These standards may apply only prospectively, although
they could apply retroactively if the Treasury Department considers the
standards not to reflect a new position.

Contract Owners that are not natural persons -- that is, Contract Owners such as
corporations -- are taxed currently on annual increases in their Account Value,
unless an exception applies. Exceptions apply for, among other things, Contract
Owners that are not natural persons but that hold a Contract as an agent for a
natural person.

Taxation of Annuity Payments. Part of each annuity payment received after the
Annuity Commencement Date is excludible from gross income.

In the case of Fixed Annuity Payments, the excludible portion is found by
multiplying

the amount paid by

. the ratio of the investment in the Contract (discussed below) to the
expected return under the Fixed Annuity Payment Option.

. In the case of Variable Annuity Payments, the excludible portion is the
investment in the Contract divided by the number of expected payments.

35
<PAGE>

the balance of the total investment as payments are made or on the Beneficiary's
final tax return. An Contract Owner's "investment in the Contract" is the amount
equal to the portions of purchase payments made by or on behalf of the Contract
Owner that have not been excluded or deducted from the individual's gross
income, less amounts previously received under the Contract that were not
included in income.

Taxation of Partial Withdrawals and Total Surrenders. Partial withdrawals from
a Contract are includible in income to the extent that the Contract Owner's
Account Value exceeds the investment in the Contract. In the event you
surrender a Contract in its entirety, the amount of your investment in the
Contract is excludible from income, and any amount you receive in excess of your
investment in the Contract is includible in income. All annuity contracts or
Contracts we issue to the same Contract Owner during any calendar year are
aggregated for purposes of determining the amount of any distribution that is
includible in gross income.

Penalty Tax on Premature Distributions. In the case of such a distribution,
there may be imposed a federal tax penalty equal to 10% of the amount treated as
taxable income. The penalty tax will not apply, however, to distributions:

. made on or after the recipient reaches age 59 1/2,

. made on account of the recipient's becoming disabled,

. that are made after the death of the Contract Owner before the Annuity
Commencement Date or of the payee after the Annuity Commencement Date
(or if such person is not a natural person, that are made after the
death of the primary Annuitant, as defined in the Code), or

. that are part of a series of substantially equal periodic payments made
over the life (or life expectancy) of the Annuitant or the joint life
(or joint life expectancies) of the Annuitant and the Beneficiary,
provided such payments are made for a minimum of 5 years and the
distribution method is not changed before the recipient reaches age
59 1/2 (except in the case of death or disability.)

Premature distributions may result from an early Annuity Commencement Date, an
early surrender, partial withdrawal from assignment of a Contract, or the early
death of an Annuitant, unless the third clause listed above applies.

Payment of Death Proceeds. Special rules apply to the distribution of any death
proceeds payable under the Contract. (See "Death Proceeds.")

Assignments and Loans. An assignment, loan, or pledge under a Non-Qualified
Contract is taxed in the same manner as a partial withdrawal, as described
above. Repayment of a loan or release of an assignment or pledge is treated as
a new purchase payment.

INDIVIDUAL RETIREMENT ANNUITIES ("IRAs")

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<PAGE>

$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 an 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 $31,000 may fully deduct their IRA purchase payments.
Those who have adjusted gross income in excess of $41,000 will not be able to
deduct purchase payments. For those with adjusted gross income in the range
between $31,000 and $41,000, the deduction decreases to zero, based on the
amount of income. Beginning in 2000, that income range will increase, as
follows:

- ------------------------------------------------------------------------------
2000 2001 2002 2003 2004 2005 and
thereafter
- ------------------------------------------------------------------------------
$32,000 to $33,000 to $34,000 to $40,000 to $45,000 to $50,000 to
$42,000 $43,000 $44,000 $50,000 $55,000 $60,000
- ------------------------------------------------------------------------------

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 $51,000 and $61,000, and in the case of married
individuals filing separately, with adjusted gross income between $0 and
$10,000. (A husband and wife who file separate returns and live apart at all
times during the taxable year are not treated as married individuals.)
Beginning in 2000 the income range over which the otherwise deductible portion
of an IRA purchase payment will be phased out for married individuals filing
joint tax returns will increase as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
2007 and
2000 2001 2002 2003 2004 2005 2006 thereafter
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$52,000 to $53,000 to $54,000 to $60,000 to $65,000 to $70,000 to $75,000 to $80,000 to
$62,000 $63,000 $64,000 $70,000 $75,000 $80,000 $85,000 $100,000
- -------------------------------------------------------------------------------------------------------------
</TABLE>

A married individual filing a joint tax return, who is not an active participant
in a tax-qualified retirement plan, but whose spouse is an active participant in
such a plan, may, in any year, deduct from his or her taxable income purchase
payments for an IRA equal to the lesser of $2,000 or 100% of the individual's
earned income. For the individual, the adjusted gross income range over which
the otherwise deductible portion of an IRA purchase payment will be phased out
is $150,000 to $160,000.

Tax Free Rollovers. Amounts may be transferred, in a tax-free rollover, from
(1) a tax-qualified plan to an IRA or (2) from one IRA to another IRA if, the
transfer meets certain conditions. All taxable distributions ("eligible
rollover distributions") from tax qualified plans are eligible to be rolled over
with the exception of:

. annuities paid over a life or life expectancy,

. installments for a period of ten years or more, and

. required minimum distributions under section 401(a)(9) of the Code.

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<PAGE>

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

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 recipients' income. If nondeductible
purchase payments have been made, a pro rata portion of such distributions may
not be includible in income. A 10% penalty tax is imposed on the amount
includible in gross income from distributions that occur before the Annuitant
reaches 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 at least annually over the life (or life expectancy) of
the Annuitant or the joint lives (or joint life expectancies) of the
Annuitant and the Beneficiary; provided such payments are made for a
minimum of 5 years and the distribution method is not changed before
the recipient reaches age 59 1/2 (except in the case of death or
disability);

. distributions for medical expenses in excess of 7.5% of the Annuitant's
adjusted gross income and withdrawals for medical insurance (without
regard to the 7.5% AGI floor) if the individual has received
unemployment compensation under federal or state law for at least 12
consecutive weeks under certain conditions;

. distributions for qualified first-time home purchases for the
individual, a spouse, children, grandchildren, or ancestor of the
individual or the individual's spouse, subject to a $10,000 lifetime
maximum; and

. distributions for higher education expenses for the individual, a
spouse, children, or grandchildren.

Distributions of minimum amounts required by the Code must commence by April 1
of the calendar year following the calendar year in which the Annuitant reaches
age 70 1/2 or retires (whichever is later). Additional distribution rules apply
after the death of the Annuitant. These rules are similar to those governing
distributions on the death of an Contract 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 a penalty
tax of 50% of the amount by which the minimum distribution required exceeds the
actual distribution.

ROTH IRAs

Beginning in 1998, individuals may purchase a new type of non-deductible IRA,
known as a Roth IRA. Purchase payments for a Roth IRA are limited to $2,000 per
year. This permitted contribution is phased out for adjusted gross income
between $95,000 and $110,000 in the case of single taxpayers, between $150,000
and $160,000 in the case of married taxpayers filing joint returns, and between
$0 and $10,000 in the case of married taxpayers filing separately. An overall
$2,000 annual limitation continues to apply to all of a taxpayer's IRA
contributions, including Roth IRAs and non-Roth IRAs.

38
<PAGE>

An individual may make a rollover contribution from a non-Roth IRA to a Roth
IRA, unless the individual has adjusted gross income over $100,000 or the
individual is a married taxpayer filing a separate return. The individual must
pay tax on any portion of the IRA being rolled over that represents income or a
previously deductible IRA contribution. There are no similar limitations on
rollovers from a Roth IRA to another Roth IRA.

Qualified distributions from Roth IRAs are entirely tax-free. A qualified
distribution requires that (1) the individual has held the Roth IRA for at least
five years and (2) the distribution is made either after the individual reaches
age 59 1/2, on the individual's death or disability, or as qualified first-time
home purchase. Qualified Distributions for a qualified first-time home
purchase, are subject to a $10,000 lifetime maximum for the individual, a
spouse, child, grandchild, or ancestor of such individual or the individual's
spouse.

SIMPLIFIED EMPLOYEE PENSION PLANS

Eligible 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
provided that total employer contributions do not exceed the lesser of 15% of an
employee's compensation or $30,000.

SIMPLE RETIREMENT ACCOUNTS

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

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

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Distributions Before the Annuity Commencement Date. Purchase payments
includible in an employee's taxable income (less any amounts previously received
that were not includible in the employee's taxable income) represent the
employee's "investment in the Contract." Amounts received before 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. 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, 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, for tax years beginning before December 31, 1999, in
the case of certain lump-sum distributions that are not rolled over to another
plan or IRA.

A 10% penalty tax is imposed on the amount includible in gross income from
distributions that occur before the employee reaches 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 at least
annually 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; provided such payments are
made for at least 5 years and the distribution method is not changed before
the recipient reaches age 59 1/2 (except in the case of death or disability);

. made after the employee's separation from service on account of early
retirement after attaining age 55;

. made to pay for qualified higher education or first-time home buyer expenses;

. made to an alternate payee pursuant to a qualified domestic relations order,
if the alternate payee is the spouse or former spouse of the employee; or

. distributions for medical expenses in excess of 7.5% of the Annuitant's
adjusted gross income and withdrawals for medical insurance (without regard to
the 7.5% AGI floor) if the individual has received unemployment compensation
under federal or state law for at least 12 consecutive weeks under certain
conditions.

Annuity Payments. A portion of annuity payments received under Contracts for
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." The difference is that, here, the number of
expected payments is determined under a provision in the Code. Distributions of
minimum amounts required by the Code generally must commence by April 1 of the
calendar year following the calendar year in which the employee reaches age
70 1/2 (or retires, if later). Failure to comply with the minimum distribution
rules will result in a penalty tax of 50% of the amount by which the minimum
distribution required exceeds the actual distribution.

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Self-Employed Individuals. Various special rules apply to tax-qualified plans
established by self-employed individuals.

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 (1) receipt of up to 100% of
compensation that would otherwise be includible in income and, (2) payment of
federal income taxes on the amounts, as well as the earnings on those amounts,
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.
Purchase payments not made by the employer, however, are not immediately
deductible by the employer and the employee is currently taxed on any increase
in Account Value.

Taxation of Distributions. Amounts that an individual receives 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.

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.

In some cases, if you own more than one Qualified annuity contract or Contract,
the contracts or Contracts may be considered together to determine whether the
federal tax law requirement for minimum distributions after age 70 1/2, or
retirement in appropriate circumstances, has been satisfied. You may rely on
distributions from another annuity contract or Contract to satisfy the minimum
distribution requirement under a Qualified Contract we issued. However, 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.

TAXES PAYABLE BY AGL AND THE SEPARATE ACCOUNT

AGL is taxed as a life insurance company under the Code. The operations of the
Separate Account are part of the total operations of AGL and are not taxed
separately. Under existing federal income tax laws, AGL is not taxed on
investment income derived by the Separate Account (including realized and
unrealized capital gains) with respect to the Contracts. AGL reserves the right
to allocate to the Contracts any federal, state or other tax liability that may
result in the future from maintenance of the Separate Account or the Contracts.

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DISTRIBUTION ARRANGEMENTS

AGL offers the Contracts on a continuous basis. American General Securities
Incorporated ("AGSI") is the principal underwriter of the Contracts. AGSI is a
wholly-owned subsidiary of AGL. AGL, in turn, is a wholly-owned subsidiary of
American General Corporation. AGSI's principal office is 2727 Allen Parkway,
Houston, Texas 77019. AGSI was organized as a Texas corporation on March 8,
1983 and is a registered broker-dealer under the Securities Exchange Act of
1934, as amended ("1934 Act") and is a member of the National Association of
Securities Dealers, Inc. ("NASD"). AGSI is also the principal underwriter for
AGL's Separate Accounts D and VL-R, and Separate Account E of American General
Life Insurance Company of New York, which is a wholly-owned subsidiary of AGL.
These separate accounts are registered investment companies.

SERVICES AGREEMENT

American General Life Companies ("AGLC") is party to a general services
agreement with AGL. AGLC, an affiliate of AGL, is a corporation incorporated in
Delaware on November 24, 1997. Its address is 2727-A Allen Parkway, Houston,
Texas 77019. Under this agreement, AGLC provides services to AGL, including
most of the administrative, data processing, systems, customer services, product
development, actuarial, auditing, accounting and legal services for AGL and the
Contracts.

LEGAL MATTERS

We are not involved in any legal matter about the Separate Account that would be
considered material to the interests of Contract Owners. Steven A. Glover,
Senior Counsel of AGLC has passed upon the legality of the Contracts described
in this Prospectus. Freedman, Levy, Kroll & Simonds, Washington, D.C., has
advised AGL on certain federal securities law matters.

YEAR 2000 CONSIDERATIONS

Internal Systems. AGL's ultimate parent, American General Corporation
("AGC"), has numerous technology systems that are managed on a decentralized
basis. AGC's Year 2000 readiness efforts are being undertaken by its key
business units with centralized oversight. Each business unit, including AGL,
has developed and is implementing a plan to minimize the risk of a significant
negative impact on its operations.

While the specifics of the plans vary, the plans include the following
activities: (1) perform an inventory of our information technology and non-
information technology systems; (2) assess which items in the inventory may
expose us to business interruptions due to Year 2000 issues; (3) reprogram or
replace systems that are not Year 2000 ready; (4) test systems to prove that
they will function into the next century as they do currently; and (5) return
the systems to operations. As of December 31, 1998, substantially all of our
critical systems are Year 2000 ready and have been returned to operations.
However, activities (3) through (5) for certain systems are ongoing, with vendor
upgrades expected to be received during the first half of 1999.

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Third Party Relationships. We have relationships with various third
parties who must also be Year 2000 ready. These third parties provide (or
receive) resources and services to (or from) AGL and include organizations with
which we exchange information. Third parties include vendors of hardware,
software, and information services; providers of infrastructure services such as
voice and data communications and utilities for office facilities; investors;
customers; distribution channels; and joint venture partners. Third parties
differ from internal systems in that we exercise less, or no, control over Year
2000 readiness. We developed a plan to assess and attempt to reduce the risks
associated with the potential failure of third parties to achieve Year 2000
readiness. The plan includes the following activities: (1) identify and
classify third party dependencies; (2) research, analyze, and document Year 2000
readiness for critical third parties; and (3) test critical hardware and
software products and electronic interfaces. As of December 31, 1998, AGC has
identified and assessed approximately 700 critical third party dependencies,
including those relating to AGL. A more detailed evaluation will be completed
during first quarter 1999 as part of our contingency planning efforts. Due to
the various stages of third parties' Year 2000 readiness, our testing activities
will extend through 1999.

Contingency Plans. AGL and its affiliates have commenced contingency
planning to reduce the risk of Year 2000-related business failures. The
contingency plans, which address both internal systems and third party
relationships, include the following activities: (1) evaluate the consequences
of failure of business processes with significant exposure to Year 2000 risk;
(2) determine the probability of a Year 2000-related failure for those processes
that have a high consequence of failure; (3) develop an action plan to complete
contingency plans for those processes that rank high in consequence and
probability of failure; and (4) complete the applicable action plans. We are
currently developing contingency plans and expect to substantially complete all
contingency planning activities during the second quarter of 1999.

Risks and Uncertainties. Based on our plans to make internal systems ready
for Year 2000, to deal with third party relationships, and to develop
contingency actions, we believe that we will experience at most isolated and
minor disruptions of business processes following the turn of the century. Such
disruptions are not expected to have a material effect on AGL's future results
of operations, liquidity, or financial condition. However, due to the size and
complexity of this project, risks and uncertainties exist, and we cannot predict
a most reasonably likely worst case scenario. If conversion of our internal
systems is not completed on a timely basis (due to non-performance by
significant third-party vendors, lack of qualified personnel to perform the Year
2000 work, or other unforeseen circumstances in completing our plans), or if
critical third parties fail to achieve Year 2000 readiness on a timely basis,
the Year 2000 issues could have a material adverse impact on our operations
following the turn of the century.

Costs. Through December 31, 1998, AGL has incurred, and anticipates that
it will continue to incur, costs for internal staff, third-party vendors, and
other expenses to achieve Year 2000 readiness. The cost of activities related
to Year 2000 readiness has not had a material adverse effect on our results of
operations or financial condition. In addition, we have elected to accelerate
the planned replacement of certain systems as part of the Year 2000 plans.
Costs of the replacement systems are not passed to Divisions of the Separate
Account.

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OTHER INFORMATION ON FILE

We have filed a Registration Statement with the Securities and Exchange
Commission under the Securities Act of 1933 for the Contracts discussed in this
Prospectus. We have not included all of the information in the Registration
Statement and its exhibits. Statements contained in this Prospectus concerning
the Contracts and other legal instruments are intended to be summaries. For a
complete statement of terms, you should refer to the documents that we filed
with the Securities and Exchange Commission.

We will send you a Statement on request without charge. Its contents are as
follows:

CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

General Information.................................................. 2
Regulation and Reserves.............................................. 2
Independent Auditors................................................. 3
Services............................................................. 3
Principal Underwriter................................................ 4
Annuity Payments..................................................... 4
Gender of Annuitant.................................................. 6
Misstatement of Age or Gender and Other Errors....................... 6
Change of Investment Adviser or Investment Policy.................... 7
Calculation of Accumulation Unit Values.............................. 7
Financial Statements................................................. 8
Index to Financial Statements........................................ 9

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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

. American General Series Portfolio Company
. MidCap Index Fund
. Asset Allocation Fund
. Money Market Fund
. Capital Conservation Fund
. Government Securities Fund
. Stock Index Fund

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

For additional information about the Contracts, you may request a copy of the
Statement of Additional Information (the "Statement"), dated April 30, 1999. We
have filed the Statement with the Securities and Exchange Commission ("SEC") and
have incorporated it by reference into this Prospectus. The "Table of Contents"
of the Statement appears at page 40 of this Prospectus. You may obtain a free
copy of the Statement if you write or call AGL's Annuity Administration
Department, in our Home Office, which is located at 2727-A Allen Parkway,
Houston, Texas 77019-2191. The telephone number is 1-800-247-6584. You may
also obtain the Statement through the SEC's Web site at http://www.sec.gov.

You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with
information that is different.

THIS PROSPECTUS IS VALID ONLY IF YOU ALSO RECEIVE THE CURRENT AMERICAN GENERAL
SERIES PORTFOLIO COMPANY PROSPECTUS.

THIS PROSPECTUS IS DATED APRIL 30, 1999
<PAGE>

TABLE OF CONTENTS

Definitions.......................................................... 4

Synopsis of Contract Provisions...................................... 8
General Description............................................. 8
Sales Charges and Other Deductions.............................. 8
Periodic Payments............................................... 9
Purchase Payment Accumulation................................... 9
Fixed and Variable Annuity Payments............................. 9
Changes in Allocations Among Divisions and Fixed Accumulation... 10
Surrenders, Withdrawals and Cancellations....................... 10
Death Proceeds.................................................. 10
Limitations Imposed by Retirement Plans and Employers........... 11
Communications to Us............................................ 11

Selected Accumulation Unit Data (Unaudited).......................... 12

Financial Information................................................ 15

AGL.................................................................. 15

Separate Account A................................................... 15

Portfolio Company.................................................... 16

Voting Privileges.................................................... 17

Contract Issuance and Purchase Payments.............................. 18
General Description............................................. 18
Payments........................................................ 19

Variable Account Value............................................... 19

Transfer and Surrender of Contract Owner Variable Account Value...... 20
Transfers....................................................... 20
Surrenders...................................................... 20

Annuity Period and Annuity Payment Options........................... 21
Annuity Commencement Date....................................... 21
Annuity Payment Options......................................... 21
Annuity Payments................................................ 24

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Death Proceeds....................................................... 24
Death Proceeds Before the Annuity Commencement Date............. 24
Death Proceeds After the Annuity Commencement Date.............. 25
Proof of Death.................................................. 25

Charges Under the Contract........................................... 26
Sales and Administrative Expenses............................... 26
Premium Taxes................................................... 27
Charge to the Separate Account.................................. 27
Contract Expense Guarantee...................................... 28
Other Charges................................................... 28

Other Aspects of the Contracts....................................... 29
Contract Owners, Participants, Annuitants, and
Beneficiaries; Assignments.................................... 29
Reports......................................................... 29
Rights Reserved by Us........................................... 30
Payment and Deferment........................................... 30

Federal Income Tax Matters........................................... 31
General......................................................... 31
Non-Qualified Contracts......................................... 31
Individual Retirement Annuities ("IRAs")........................ 33
Roth IRAs....................................................... 35
Simplified Employee Pension Plans............................... 35
Simple Retirement Accounts...................................... 36
Other Qualified Plans........................................... 36
Private Employer Unfunded Deferred Compensation Plans........... 37
Federal Income Tax Withholding and Reporting.................... 37
Taxes Payable by AGL and the Separate Account................... 38

Distribution Arrangements............................................ 38

Services Agreement................................................... 38

Legal Matters........................................................ 38

Year 2000 Considerations............................................. 38

Other Information on File............................................ 40

Contents of Statement of Additional Information...................... 40