AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D, 485APOS, 1995-12-27

AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D
485APOS, 1995-12-27

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Registration Nos. 33-43390
811-2441

As filed with the Commission on December 27, 1995

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

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

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 47 X
---- ---

AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT D
(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 Officers) (Zip Code)
(713) 831-3632
(Depositor's Telephone Number, including Area Code)

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

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

Approximate Date of Proposed Public Offering: Continuous

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

|_| Immediately upon filing pursuant to paragraph (b) of Rule 485
|_| On (date) pursuant to paragraph (b) of Rule 485
|_| 60 days after filing pursuant to paragraph (a)(1) of Rule 485

<PAGE>

|X| On March 15, 1996 pursuant to paragraph (a)(1) of Rule 485
|_| 75 days after filing pursuant to paragraph (a)(2) of Rule 485
|_| On (date) pursuant to paragraph (a) (2) of Rule 485

If appropriate, check the following:

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

Pursuant to the provisions of Rule 24f-2 under the Investment Company Act of
1940, Registrant has elected to register an indefinite number or amount of its
securities under the Securities Act of 1933. That election was previously
filed in Registrant's Form N-4 registration statement (File No. 2-49805).
Registrant filed a Rule 24f-2 Notice on February _____, 1996, for its most
recent fiscal year ended December 31, 1995.

<PAGE>

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

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

PART A
Showing Location of Information in Prospectuses (1)

Form N-4
Item No. Prospectus Caption

1. Cover Page. . . . . . . . . . . . . . . . Cover Page

2. Definitions . . . . . . . . . . . . . . . Glossary

3. Synopsis or Highlights. . . . . . . . . . Synopsis of Contract Provisions

4. Condensed Financial Information . . . . . Synopsis of Contract Provisions
- Financial and Performance
Information; Cover Page;
Selected Accumulation Unit
Data(2); Financial
Information(3)

5. General Description of Registrant,
Depositor and Portfolio Companies . . . . AG Life; Separate Account D;
The Funds(3); Cover Page

6. Deductions and Expenses . . . . . . . . . Charges Under the Contracts;
Long-Term Care, Catastrophic
Medical Expenses and Terminal
Illness

7. General Description of Variable
Annuity Contracts . . . . . . . . . . . . Synopsis of Contract Provisions
- Communications to Us; Owner
Account Value; Transfer,
Automatic Rebalancing,
Surrender and Partial
Withdrawal of Owner Account
Value(2); Transfer, Automatic
Rebalancing, Surrender and
Partial Withdrawal of Owner
Account Value(3); Owners,
Annuitants and Beneficiaries;
Assignments; Rights Reserved by
Us

- - --------

(1) This registration statement contains two prospectuses that
relate to successive versions of the same form of variable
annuity contract. Each successive version generally reflects
enhancements made to the form of contract over time. Except as
otherwise noted, the information required by Part A of Form N-4
is located under the captions identified below in each
prospectus contained herein.

(2) Contained in the Prospectus relating to Contract Form No. 93020
and Contract Form No. 93021 (See Part C, Item 24. 4(f)(i) and
(f)(ii)).

(3) Contained in the Prospectus relating to Contract Form No. 95020
and Contract Form No. 95021 (See Part C, Item 24. 4(g)(i) and
(g)(ii)).

<PAGE>

PART A

Form N-4
Item No. Prospectus Caption
- - -------- ------------------
8. Annuity Period. . . . . . . . . . . . . . Annuity Period and Annuity
Payment Options

9. Death Benefit . . . . . . . . . . . . . . Death Proceeds

10. Purchases and Contract Value. . . . . . . Contract Issuance and Purchase
Payments; Variable Account
Value; Distribution
Arrangements; One-Time
Reinstatement Privilege

11. Redemptions . . . . . . . . . . . . . . . Transfer, Surrender and Partial
Withdrawal of Owner Account
Value(2); Transfer, Automatic
Rebalancing, Surrender and
Partial Withdrawal of Owner
Account Value(3); Annuity
Payment Options; Contract
Issuance and Purchase Payments;
Synopsis of Contract Provisions
- Surrenders, Withdrawals and
Cancellations; Payment and
Deferment

12. Taxes . . . . . . . . . . . . . . . . . . Federal Income Tax Matters;
Synopsis of Contract Provisions
- Limitations Imposed by
Retirement Plans and Employers

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

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

- - --------

(2) Contained in the Prospectus relating to Contract Form No. 93020
and Contract Form No. 93021 (See Part C, Item 24. 4(f)(i) and
(f)(ii)).

(3) Contained in the Prospectus relating to Contract Form No. 95020
and Contract Form No. 95021 (See Part C, Item 24. 4(g)(i) and
(g)(ii)).

<PAGE>

PART B

Showing Location of Information in Statement of Additional Information(4)

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

16. Table of Contents . . . . . . . . . . . . Cover Page

17. General Information and
History . . . . . . . . . . . . . . . . . General Information;
Regulation and Reserves

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

19. Purchase of Securities
Being Offered . . . . . . . . . . . . . . Not Applicable(5)

20. Underwriters. . . . . . . . . . . . . . . Principal Underwriters

21. Calculation of Performance
Data. . . . . . . . . . . . . . . . . . . Performance Data for the
Divisions

22. Annuity Payments. . . . . . . . . . . . . Not Applicable(5)

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

PART C

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

- - --------

(4) This registration statement contains two statements of
additional information (each an "SAI") that relate to
successive versions of the same form of variable annuity
contract. Each successive version generally reflects
enhancements made to the contract over time. Except as
otherwise noted, the information required by Part B of Form N-4
is located under the captions identified below in each SAI
contained herein.

(5) All required information is included in Prospectus.

iii

<PAGE>

Registrant is filing this Post-Effective Amendment No. 5 for the
principal purpose of adding to the Registration Statement a prospectus
and a statement of additional information with respect to an enhanced
version of the Combination Fixed and Variable Annuity Contract offered by
American General Life Insurance Company.

Registrant does not intend for this Post-Effective Amendment No. 5 to
delete, from the Registration Statement, any document included in the
Registration Statement, including any currently effective prospectus,
supplement thereto, or statement of additional information.

<PAGE>

COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS
OFFERED BY
AMERICAN GENERAL LIFE INSURANCE COMPANY
ANNUITY ADMINISTRATION DEPARTMENT
P.O. BOX 1401, HOUSTON, TEXAS 77251-1401
1-800-247-6584 713/831-3505

American General Life Insurance Company ("AG Life") is offering the flexible
payment deferred individual annuity contracts (the "Contracts") described in
this Prospectus.

You may use AG Life's Separate Account D for a variable investment return
under the Contracts based on one or more of the following mutual fund
portfolios of the Van Kampen American Capital Life Investment Trust: the
Emerging Growth Fund, the Enterprise Fund, the Global Equity Fund, the Real
Estate Securities Fund, the Growth and Income Fund, the Asset Allocation Fund,
the Domestic Income Fund, the Government Fund, and the Money Market Fund.

You may also use AG Life's guaranteed interest accumulation option. This
option has five different guarantee periods, each with its own guaranteed
interest rate.

This Prospectus is designed to provide information about the Contracts that
you should know before investing. Please read it carefully and keep it for
future reference. Information about certain aspects of the Contracts, in
addition to that found in this Prospectus, has been filed with the Securities
and Exchange Commission in the Statement of Additional Information (the
"Statement"). The Statement, dated March 15, 1996, is incorporated by
reference into this Prospectus. The "Table of Contents" of the Statement
appears at page ___ of this Prospectus. You may obtain a free copy of the
Statement upon written or oral request to AG Life's Annuity Administration
Department in our Home Office, which is located at 2727-A Allen Parkway,
Houston, Texas 77019-2191. The mailing address and telephone numbers are set
forth above.

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

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

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY A CURRENT PROSPECTUS OF THE
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST.

Prospectus dated March 15, 1996

<PAGE>

CONTENTS

Glossary.....................................................................
Fee Table....................................................................
Synopsis of Contract Provisions..............................................
Financial Information........................................................
AG Life......................................................................
Separate Account D...........................................................
The Funds ...................................................................
The Fixed Account............................................................
Contract Issuance and Purchase Payments......................................
Owner Account Value..........................................................
Variable Account Value.....................................................
Fixed Account Value........................................................
Transfer, Automatic Rebalancing, Surrender and Partial Withdrawal of Owner
Account Value..............................................................
Transfers..................................................................
Automatic Rebalancing......................................................
Surrenders and Partial Withdrawals.........................................
Annuity Period and Annuity Payment Options...................................
Annuity Commencement Date..................................................
Application of Owner Account Value.........................................
Fixed and Variable Annuity Payments........................................
Annuity Payment Options....................................................
Transfers..................................................................
Death Proceeds...............................................................
Death Proceeds Prior to the Annuity Commencement Date......................
Death Proceeds After the Annuity Commencement Date.........................
Proof of Death.............................................................
Charges Under the Contracts..................................................
Premium Taxes..............................................................
Surrender Charge...........................................................
Transfer Charges...........................................................
Annual Contract Fee........................................................
Charge to Separate Account D...............................................
Miscellaneous..............................................................
Systematic Withdrawal Plan ................................................
One-Time Reinstatement Privilege...........................................
Reduction in Sales and Administrative Charges..............................
Long-Term Care, Catastrophic Medical Expenses and Terminal Illness...........
Long-Term Care.............................................................
Catastrophic Medical Expenses..............................................
Terminal Illness...........................................................
Other Aspects of the Contracts...............................................
Owners, Annuitants and Beneficiaries; Assignments..........................
Reports....................................................................
Rights Reserved by Us......................................................
Payment and Deferment......................................................

<PAGE>

Federal Income Tax Matters...................................................
General....................................................................
Non-Qualified Contracts....................................................
Individual Retirement Annuities ("IRAs")...................................
Simplified Employee Pension Plans..........................................
Other Qualified Plans......................................................
Private Employer Unfunded Deferred Compensation Plans......................
Excess Distributions - 15% Tax.............................................
Federal Income Tax Withholding and Reporting...............................
Taxes Payable by AG Life and Separate Account D............................
Distribution Arrangements....................................................
Legal Matters................................................................
Other Information on File....................................................
Contents of Statement of Additional Information..............................

<PAGE>

GLOSSARY

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

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 would generally be the Owner.

ACCOUNT VALUE - the sum of your Fixed Account Value and Variable Account
Value.

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

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

ANNUITY COMMENCEMENT DATE - the date on which we begin making payments under
an Annuity Payment Option, unless a lump-sum distribution is elected instead.

ANNUITY PAYMENT OPTION - one of the several forms in which you can request us
to make annuity payments.

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

ANNUITY UNIT - a measuring unit used in calculating the amount of Variable
Annuity Payments.

BENEFICIARY - the person that you designate to receive any proceeds due under
a Contract following the death of an Owner or an Annuitant.

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

CONTINGENT ANNUITANT - a person that you designate under a Non-Qualified
Contract to become the Annuitant if the Annuitant dies before the Annuity
Commencement Date and the Contingent Annuitant survives the Annuitant.

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

CONTRACT - an individual annuity Contract offered by this Prospectus.

CONTRACT ANNIVERSARY - each anniversary of the date of issue of the Contract.

CONTRACT YEAR - each year beginning with the date of issue of the Contract.

DIVISION - one of the several different investment options into which Separate
Account D is divided.

<PAGE>

FIXED ACCOUNT - the name of the investment alternative under which purchase
payments are allocated to AG Life's General Account.

FIXED ACCOUNT VALUE - the amount of your Account Value which is in the Fixed
Account.

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

FUND - an individual fund available for investment under the Contracts.
Currently, each Fund is a part of the Van Kampen American Capital Life
Investment Trust.

GENERAL ACCOUNT - all assets of AG Life other than those in Separate Account D
or any other legally-segregated separate account established by AG Life.

GUARANTEED INTEREST RATE - the rate of interest we credit during any Guarantee
Period, on an effective annual basis.

GUARANTEE PERIOD - the period for which a Guaranteed Interest Rate is
credited.

HOME OFFICE - our office at the following addresses and phone numbers:
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 Separate Account D.

NON-QUALIFIED - not eligible for the special federal income tax treatment
applicable in connection with retirement plans pursuant to Sections 401, 403,
or 408 of the Code.

OWNER - the holder of record of a Contract, except that the employer or
trustee may be the Owner of the Contract in connection with a retirement plan.

QUALIFIED - eligible for the special federal income tax treatment applicable
in connection with retirement plans pursuant to sections 401, 403, or 408 of
the Code.

SEPARATE ACCOUNT D - the segregated asset account referred to as American
General Life Insurance Company Separate Account D established to receive and
invest purchase payments under the Contracts.

SURRENDER CHARGE - a charge for sales expenses that may be assessed upon
surrenders of and payments of certain other amounts from a Contract.

VALUATION DATE - all days on which we are open for business except, with
respect to any Division, days on which the related Fund does not value its
shares.

<PAGE>

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 exchange on the next succeeding Valuation Date.

VARIABLE ANNUITY PAYMENTS - annuity payments that vary in amount based on the
investment experience of one or more of the Divisions of Separate Account D.

VARIABLE ACCOUNT VALUE - the amount of your Account Value that is in Separate
Account D.

WRITTEN - signed, dated, in form and substance satisfactory to us and received
at our Home Office. See "Synopsis of Contract Provisions - Communications to
Us." You must use special forms provided by us or your sales representative to
authorize telephone transfers, elect an Annuity Option or exercise your
one-time reinstatement privilege.

<PAGE>

FEE TABLE

The purpose of this Fee Table is to assist you in understanding the
various costs and expenses that you will bear directly or indirectly pursuant
to a Contract and in connection with the Funds. The table reflects expenses of
the Separate Account as well as the Funds. Amounts for state premium taxes or
similar assessments may also be deducted, where applicable.

Participant Transaction Charges

Front-End Sales Charge Imposed on Purchases..........................0%
Maximum Surrender Charge(1)..........................................6%
(computed as a percentage of purchase payments surrendered)
Transfer Fee.......................................................$ 0 (2)

Annual Contract Fee(3)...................................................$30

Separate Account D Annual Expenses (as a percentage of average daily net asset
value)

Mortality and Expense Risk Charge.................................1.25%
Administrative Expense Charge..................................... 15%
Total Separate Account D Annual Expenses........................1.40%

- - --------

(1) This charge does not apply or is reduced under certain
circumstances. See "Surrender Charge."

(2) This charge is $25 after the twelfth transfer during each
Contract Year prior to the Annuity Commencement Date. There is
an exception to this charge. See "Automatic Rebalancing."

(3) This charge is not imposed during the Annuity Period.

<PAGE>

<TABLE>
The Funds' Annual Expenses(1) (as a percentage of average net assets)
<CAPTION>

Management Other
Fees After Expenses Total Fund
Expense Re- After Expense Operating
imbursement(2) Reimbursement(2) Expenses
<S> <C> <C> <C>
Emerging Growth
Enterprise
Global Equity
Real Estate Securities
Growth and Income
Asset Allocation
Domestic Income
Government
Money Market
</TABLE>

Example If you surrender your Contract at the end of the applicable time
period(3), a $1,000 investment would be subject to the following
expenses, assuming a 5% annual return on assets:

<TABLE>
If all amounts are invested
in one of the following
Funds:
<CAPTION>
1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Emerging Growth N/A N/A
Enterprise
Global Equity N/A N/A
Real Estate Securities N/A N/A
Growth and Income N/A N/A
Asset Allocation
Domestic Income
Government
Money Market
<FN>

(1) The annual expenses are estimated for the current fiscal year
for the Emerging Growth, Global Equity, Real Estate Securities,
and Growth and Income Funds because none of the Funds has
financial statements covering a period of at least ten months.

(2) If certain voluntary expense reimbursements from the investment
adviser were terminated, management fees and other expenses
(including estimated fees and charges) would have been as set
out in the following table.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Management Other Total
Fees Expenses Expenses
<S> <C> <C> <C>
Emerging Growth
Enterprise
Global Equity
Real Estate Securities
Growth and Income
Asset Allocation
Domestic Income
Government
Money Market
<FN>

(3) In this Example and the Example that follows, "N/A" indicates
that SEC rules require that the Emerging Growth, Global Equity,
Real Estate Securities, and Growth and Income Funds complete
the Example for only the one and three year periods.
</FN>

</TABLE>

<PAGE>

Example If you do NOT surrender your Contract a $1,000 investment
would be subject to the following expenses, assuming a 5%
annual return on assets:

THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. Actual expenses may be greater or less than those shown. Similarly,
the assumed 5% annual rate of return is not an estimate or a guarantee of
future investment performance.

SYNOPSIS OF CONTRACT PROVISIONS

This synopsis should be read together with the other information set
forth in this Prospectus. Variations due to requirements particular to your
state are described in supplements which are attached to this Prospectus, or
in endorsements to your Contract, as appropriate.

The Contracts are designed to provide retirement benefits through the
accumulation of purchase payments on a fixed or variable basis, and by the
application of such accumulations to provide Fixed or Variable Annuity
Payments.

MINIMUM INVESTMENT REQUIREMENTS

Your initial purchase payment must be at least $10,000. The amount of any
subsequent purchase payment that you make must be at least $100. If your
Account Value falls below $500, we may cancel your interest in the Contract
and treat it as a full surrender. We also may transfer funds from a Division
(other than the Money Market Division) or Guarantee Period under your Contract
without charge to the Money Market Division if the Account Value of that
Division or Guarantee Period falls below $500. See "Contract Issuance and
Purchase Payments."

PURCHASE PAYMENT ACCUMULATION

Purchase payments will be accumulated on a variable or fixed basis until
the Annuity Commencement Date. For variable accumulation, you may allocate
part or all of your Account Value to one or more of the nine available
Divisions of Separate Account D. Each such Division invests solely in shares
of one of nine corresponding mutual fund Funds. See "The Funds." As the value
of the investments in a Fund's shares increases or decreases, the value of
accumulated purchase payments allocated to the corresponding Division
increases or decreases, subject to applicable charges and deductions. See
"Variable Account Value."

<PAGE>

For fixed accumulation, you may allocate part or all of your Account
Value to one or more of the five Guarantee Periods currently available in our
Fixed Account. Each Guarantee Period is for a different period of time and has
a different Guaranteed Interest Rate. While allocated to a Guarantee Period,
the value of accumulated purchase payments increases at the Guaranteed
Interest Rate applicable to that Guarantee Period. See "The Fixed Account."

FIXED AND VARIABLE ANNUITY PAYMENTS

You may elect to receive Fixed or Variable Annuity Payments, or a
combination thereof, commencing on the Annuity Commencement Date. Fixed
Annuity Payments are periodic payments from AG Life, the amount of which is
fixed and guaranteed by AG Life. The amount of the payments will depend on the
Annuity Payment Option chosen, the age and, in some cases, sex 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 AG Life will vary reflecting the
net investment return of the Division or Divisions chosen in connection with a
variable Annuity Payment Option. 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 greater than the previous payment. If the net
investment return for a month is less than the assumed interest rate, the
monthly payment will be less than the previous payment. The assumed interest
rate used in the Contract's annuity tables is 3.5%. AG Life may in the future
offer other forms of Contract with a lower assumed interest rate, and reserves
the right to discontinue the offering of the higher interest rate form of
Contract. See "Annuity Period and Annuity Payment Options."

CHANGES IN ALLOCATIONS AMONG DIVISIONS AND GUARANTEE PERIODS

Prior to the Annuity Commencement Date, you may modify your election with
respect to the allocation of future purchase payments to each of the various
Divisions and Guarantee Periods, without charge.

In addition, you may reallocate your Account Value among the Divisions
and Guarantee Periods prior to the Annuity Commencement Date. Transfers out of
a Guarantee Period, however, are subject to limitations as to amount. For
these and other terms and conditions of transfer, see "Transfer, Surrender and
Partial Withdrawal of Owner Account Value - Transfers."

After the Annuity Commencement Date, you may make transfers among the
Divisions or to a fixed Annuity Payment Option, but you may not make transfers
from a fixed Annuity Payment Option. See "Annuity Period and Annuity Payment
Options - Transfers."

SURRENDERS, WITHDRAWALS AND CANCELLATIONS

You may make a total surrender of or partial withdrawal from your
Contract at any time prior to the Annuity Commencement Date, by Written
request to us. A Surrender Charge may be assessed and some surrenders and
withdrawals may subject you to tax penalties. See "Surrenders and Partial
Withdrawals."

<PAGE>

You may cancel your Contract by delivering it or mailing it with a
Written cancellation request to our Home Office or to the sales representative
through whom it was purchased, before the close of business on the tenth day
after you receive the Contract. (In some cases, the Contract may provide for a
20 or 30-day, rather than a ten-day period.) If the foregoing items are sent
by mail, properly addressed and postage prepaid, they will be deemed to be
received by us on the date actually received.

We will refund to you the Owner Account Value plus any premium taxes and
Annual Contract Fee that have been deducted. In states where the law so
requires, however, we will refund the greater of that amount or the amount of
your purchase payments, or, if the law permits, the amount of your purchase
payments.

DEATH PROCEEDS

In the event that the Annuitant or Owner dies prior to the Annuity
Commencement Date, a benefit is payable to the Beneficiary. See "Death
Proceeds Prior to the Annuity Commencement Date."

LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS

Certain rights you would otherwise have under a Contract may be limited
by the terms of any applicable employee benefit plan. These limitations may
restrict such things as total and partial surrenders, the amount or timing of
purchase payments that may be made, when annuity payments must start and the
type of annuity options that may be selected. Accordingly, you should
familiarize yourself with these and all other aspects of any retirement plan
in connection with which a Contract is used. We are not responsible for
monitoring or assuring compliance with the provisions of any retirement plan.

COMMUNICATIONS TO US

All communications to us should include your Contract number, your name
and, if different, the Annuitant's name. Communications may be directed to the
addresses and phone numbers on the cover of this Prospectus.

Except as otherwise specified in this Prospectus, purchase payments or
other communications are deemed received at our Home Office on the actual date
of receipt there in proper form unless received (1) after the close of regular
trading on The New York Stock Exchange or (2) on a date that is not a
Valuation Date. In either of these two cases, the date of receipt will be
deemed to be the next Valuation Date.

FINANCIAL AND PERFORMANCE INFORMATION

Financial statements of AG Life and Separate Account D, including
financial information about the Divisions which invest in the Funds of the Van
Kampen American Capital Life Investment Trust, are included in the Statement.
See "Contents of Statement of Additional Information."

<PAGE>

From time to time, Separate Account D may include in advertisements and
other sales materials several types of performance information for the
Divisions, including "average annual total return," "total return," and
"cumulative total return." The Domestic Income Division, the Government
Division, and the Growth and Income Division may also advertise "yield." The
Money Market Division may advertise "yield" and "effective yield."

Each of these figures is based upon historical information and is not
necessarily representative of the future performance of a Division. Moreover,
these performance figures do not represent the actual experience of amounts
invested by a particular Owner. The investment experience for each Division
reflects the investment performance of the separate investment Fund currently
funding such Division for the periods stated, except that for periods prior to
the time when the Contract became available, the results were calculated by
applying all applicable charges and fees at the Separate Account level for the
Contract, as noted below, to the historical Fund performance results for such
periods.

Average annual total return, total return, and cumulative total return
calculations measure the net income of a Division plus the effect of any
realized or unrealized appreciation or depreciation of the underlying
investments in the Division for the period in question. Average annual total
return figures are annualized and, therefore, represent the average annual
percentage change in the value of an investment in a Division over the
applicable period. Total return figures are also annualized, but do not, as
described below, include the effect of any applicable Surrender Charge or
Annual Contract Fee. Cumulative total return figures represent the cumulative
change in value of an investment in a Division for various periods.

Yield is a measure of the net dividend and interest income earned over a
specific one month or 30-day period (seven-day period for the Money Market
Division) expressed as a percentage of the value of the Division's
Accumulation Units. Yield is an annualized figure, which means that it is
assumed that the Division generates the same level of net income over a one
year period which is compounded on a semi-annual basis. The effective yield
for the Money Market Division is calculated similarly but includes the effect
of assumed compounding. The Money Market Division's effective yield will be
slightly higher than its yield due to this compounding effect.

Average annual total return figures include the deduction of all
recurring charges and fees applicable under the Contract to all Owner
accounts, including the Mortality and Expense Risk Charge, the Administrative
Expense Charge, the applicable Surrender Charge that may be imposed at the end
of the period in question, and a pro-rated portion of the Annual Contract Fee.
Yield, effective yield, total return, and cumulative total return figures do
not include the effect of any Surrender Charge that may be imposed upon the
redemption of Accumulation Units, and thus may be higher than if such charge
were deducted. Total return and cumulative total return figures also do not
include the effect of the Annual Contract Fee. We may waive or reimburse
certain fees or charges applicable to the Contract and such waivers or
reimbursements will affect each Division's performance results. Additional
information concerning a Division's performance appears in the Statement of
Additional Information.

<PAGE>

AG Life may also advertise its ratings by independent financial rating
services, such as A.M. Best Company, Standard & Poor's, and Duff & Phelps.
Best's Insurance Reports, Life-Health Edition, 1994 reconfirmed AG Life's
rating of A++ (Superior) as of _______, 1995 for financial position and
operating performance. AG Life has received the highest rating of AAA
(Superior) from Standard & Poor's Corporation, reconfirmed as of _______, 1996
and the highest rating of AAA from Duff & Phelps Credit Rating Co.,
reconfirmed as of ______, 1995. The ratings from these three nationally
recognized rating organizations reflect the claims paying ability and
financial strength of AG Life and are not a rating of investment performance
that purchasers of insurance products have experienced or are likely to
experience in the future.

In addition, AG Life may include in certain advertisements endorsements
in the form of a list of organizations, individuals or other parties that
recommend the Company or the Contracts. AG Life may occasionally include in
advertisements comparisons of currently taxable and tax-deferred investment
programs, based on selected tax brackets, or discussions of alternative
investment vehicles and general economic conditions.

FINANCIAL INFORMATION

The financial statements of AG Life are located in the Statement. See the
cover page of the Prospectus for information on how to obtain a copy of the
Statement. The financial statements of AG Life should be considered only as
bearing on the ability of AG Life to meet its contractual obligations under
the Contracts; they do not bear on the investment performance of Separate
Account D.

The financial statements for Separate Account D are located in the
Statement and relate to the Growth and Income, Asset Allocation, Domestic
Income, Government, and Money Market Divisions. The financial statements of
Separate Account D do not include information regarding the Emerging Growth,
Enterprise, Global Equity, and Real Estate Securities Divisions, because such
Divisions had not commenced operations as of the date of this Prospectus.

AG LIFE

AG Life 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. AG Life is an
indirect, wholly-owned subsidiary of American General Corporation (formerly
American General Insurance Company), a diversified financial services holding
company engaged primarily in the insurance business. The commitments under the
Contracts are AG Life's, and American General Corporation has no legal
obligation to back those commitments.

SEPARATE ACCOUNT D

Separate Account D was originally established on November 19, 1973 and
consists of thirty Divisions, nine of which are available under the Contracts
offered by this Prospectus. Separate Account D is registered with the
Securities and Exchange Commission as a unit investment trust under the 1940
Act.

<PAGE>

Each Division of Separate Account D is part of AG Life's general business
and the assets of Separate Account D belong to AG Life. Under Texas law and
the terms of the Contracts, the assets of Separate Account D will not be
chargeable with liabilities arising out of any other business which AG Life
may conduct, but will be held exclusively to meet AG Life's obligations under
variable annuity contracts. Furthermore, the income, gains, and losses,
whether or not realized, from assets allocated to Separate Account D, are, in
accordance with the Contracts, credited to or charged against the Separate
Account without regard to other income, gains, or losses of AG Life.

THE FUNDS

The variable benefits under the Contracts are funded by nine Divisions of
the Separate Account. These Divisions invest in shares of nine separate
investment Funds of the Van Kampen American Capital Life Investment Trust
("Trust"), which are sold, without sales charges, exclusively to insurance
company separate accounts and not sold directly to the public. The Trust also
offers its shares to variable annuity and variable life insurance separate
accounts of insurers that are not affiliated with AG Life. We do not see any
conflict between Owners of Contracts and owners of variable life insurance
policies or variable annuity contracts issued by insurance companies not
affiliated with AG Life. Nevertheless, the Board of Trustees of the Trust will
monitor to identify any material irreconcilable conflicts that may develop and
determine what, if any, action should be taken in response. If it becomes
necessary for any separate account to replace shares of any Fund with another
investment, the Fund may have to liquidate securities on a disadvantageous
basis.

Any dividends or capital gain distributions attributable to Contracts are
automatically reinvested in shares of the Fund from which they are received at
the Fund's net asset value on the date payable. Such dividends and
distributions will have the effect of reducing the net asset value of each
share of the corresponding Fund and increasing, by an equivalent value, the
number of shares outstanding of the Fund. However, the value of your interest
in the corresponding Division will not change as a result of any such
dividends and distributions.

The names of the Funds in which each available Division invests, are as
follows:

Van Kampen American Capital Life Investment Trust

Emerging Growth Fund
Enterprise Fund
Global Equity Fund
Real Estate Securities Fund
Growth and Income Fund
Asset Allocation Fund
Domestic Income Fund
Government Fund
Money Market Fund

Van Kampen American Capital Asset Management, Inc. is the investment
adviser of each Fund. John Govett & Co. Limited is the investment sub-adviser
for the Global Equity Fund. Hines Interests Realty Advisors Limited
Partnership is the sub-adviser for the Real Estate Securities Fund.

<PAGE>

Before selecting any Division, you should carefully read the prospectus
that includes more complete information about the Fund in which that Division
invests, including investment objectives and policies, charges and expenses.
You may obtain additional copies of such a prospectus by contacting AG Life's
Variable Products Department at the addresses and phone number set forth on
the cover page of this Prospectus. When making your request, please specify
the Fund or Funds in which you are interested.

High yielding fixed-income securities such as those in which the Domestic
Income Fund invests are subject to greater market fluctuations and risk of
loss of income and principal than investments in lower yielding fixed-income
securities. Potential investors in this Division should carefully read the
prospectus and related statement of additional information that pertains to
said Fund and consider their ability to assume the risks of making an
investment in this Division.

VOTING PRIVILEGES

The Owner prior to the Annuity Commencement Date and the Annuitant or
other payee during the Annuity Period will be entitled to give us instructions
as to how Fund shares held in the Divisions of Separate Account D attributable
to their Contract should be voted at meetings of shareholders of the Fund.
Those persons entitled to give voting instructions and the number of votes for
which they may give directions will be determined as of the record date for a
meeting. Separate Account D will vote all shares of each Fund that it holds of
record in accordance with instructions received with respect to all AG Life
annuity contracts participating in that Fund.

Separate Account D will also vote all shares of each Fund for which no
instructions have been received for or against any proposition in the same
proportion as the shares for which voting instructions were received.

Prior to the Annuity Commencement Date, the number of votes each Owner is
entitled to direct with respect to a particular Fund is equal to (a) the
Owner's Variable Account Value attributable to that Fund divided by (b) the
net asset value of one share of that Fund. In determining the number of votes,
fractional votes will be recognized. While a variable Annuity Payment Option
is in effect, the number of votes an Annuitant or payee is entitled to direct
with respect to a particular Fund will be computed in a comparable manner,
based on our liability for future Variable Annuity Payments with respect to
that Annuitant or payee as of the record date. Such liability for future
payments will be calculated on the basis of the mortality assumptions and the
assumed interest rate used in determining the number of Annuity Units under a
Contract and the applicable value of an Annuity Unit on the record date.

Fund shares held by insurance company separate accounts other than
Separate Account D will generally be voted in accordance with instructions of
participants in such other separate accounts.

We believe that AG Life's voting instruction procedures comply with
current federal securities law requirements and interpretations thereof.
However, AG Life reserves the right to modify these procedures in any manner
consistent with applicable legal requirements and interpretations as in effect
from time to time.

<PAGE>

THE FIXED ACCOUNT

AMOUNTS IN THE FIXED ACCOUNT OR SUPPORTING FIXED ANNUITY PAYMENTS BECOME
PART OF OUR GENERAL ACCOUNT. BECAUSE OF EXEMPTIVE AND EXCLUSIONARY PROVISIONS,
INTERESTS IN THE GENERAL ACCOUNT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, NOR IS THE GENERAL ACCOUNT REGISTERED AS AN INVESTMENT COMPANY
UNDER THE 1940 ACT. WE HAVE BEEN ADVISED THAT THE STAFF OF THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURES IN THIS PROSPECTUS THAT
RELATE TO THE FIXED ACCOUNT OR FIXED ANNUITY PAYMENTS. DISCLOSURES REGARDING
THESE MATTERS, HOWEVER, MAY BE SUBJECT TO CERTAIN GENERALLY-APPLICABLE
PROVISIONS OF THE FEDERAL SECURITIES LAWS RELATING TO THE ACCURACY AND
COMPLETENESS OF STATEMENTS IN PROSPECTUSES.

Our obligations with respect to the Fixed Account are legal obligations
of AG Life and are supported by our General Account assets, which also support
obligations incurred by us under other insurance and annuity contracts.
Investments purchased with amounts allocated to the Fixed Account are the
property of AG Life, and Owners have no legal rights in such investments.

Account Value that is allocated by the Owner to the Fixed Account earns a
Guaranteed Interest Rate commencing with the date of such allocation. This
Guaranteed Interest Rate continues for a number of years selected by the Owner
from among the Guarantee Periods that we then offer. At the end of a Guarantee
Period, the Owner's Account Value in that Guarantee Period, including interest
accrued thereon, will be allocated to a new Guarantee Period of the same
length unless AG Life has received a Written request from the Owner to
allocate this amount to a different Guarantee Period or periods or to one or
more of the Divisions of Separate Account D. We must receive this Written
request at least three business days prior to the end of the Guarantee Period.
The first day of the new Guarantee Period (or other reallocation) will be the
day after the end of the prior Guarantee Period. We will notify the Owner at
least 30 days and not more than 60 days prior to the end of any Guarantee
Period. If the Owner's Account Value in a Guarantee Period is less than $500,
we reserve the right to automatically transfer without charge, the balance to
the Money Market Division at the end of that Guarantee Period, unless we have
received in good order Written instructions to transfer such balance to a
different Division.

We declare the Guaranteed Interest Rates from time to time as market
conditions dictate. We advise an Owner of the Guaranteed Interest Rate for a
chosen Guarantee Period at the time a pur chase payment is received, a
transfer is effectuated or a Guarantee Period is renewed. A different rate of
interest may be credited to one Guarantee Period than to another Guarantee
Period that is the same length but that began on a different date. The minimum
Guaranteed Interest Rate is an effective annual rate of 3%.

Currently we make available Guarantee Periods of one, three, five, seven
and ten years. Each Guarantee Period has its own Guaranteed Interest Rate,
which may differ from those for other Guarantee Periods. From time to time we
will, at our discretion, change the Guaranteed Interest Rate for future
Guarantee Periods of various lengths. These changes will not affect the
Guaranteed Interest Rates being paid on Guarantee Periods that have already
commenced. Each allocation or transfer of an amount to a Guarantee Period
commences the running of a new Guarantee Period with respect to that amount,
which will earn a Guaranteed Interest Rate that will continue unchanged until
the end of that period. The Guaranteed Interest Rate will never be less than
the minimum Guaranteed Interest Rate stated in your Contract. We reserve the
right to change the Guarantee Periods that we are making available at any
time.

<PAGE>

AG LIFE'S MANAGEMENT MAKES THE FINAL DETERMINATION OF THE GUARANTEED
INTEREST RATES TO BE DECLARED. AG LIFE CANNOT PREDICT OR ASSURE THE LEVEL OF
ANY FUTURE GUARANTEED INTEREST RATES IN EXCESS OF THE MINIMUM GUARANTEED
INTEREST RATE STATED IN YOUR CONTRACT.

Information concerning the Guaranteed Interest Rates applicable to the
various Guarantee Periods at any time may be obtained from your sales
representative or from the addresses or phone numbers set forth on the cover
page of this Prospectus.

CONTRACT ISSUANCE AND PURCHASE PAYMENTS

The minimum initial purchase payment is $10,000. The amount of any
subsequent purchase payment allocated to any Division or Guarantee Period must
be at least $100. We reserve the right to modify these minimums, in our
discretion.

An application to purchase a Contract must be made by signed Written
application form provided by AG Life or by such other medium or format as may
be agreed to by AG Life and Van Kampen American Capital Distributors, Inc. as
distributor of the Contracts. When a purchase payment accompanies an
application to purchase a Contract and the application is properly completed,
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 Home Office.

If the application is not complete or is incorrectly completed, we will
request additional documents or information within five Valuation Dates after
receipt of the application at our Home Office. If a correctly-completed
application is not received within five Valuation Dates after receipt of the
purchase payment at our Home Office, we will return the purchase payment
immediately unless the prospective purchaser specifically consents to our
retaining the purchase payment until the application is made complete, in
which case the initial purchase payment is credited as of the end of the
Valuation Period in which we receive at our Home Office the last information
required to process the application. Subsequent purchase payments are credited
as of the end of the Valuation Period in which they and any required Written
identifying information, are received at our Home Office. We reserve the right
to reject any application or purchase payment for any reason.

If the Owner's Account Value in any Division falls below $500 because of
a partial withdrawal from the Contract, we reserve the right to transfer,
without charge, the remaining balance to the Money Market Division. If the
Owner's Account value in any Division falls below $500 because of a transfer
to another Division or to the Fixed Account, we reserve the right to transfer
the remaining balance in that Division, without charge and pro rata, to the
Division, Divisions or Fixed Account to which the transfer was made. These
minimum requirements are waived for transfers under the Automatic Rebalancing
program. See "Automatic Rebalancing." If the Owner's total Account Value falls
below $500, we may cancel the Contract. Such a cancellation would be
considered a full surrender of the Contract. We will provide you with 60 days'
advance notice of any such cancellation.

<PAGE>

So long as the Account Value does not fall below $500, you need make no
further purchase payments. You may, however, elect to make subsequent purchase
payments at any time prior to the Annuity Commencement Date and while the
Owner and Annuitant are still living. Checks for subsequent purchase payments
should be made payable to American General Life Insurance Company and
forwarded directly to our Home Office. 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 cover page of this Prospectus. Purchase payments pursuant to
salary reduction plans may be made only with our agreement.

Your purchase payments begin to earn a return in the Divisions of
Separate Account D or the Guarantee Periods of the Fixed Account as of the
date we credit the purchase payments to your Contract. In your application
form, you select (in whole percentages) the amount of each purchase payment
that is to be allocated to each Division and each Guarantee Period. You can
change these allocation percentages at any time by Written notice to us.

OWNER ACCOUNT VALUE

Prior to the Annuity Commencement Date, your Account Value under a
Contract is the sum of your Variable Account Value and Fixed Account Value, as
discussed below.

VARIABLE ACCOUNT VALUE

Your Variable Account Value as of any Valuation Date prior to the Annuity
Commencement Date is the sum of your Variable Account Values in each Division
of Separate Account D as of that date. Your Variable Account Value in any such
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 Account Value is allocated to Separate Account D, you bear
the entire risk of investment losses.

Accumulation Units in a Division are credited to you when you allocate
purchase payments or transferred amounts to that Division. Similarly, such
Accumulation Units are cancelled to the extent you transfer or withdraw
amounts from a Division or to the extent necessary to pay certain charges
under the Contract. The crediting or cancellation of Accumulation Units is
based on the value of such Accumulation Units at the end of the Valuation Date
as of which the related amounts are being credited to or charged against your
Variable Account Value, as the case may be.

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 Period, plus the per share
amount of any dividend or capital gains distribution made with respect to the
Fund shares held by the Division during the current Valuation Period, by (2)
the net asset value per share of the Fund shares held in the Division as
determined at the end of the previous Valuation Period, and subtracting from
that result a factor representing the mortality risk, expense risk and
administrative expense charge.

<PAGE>

FIXED ACCOUNT VALUE

Your Fixed Account Value as of any Valuation Date prior to the Annuity
Commencement Date is the sum of your Fixed Account Value in each Guarantee
Period as of that date. Your Fixed Account Value in any Guarantee Period is
equal to the following amounts, in each case increased by accrued interest at
the applicable Guaranteed Interest Rate: (1) the amount of net purchase
payments, renewals and transferred amounts allocated to the Guarantee Period
less (2) the amount of any transfers or withdrawals out of the Guarantee
Period, including withdrawals to pay applicable charges.

Fixed Account Value is guaranteed by AG Life. Therefore, AG Life bears
the investment risk with respect to amounts allocated to the Fixed Account,
except to the extent that AG Life may vary the Guaranteed Interest Rate for
future Guarantee Periods (subject to the minimum Guaranteed Interest Rate
stated in your Contract).

TRANSFER, AUTOMATIC REBALANCING, SURRENDER AND PARTIAL
WITHDRAWAL OF OWNER ACCOUNT VALUE

TRANSFERS

Commencing 30 days after the Contract's date of issue and prior to the
Annuity Commencement Date, you may transfer your Account Value at any time
among the available Divisions of Separate Account D and Guarantee Periods,
subject to the conditions described below. Such transfers will be effective at
the end of the Valuation Period in which we receive your Written or telephone
transfer request.

If a transfer would cause your Account Value in any Division or Guarantee
Period to fall below $500, we reserve the right to also transfer the remaining
balance in that Division or Guarantee Period in the same proportions as the
transfer request.

Prior to the Annuity Commencement Date and after the first 30 days
following the date the Contract was issued, you may make up to twelve
transfers each Contact Year without charge, but additional transfers will be
subject to a $25 charge. Also, no more than 25% of the Account Value you
allocated to a Guarantee Period at its inception may be transferred during any
Contract Year. This 25% limitation does not apply to transfers from the
one-year Guarantee Period, to transfers within 15 days before or after the end
of the Guarantee Period in which the transferred amounts were being held or to
a renewal at the end of the Guarantee Period to the same Guarantee Period.

Subject to the above general rules concerning transfers, you may
establish an automatic transfer plan, whereby amounts are automatically
transferred by us from the Money Market Division or the one-year Guarantee
Period to one or more other Divisions or Guarantee Periods on a monthly,
quarterly, semi-annual or annual basis. Transfers under such automatic
transfer plan will not count towards the twelve free transfers each Contract
Year, and will not incur a $25 charge. You may obtain additional information
about how to establish an automatic transfer program from your sales
representative or from us at the telephone numbers and addresses on the front
cover of this Prospectus.

<PAGE>

If the person or persons that are entitled to make transfers have
provided a Written request for the Telephone Transfer Privilege form that is
on file with us, transfers may be made pursuant to telephone instructions,
subject to the terms of the Telephone Transfer Privilege authorization. We
will honor telephone transfer instructions from any person who provides the
correct information, so there is a risk of possible loss to you if
unauthorized persons use this service in your name. Currently we attempt to
limit the availability of telephone transfer instructions only to the Owner of
the Contract for which instruction is received. Under the Telephone Transfer
Privilege we are not liable for any acts or omissions based upon instructions
that we reasonably believe to be genuine, including losses arising from errors
in the communication of transfer instructions. We have established procedures
for accepting telephone transfer instructions, which include verification of
the Contract number, the identity of the caller, both the Annuitant's and
Owner's names, and a form of personal identification from the caller. We will
mail to the Owner a written confirmation of the transaction. If several
persons seek to effect telephone transfers at or about the same time, or if
our recording equipment malfunctions, it may be impossible for you to make a
telephone transfer at the time you wish. If this occurs, you should submit a
Written transfer request. Also, if, due to malfunction or other circumstances,
the recording of your telephone request is incomplete or not fully
comprehensible, we will not process the transaction. The phone number for
telephone exchanges is 1-800-247-6584.

The Contracts are not designed for professional market timing organizations or
other entities utilizing programmed and frequent transfers. We reserve the
right at any time and without prior notice to any party to terminate, suspend,
or modify our policy regarding transfers.

AUTOMATIC REBALANCING

Automatic Rebalancing within the Separate Account is available for
Contracts with an Account Value of $25,000 and larger at the time the
application for Automatic Rebalancing is received. Application for Automatic
Rebalancing can be made either at issue or after issue, and may subsequently
be discontinued.

Automatic Rebalancing occurs when funds are transferred by us between the
Separate Account Divisions so that the values in each Division match the
percentage allocation then in effect. Automatic Rebalancing of the Separate
Account Divisions will occur periodically. Automatic Rebalancing does not
permit transfers to or from any Guarantee Period. Transfers under Automatic
Rebalancing will not count towards the twelve free transfers each Contract
Year, and will not incur a $25 charge.

SURRENDERS AND PARTIAL WITHDRAWALS

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

The amount payable to the Owner upon full surrender is the Owner's
Account Value at the end of the Valuation Period in which we receive a Written
surrender request in good order, minus any applicable Surrender Charge, minus
the amount of any uncollected Contract Fee (see "Annual Contract Fee") and
minus any applicable premium tax. Our current practice is to require that you

<PAGE>

return the Contract with any request for a full surrender. After a full
surrender, or if the Owner's Account Value falls to zero, all rights of the
Owner, Annuitant or any other person with respect to the Contract will
terminate, subject to a right to reinstate the Contract. (See "One-Time
Reinstatement Privilege.") All collateral assignees of record must consent to
any full surrender or partial withdrawal.

Your Written request for a partial withdrawal should specify the
Divisions of Separate Account D, or the Guarantee Periods of the Fixed
Account, from which you wish the partial withdrawal to be made. If you do not
specify, or if the withdrawal cannot be made in accordance with your
specification, to the extent necessary the withdrawal will be taken pro-rata
from the Divisions and Guarantee Periods, based on your Account Value in each.
Partial withdrawal requests must be for at least $100 or, if less, all of your
Account Value. If your remaining Account Value in a Division or Guarantee
Period would be less than $500 as a result of the withdrawal (except for the
Money Market Division), we reserve the right to transfer, without charge, the
remaining balance to the Money Market Division. Unless you request otherwise,
upon a partial withdrawal, your Accumulation Units and Fixed Account interests
that are cancelled will have a total value equal to the amount of the
withdrawal request, and the amount payable to you will be the amount of the
withdrawal request less any Surrender Charge, and premium tax if applicable,
payable upon the partial withdrawal.

We also make available a systematic withdrawal plan under which you may
make automatic partial withdrawals at periodic intervals in a specified
amount, subject to the terms and conditions applicable to other partial
withdrawals. Additional information about how to establish such a systematic
withdrawal program may be obtained from your sales representative or from us
at the addresses and phone numbers set forth on the cover page of this
Prospectus. We reserve the right to modify or terminate our procedures for
systematic withdrawals at any time.

The Code provides that a penalty tax will be imposed on certain premature
surrenders or withdrawals. For a discussion of this and other tax implications
of total surrenders and systematic and other partial withdrawals, including
withholding requirements, see "Federal Income Tax Matters."

ANNUITY PERIOD AND ANNUITY PAYMENT OPTIONS

ANNUITY COMMENCEMENT DATE

The Owner may select the Annuity Commencement Date when applying to
purchase a Contract and may change a previously-selected date at any time
prior to the beginning of an Annuity Payment Option by submitting a Written
request, subject to Company approval. The Annuity Commencement Date may be any
day of any month up to the Annuitant's 99th birthday inclusive. See "Federal
Income Tax Matters" for a description of the penalties that may attach to
distributions prior to the Annuitant's attaining age 59 1/2 under any Contract
or after April 1 of the year following the calendar year in which the
Annuitant attains age 70 1/2 under Qualified Contracts.

<PAGE>

APPLICATION OF OWNER ACCOUNT VALUE

We will automatically apply your Variable Account Value in any Division
to provide Variable Annuity Payments based on that Division and your Fixed
Account Value to provide Fixed Annuity Payments. However, if you give us other
Written instructions at least thirty days prior to the Annuity Commencement
Date, we will apply your Account Value in different proportions.

We deduct any applicable state and local premium taxes from the amount of
Account Value being applied to an Annuity Payment Option. In some cases, we
may deduct a Surrender Charge from the amount being applied. See "Surrender
Charge." Subject to any such adjustments, your Variable and Fixed Account
Value are applied to an Annuity Payment Option, as discussed below, as of the
end of the Valuation Period that contains the tenth day prior to the Annuity
Commencement Date.

FIXED AND VARIABLE ANNUITY PAYMENTS

The amount of the first monthly Fixed or Variable Annuity Payment will be
at least as favorable as that produced by the annuity tables set forth in the
Contract, based on the amount of your Account Value that is applied to provide
the Fixed or Variable Annuity Payments. Thereafter, the amount of each monthly
Fixed Annuity Payment is fixed and specified by the terms of the Annuity
Payment Option selected.

Account Value that is applied to provide Variable Annuity Payments is
converted to a number of Annuity Units by dividing the amount of the first
Variable Annuity Payment by the value of an Annuity Unit of the relevant
Division as of the end of the Valuation Period that includes the tenth day
prior to the Annuity Commencement Date. This number of Annuity Units
thereafter remains constant with respect to any Annuitant, and the amount of
each subsequent Variable Annuity Payment is determined by multiplying this
number by the value of an Annuity Unit as of the end of the Valuation Period
that contains the tenth day prior to the date of each payment. If the Variable
Annuity Payments are based on more than one Division, these calculations are
performed separately for each Division. The value of an Annuity Unit at the
end of a Valuation Period is the value of the Annuity Unit at the end of the
previous Valuation Period, multiplied by the net investment factor (see
"Variable Account Value") for the Valuation Period, with an offset for the
3.5% assumed interest rate used in the Contract's annuity tables.

As a result of the foregoing computations, if the net investment return
for a Division for any month is at an annual rate of more than the assumed
interest rate used in the Contract's annuity tables, any Variable Annuity
Payment based on that Division will be greater than the Variable Annuity
Payment based on that Division for the previous month. If the net investment
return for a Division for any month is at an annual rate of less than the
assumed interest rate used in the Contract's annuity tables, any variable
annuity payment based on that Division will be less than the Variable Annuity
Payment based on that Division for the previous month.

<PAGE>

ANNUITY PAYMENT OPTIONS

The Annuity Commencement Date will be extended to the Annuitant's age 99
unless otherwise requested. The Code imposes minimum distribution requirements
that have a bearing on the Annuity Payment Option that should be chosen in
connection with Qualified Contracts. See "Federal Income Tax Matters." We are
not responsible for monitoring or advising Owners as to whether the minimum
distribution requirements are being met, unless we have received a specific
written request to do so.

No election of any Annuity Payment Option may be made unless an initial
annuity payment of at least $100 would be provided, where only a Fixed or only
Variable Annuity Payments are elected, and $50 on each basis when a
combination of Variable and Fixed Annuity Payments is elected. If these
minimums are not met, we will first reduce the frequency of annuity payments,
and if the minimums are still not met, we will make a lump-sum payment to the
Annuitant or other properly-designated payee in the amount of the Owner's
Account Value, less any applicable Surrender Charge, any uncollected Annual
Contract Fee, and any applicable premium tax.

The Owner, or if the Owner has not done so, the Beneficiary may, within
60 days after the death of the Owner or Annuitant, elect that any amount due
to the Beneficiary be applied under any option described below, subject to
certain tax law requirements. See "Death Proceeds." Thereafter, the
Beneficiary will have all the remaining rights and powers under the Contract
and be subject to all the terms and conditions thereof. The first annuity
payment will be made at the beginning of the second month following the month
in which we approve the settlement request. Annuity Units will be credited
based on Annuity Unit Values at the end of the Valuation Period that contains
the tenth day prior to the beginning of said second month.

When an Annuity Payment Option becomes effective, the Contract must be
delivered to our Home Office, in exchange for a payment contract providing for
the option elected.

Information about the relationship between the Annuitant's sex and the
amount of annuity payments, including requirements for gender-neutral annuity
rates in certain states and in connection with certain employee benefit plans
is set forth under "Gender of Annuitant" in the Statement of Additional
Information. See "Contents of Statement of Additional Information."

OPTION 1 - LIFE ANNUITY - Annuity payments are payable monthly during the
lifetime of the Annuitant, ceasing with the last payment due prior to the
death of the Annuitant. It would be possible under this arrangement for the
Annuitant or other payee to receive only one annuity payment if the Annuitant
died prior to the second annuity payment, since no minimum number of payments
is guaranteed.

OPTION 2 - LIFE ANNUITY WITH 120, 180, OR 240 MONTHLY PAYMENTS CERTAIN -
Annuity payments are payable monthly during the lifetime of an Annuitant;
provided, that if the Annuitant dies during the period certain, the
Beneficiary is entitled to receive monthly payments for the remainder of the
period certain.

OPTION 3 - JOINT AND LAST SURVIVOR LIFE ANNUITY - Annuity payments are payable
monthly during the lifetime of the Annuitant and another payee and continue
during the lifetime of the survivor, ceasing with the last payment prior to
the death of the survivor. It is possible under this option for the Annuitant
or other payee to receive only one annuity payment if both die before the
second annuity payment, since no minimum number of payments is guaranteed. If
one of these persons dies before the Annuity Commencement Date, the election
of this option is revoked, the survivor becomes the sole Annuitant, and no
death proceeds are payable by virtue of the death of the other Annuitant.

<PAGE>

OPTION 4 - PAYMENTS FOR DESIGNATED PERIOD - Annuity payments are payable
monthly to an Annuitant or other properly-designated payee, or at his or her
death, the Beneficiary, for a selected number of years ranging from five to
forty. If this option is selected on a variable basis, the designated period
may not exceed the life expectancy of such Annuitant or other
properly-designated payee.

OPTION 5 - PAYMENTS OF A SPECIFIC DOLLAR AMOUNT - The amount due is paid in
equal monthly installments of a designated dollar amount (not less than $125
nor more than $200 per annum per $1,000 of the original amount due) until the
remaining balance is less than the amount of one installment. If the person
receiving these payments dies, the remaining payments continue to be made to
the Beneficiary. Payments under this option are available on a fixed basis
only. To determine the remaining balance at the end of any month, such balance
at the end of the previous month is decreased by the amount of any installment
paid during the month and the result will be accumulated at an interest rate
not less than 4% compounded annually. If the remaining balance at any time is
less than the amount of one installment, such balance will be paid and will be
the final payment under the option.

Under the fourth option there is no mortality guarantee by us, even
though Variable Annuity Payments will be reduced as a result of a charge to
Separate Account D which is partially for mortality risks. See "Charge to
Separate Account D."

A payee receiving Variable (but not Fixed) Annuity Payments under the
fourth option can elect at any time to commute (terminate) such option and
receive the current value of the annuity, which would be based on the values
next determined after the Written request for payment is received by us. The
current value of the annuity under the fourth option is the value of all
remaining annuity payments, assumed to be level, discounted to present value
at an annual rate of 3.5%. Other than by election of such a lump-sum payment
under the fourth option, an Annuity Payment Option may not be terminated once
annuity payments have commenced.

Under federal tax regulations, the election of the fourth or fifth
options may be treated in the same manner as a surrender of the total account.
For tax consequences of such treatment, see "Federal Income Tax Matters."
Also, in such a case, tax-deferred treatment of subsequent earnings may not be
available.

ALTERNATIVE AMOUNT UNDER FIXED LIFE ANNUITY OPTIONS - Each Contract
provides that when Fixed Annuity Payments are to be made under one of the
first three Annuity Payment Options described above, the Owner (or if the
Owner has not elected a payment option, the Beneficiary) may elect monthly
payments to the Annuitant or other properly-designated payee equal to the
monthly payment available under similar circumstances based on single payment
immediate fixed annuity rates then in use by us. The purpose of this provision
is to assure the Annuitant that, at retirement, if the fixed annuity purchase
rate then offered by us for new single payment immediate annuity contracts is
more favorable than the annuity rates guaranteed by the Contract, the
Annuitant or other properly-designated payee will be given the benefit of the
new annuity rates.

In lieu of monthly payments, payments may be elected on a quarterly,
semi-annual or annual basis, in which case the amount of each annuity payment
will be determined on a basis consistent with that described above for monthly
payments.

<PAGE>

TRANSFERS

After the Annuity Commencement Date, the Annuitant or other
properly-designated payee may make one transfer every 180 days among the
available Divisions of Separate Account D or from the Divisions to a fixed
Annuity Payment Option. No charge will be assessed for such transfer. No
transfers from a fixed to a variable Annuity Payment Option are permitted. If
a transfer would cause the value that is attributable to a Contract in any
Division to fall below $500, we reserve the right to transfer the remaining
balance in that Division in the same proportion as the transfer request.
Transfers will be effected at the end of the Valuation Period in which we
receive the Written transfer request at our Home Office. We reserve the right
to terminate or restrict transfers at any time.

DEATH PROCEEDS

DEATH PROCEEDS PRIOR TO THE ANNUITY COMMENCEMENT DATE

The death proceeds described below are payable to the Beneficiary under
the Contract if, prior to the Annuity Commencement Date, any of the following
events occurs: (a) the Annuitant dies and no Contingent Annuitant has been
named under a Non-Qualified contract; (b) the Annuitant dies and we also
receive proof of death of any named Contingent Annuitant; or (c) the Owner
(including the first to die in the case of joint Owners) of a Non-Qualified
Contract dies, regardless of whether said deceased Owner was also the
Annuitant (however, if the Beneficiary is the Owner's surviving spouse, the
Beneficiary may elect to continue the Contract as described in the second
paragraph below). The death proceeds, prior to deduction of any applicable
premium taxes, will equal the greatest of (1) the sum of all net purchase
payments made (less any previously-deducted premium taxes and all prior
partial withdrawals), (2) the Owner's Account Value as of the end of the
Valuation Period in which we receive, at our Home Office, proof of death and
the Written request as to the manner of payment, or (3) the Minimum Death
Benefit, as defined below, plus all net purchase payments less all prior
withdrawals made after determination of the Minimum Death Benefit. The amount
specified in (3) above is not an available option in all states, and you
should therefore consult your sales representative or our Home Office as to
whether it will apply to you. In those states where (3) is not available, the
death proceeds will equal the greater of (1) or (2) above.

Prior to the fifth Contract Anniversary, the Minimum Death Benefit will
be equal to the sum of all net purchase payments made since the date of issue,
less the sum of all partial withdrawals made during the same period.

On the fifth Contract Anniversary, if the Annuitant has not attained age
81, the Minimum Death Benefit will be the highest of the five Account Values
at the end of each of the first five Contract Years after increasing such
values by the sum of all net purchase payments less the sum of all partial
withdrawals made since the end of such Contract Years.

On each Contract Anniversary thereafter (if prior to the Annuitant's age
81), the Minimum Death Benefit will be the greater of (1) the Minimum Death
Benefit as of the previous anniversary, plus the sum of all net purchase
payments less the sum of all partial withdrawals made during the Contract
Year, or (2) the Account Value as of the current Contract Anniversary.

<PAGE>

The Minimum Death Benefit will not be reset after age 80. Therefore, if
the Annuitant is age 76 or older on the date of issue, the Minimum Death
Benefit will not be reset on the fifth anniversary. The Account Value is the
value after deduction for fees. Net purchase payments are purchase payments
less applicable premium tax.

We will pay the death proceeds to the Beneficiary as of the end of the
Valuation Period in which we receive proof of the Owner's or Annuitant's death
and a Written request in good order from the Beneficiary as to the manner of
payment.

If the Owner has not already done so, the Beneficiary may, within sixty
days after the date of death, elect to receive the death proceeds as a lump
sum or in the form of one of the Annuity Payment Options provided in the
Contract. See "Annuity Payment Options." If we receive no request as to the
manner of payment, we will make a lump-sum payment, based on values determined
at that time.

If the Owner under a Non-Qualified Contract dies prior to the Annuity
Commencement Date, the Code requires that all amounts payable under the
Contract be distributed (a) within five years of the date of death or (b) as
annuity payments beginning within one year of the date of death and continuing
over a period not extending beyond the life expectancy of the Beneficiary. If
the Beneficiary is the Owner's surviving spouse, the spouse may elect to
continue the Contract as the new Owner and, if the original Owner was the
Annuitant, as the new Annuitant. If the Owner is not a natural person, these
requirements apply upon the death of the primary Annuitant within the meaning
of the Code. Failure to satisfy these Code distribution requirements may
result in serious adverse tax consequences. Under a parallel section of the
Code, similar requirements apply to retirement plans in connection with which
Qualified Contracts are issued.

DEATH PROCEEDS AFTER THE ANNUITY COMMENCEMENT DATE

If the Annuitant dies following the Annuity Commencement Date, the only
amounts payable to the Beneficiary or other properly-designated payee are any
continuing payments provided for under the Annuity Payment Option selected.
See "Annuity Payment Options." In such a case, the payee will have all the
remaining rights and powers under a Contract and be subject to all the terms
and conditions thereof. Also, if the Annuitant dies following the Annuity
Commencement Date, no Contingent Annuitant can become the Annuitant.

If the payee under a Non-Qualified Contract dies after the Annuity
Commencement Date, any remaining amounts payable under the terms of the
Annuity Payment Option must be distributed at least as rapidly as under the
method of distribution then in effect. If the payee is not a natural person,
this requirement applies upon the death of the primary Annuitant within the
meaning of the Code. Failure to satisfy these requirements of the Code may
result in serious adverse tax consequences. Under a parallel section of the
Code, similar requirements apply to the retirement plans in connection with
which Qualified Contracts are issued.

PROOF OF DEATH

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

<PAGE>

Once we have paid the death proceeds, the Contract terminates and we have
no further obligations thereunder.

CHARGES UNDER THE CONTRACTS

PREMIUM TAXES

When applicable, we will deduct an amount to cover premium taxes imposed by
certain states. Such deduction will be made, in accordance with applicable
state law:

(1) from purchase payment(s) when received; or

(2) from the Owner's Account Value at the time annuity payments begin; or

(3) from the amount of any partial withdrawal; or

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

If premium tax is paid, AG Life may reimburse itself for such tax when
deduction is being made under paragraphs 2, 3, or 4 above calculated by
multiplying the sum of Purchase Payments being withdrawn by the applicable
premium tax percentage.

Applicable premium tax rates depend upon the Owner's then-current place
of residence. Applicable rates currently range from 0% to ___% and 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 related to
distributing the Contracts. We believe, however, that the amount of such
expenses will exceed the amount of revenues generated by the Surrender Charge.
We will pay such excess out of our general surplus, which might include
profits from the charge for the assumption of mortality and expense risks.

Unless a withdrawal is exempt from the Surrender Charge (as discussed
below), the Surrender Charge is a percentage of the amount of each purchase
payment that is withdrawn during the first seven years after it was received.
The percentage declines depending on how many years have passed since the
withdrawn purchase payment was originally credited to your Account Value, as
follows:

<TABLE>
<CAPTION>
Surrender Charge as a
Year of Purchase Percentage of Purchase
Payment Withdrawal Payment Withdrawn

<S> <C>

1st 6%
2nd 6%
3rd 5%
4th 5%
5th 4%
6th 3%
7th 2%
Thereafter 0%
</TABLE>

<PAGE>

Only for the purpose of computing the Surrender Charge, the earliest
purchase payments are deemed to be withdrawn first, and before any amounts in
excess of purchase payments are withdrawn from your Account Value. The
following transactions will be considered as withdrawals for purposes of
assessing the Surrender Charge: total surrender, partial withdrawal,
commencement of an Annuity Payment Option, and termination due to insufficient
Account Value.

Nevertheless, the Surrender Charge will not apply to withdrawals in the
following circumstances:

The amount of withdrawals that exceeds the cumulative amount of your
purchase payments;

Death of the Annuitant, at any age, after the Annuity Commencement
Date;

Death of the Annuitant, at any age, prior to the Annuity
Commencement Date, provided no Contingent Annuitant survives;

Death of the Owner, including the first to die in the case of joint
Owners of a Non-Qualified Contract;

Annuitization over at least 10 years, or life contingent
annuitization where the life expectancy is at least 10 years;

Within the 30 day window under the One-Time Reinstatement Privilege;

If the Owner or Annuitant has been confined to a long-term care
facility, incurred certain extraordinary medical expenses, or is
subject to a terminal illness (to the extent that the rider for
these matters is available in your state), after the first Contract
year as set forth under "Long-Term Care, Catastrophic Medical
Expenses and Terminal Illness".

In the State of Washington, beginning after the Annuitant has attained
age 63, surrender charges which would otherwise be assessed against any
withdrawal may be reduced.

The Surrender Charge also does not apply to the surrender of a Contract,
or to the withdrawal of Contract Value (limited to the Variable Account Value
and the one year Guarantee Period) of a Contract, issued to owners who are:
(1) employees and registered representatives of any broker-dealer authorized
to sell the Contracts, and their spouses and minor children, or (2) officers,
directors, or bona-fide full-time employees of AG Life or American General
Securities Incorporated, the principal underwriter of the Contracts, or their
affiliated companies, or Van Kampen American Capital Distributors, Inc., the
distributor of the Contracts. These waivers of Surrender Charge are based upon
the Contract Owner's status at the time the Contract was purchased.

In addition, the Surrender Charge does not apply to the portion of your
first withdrawal or total surrender in any Contract Year that does not exceed
10% of the amount of your purchase payments that (a) have not previously been
withdrawn and (b) have been credited to the Contract for at least one year. If
multiple withdrawals are made during a Contract Year, the amount eligible for
the free withdrawal will be recalculated at the time of each withdrawal. After
the first Contract Year, non-automatic and automatic withdrawals may be made
in the same Contract Year subject to the 10% limitation. For withdrawals under
a systematic withdrawal plan, Purchase Payments credited for 30 days or more
are eligible for the 10% free withdrawal.

<PAGE>

The Surrender Charge will not apply to any amounts withdrawn which are in
excess of the amount permitted by the 10% free withdrawal privilege, described
above, if such amounts are required to be withdrawn to obtain or retain
favorable tax treatment. This exception is subject to our approval.

A free withdrawal pursuant to any of the foregoing Surrender Charge
exceptions is not deemed to be a withdrawal of purchase payments, except for
purposes of computing the 10% free withdrawal described in the preceding
paragraph. A penalty tax may be imposed on distributions if the recipient is
under age 59 1/2. See "Penalty Tax on Premature Distributions."

TRANSFER CHARGES

The charges to defray the expense of effecting transfers are described
under "Transfer, Automatic Rebalancing, Surrender and Partial Withdrawal of
Owner Account Value - Transfers" and "Annuity Period and Annuity Payment
Options - Transfers." These charges are designed not to yield a profit to us.

ANNUAL CONTRACT FEE

An Annual Contract Fee of $30 will be deducted from each Owner's Account
Value at the end of each Contract Year prior to the Annuity Commencement Date.
This Fee is for administrative expenses (which do not include expenses of
distributing the Contracts), and we do not expect that the revenues we will
derive from this Fee will exceed such expenses. Unless paid directly, the Fee
will be allocated among the Guarantee Periods and Divisions in proportion to
your Account Value in each. The entire Fee for the year will be deducted from
the proceeds of any full surrender. We reserve the right to waive the Fee.

CHARGE TO SEPARATE ACCOUNT D

To cover other administrative expenses not covered by the Annual Contract
Fee discussed above, and to compensate us for assuming mortality and expense
risks under the Contracts, Separate Account D will incur a daily charge at an
annualized rate of 1.40% of the average daily net asset value of Separate
Account D attributable to the Contracts. Of this amount, .15% is for
administrative expenses and 1.25% is for the assumption of mortality and
expense risks. We do not expect to earn a profit on that portion of the charge
which is for administrative expenses, but we do expect to derive a profit from
the portion which is for the assumption of mortality and expense risks. There
is no necessary relationship between the amount of administrative charges
imposed on a given Contract and the amount of expenses actually attributable
to that Contract.

In assuming the mortality risk, we are subject to the risk that our
actuarial estimate of mortality rates may prove erroneous and that Annuitants
will live longer than expected, or that more Owners or Annuitants than
expected will die at a time when the death benefit guaranteed by us is higher
than the net surrender value of their interests in the Contracts. In assuming
the expense risk, we are subject to the risk that the revenues from the
expense charges under the Contracts (which charges are guaranteed not to be
increased) will not cover our expense of administering the Contracts.

<PAGE>

MISCELLANEOUS

Charges and expenses are paid out of the assets of each Fund, as
described in the prospectus relating to that Fund. We reserve the right to
impose charges or establish reserves for any federal or local taxes incurred
or that may be incurred by us, and that may be deemed attributable to the
Contracts.

SYSTEMATIC WITHDRAWAL PLAN

Automatic partial withdrawals, with minimum payments of $100, may be made
at periodic intervals through a systematic withdrawal program and the Contract
Owner may choose from payment schedules of monthly, quarterly, or annually,
and may start, stop, increase or decrease payments. Withdrawals may start as
early as 30 days after the issue date of the Contract and may be taken from
the Fixed Account or any Division, as specified by the Owner. Systematic
withdrawals are subject to the terms and conditions applicable to other
partial withdrawals, including Surrender Charges and exceptions to Surrender
Charges.

ONE-TIME REINSTATEMENT PRIVILEGE

If the Account Value is at least $500, the Owner may elect to reinvest
all of the proceeds that were previously liquidated from the Contract within
the past 30 days and have the Surrender Charge and any Annual Contract Fee not
then due credited back to the Contract. The funds will be reinvested at the
value next following the date of receipt of the reinstated Account Value.
Unless you request otherwise, the reinstated Account Value will be allocated
among the Divisions and Guarantee Periods in the same proportions as the prior
surrender. You may use this privilege only once.

REDUCTION IN SALES OR ADMINISTRATIVE CHARGES

We may reduce the sales or administrative charges imposed under certain
Qualified Contracts in connection with employer-sponsored plans. Any such
reductions will reflect differences in costs or services (due to such factors
as reduced sales expenses or administrative efficiencies relating to serving a
large number of employees of a single employer and functions assumed by the
employer that we otherwise would have to perform) and will not be unfairly
discriminatory as to any person.

LONG-TERM CARE, CATASTROPHIC MEDICAL
EXPENSES AND TERMINAL ILLNESS

THE RIDER DESCRIBED BELOW IS NOT AVAILABLE IN ALL STATES, AND YOU SHOULD
THEREFORE CONSULT YOUR SALES REPRESENTATIVE OR OUR HOME OFFICE AS TO WHETHER
IT WILL APPLY TO YOU. THERE IS NO SEPARATE CHARGE FOR THIS RIDER.

LONG-TERM CARE

Pursuant to a special Contract rider, after the first Contract Year, no
Surrender Charge will apply during any period of time that the Annuitant is
confined for 30 days or more (or within 30 days after discharge) in a hospital
or state-licensed in-patient nursing facility. We must receive Written proof
of such confinement that is satisfactory to us.

<PAGE>

In addition, after the first Contract Year, no Surrender Charge will
apply if the Owner, Owner's spouse, or the Owner's or Annuitant's dependent is
confined for 30 days or more in a hospital or state-licensed in-patient
nursing facility, and such confinement is expected to be permanent. We must
receive Written proof of such confinement that is satisfactory to us.

CATASTROPHIC MEDICAL EXPENSES

The rider provides that, after the first Contract Year no Surrender
Charge will apply to a partial or total surrender equal to or less than the
amount of certain major medical expenses. To consider this waiver, we must
receive Written proof satisfactory to us that the Owner or Annuitant is
responsible in one twelve month period (beginning after the first Contract
Year) for payment, after receiving all reimbursements, of $50,000 or more of
medical expenses incurred by the Owner, the Annuitant, and/or one or more
dependents of the Owner or the Annuitant.

TERMINAL ILLNESS

The rider also provides that, after the first Contract Year, no Surrender
Charge will apply if we have received a physician's Written certification that
the Owner or Annuitant is terminally ill and not expected to live more than
twelve months and have waived or exercised our right to a second physician's
opinion.

OTHER ASPECTS OF THE CONTRACTS

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

OWNERS, ANNUITANTS, AND BENEFICIARIES; ASSIGNMENTS

The Owner of a Contract will be the same as the Annuitant, unless the
purchaser designates a different Owner when applying to purchase a Contract.
In the case of joint ownership, both Owners must join in the exercise of any
rights or privileges under the Contract. The Annuitant and any Contingent
Annuitant are designated in the application for a Contract and may not
thereafter be changed.

The Beneficiary and any Contingent Beneficiary are designated when
applying to purchase a Contract. A Beneficiary or Contingent Beneficiary may
be changed by the Owner prior to the Annuity Commencement Date, while the
Annuitant is still alive, and by the payee following the Annuity Commencement
Date. Any designation of a new Beneficiary or Contingent Beneficiary is
effective as of the date it is signed but will not affect any payments we make
or action we take before receiving the Written request. We also need the
Written consent of any irrevocably-named Beneficiary or Contingent Beneficiary
before making a change. Under certain retirement programs, spousal consent may
be required to name a Beneficiary other than the spouse or to 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 no named Beneficiary or Contingent Beneficiary is living at the time
any payment is to be made, the Owner will be the Beneficiary, or if the Owner
is not then living, the Owner's estate will be the Beneficiary.

<PAGE>

Rights under a Qualified Contract may be assigned only in certain narrow
circumstances referred to therein. 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. A change in
ownership rights must be made in Writing and a copy must be sent to our Home
Office. The change will be effective on the date it was made, although 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 Owners (or persons receiving payments following the
Annuity Commencement Date), at their last known address of record, any reports
and communications required by applicable law or regulation. You should
therefore give us prompt written notice of any address change.

RIGHTS RESERVED BY US

Upon notice to the Owner, a Contract may be modified by us, to the extent
necessary in order to (1) operate Separate Account D in any form permitted
under the 1940 Act or in any other form permitted by law; (2) transfer any
assets in any Division to another Division, or to one or more separate
accounts, or the Fixed Account; (3) add, combine or remove Divisions in
Separate Account D, or combine the Separate Account with another separate
account; (4) add, restrict or remove Guarantee Periods of the Fixed Account;
(5) make any new Division available to you on a basis to be determined by us;
(6)substitute, for the shares held in any Division, the shares of another Fund
or the shares of another investment company or any other investment permitted
by law; (7) make any changes required by the Code or by any other applicable
law, regulation or interpretation in order to continue treatment of the
Contract as an annuity; or (8) make any changes required to comply with the
rules of any Fund. When required by law, we will obtain your approval of
changes and the approval of any appropriate regulatory authority.

PAYMENT AND DEFERMENT

Amounts surrendered or withdrawn from a Contract will normally be paid
within seven calendar days after the end of the Valuation Period in which we
receive the Written surrender or withdrawal request in good order. In the case
of payment of death proceeds, if we do not receive a Written request as to the
manner of payment within 60 days after the death of the Owner or Annuitant,
any death benefit proceeds will be paid as a lump sum, normally within seven
calendar days after the end of the Valuation Period that contains the last day
of said 60 day period. We reserve the right, however, to defer payment or
transfers of amounts out of the Fixed Account for up to six months. 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 and
annuity payment amounts or death benefit amounts of any portion of the
Variable Account Value if (a) the New York Stock Exchange is closed other than
customary weekend and holiday closings, or trading on the New York Stock
Exchange is restricted; (b) an emergency exists, as a result of which disposal
of securities is not reasonably practicable or it is not reasonably
practicable to fairly determine the Variable Account Value; or (c) the
Securities and Exchange Commission by order permits the delay for the
protection of Owners. Transfers and allocations of Account Value among the
Divisions and the Fixed Account may also be postponed under these
circumstances.

<PAGE>

FEDERAL INCOME TAX MATTERS

GENERAL

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

The discussion is based on the law, regulations and interpretations
existing on the date of this Prospectus. These authorities, however, are
subject to change by Congress, the Treasury Department and judicial decisions.

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

NON-QUALIFIED CONTRACTS

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

TAX DEFERRAL PRIOR TO ANNUITY COMMENCEMENT DATE. Owners who are natural
persons are not taxed currently on increases in their Account Value resulting
from interest earned in the Fixed Account or, if certain diversification
requirements are met, the investment experience of Separate Account D. This
treatment applies to Separate Account D only if it invests in Funds that are
"adequately diversified" in accordance with Treasury Department regulations.
Although we do not control the Funds, the investment adviser to the Funds has
undertaken to use its 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 Owners to current
taxation of income in the Contract that has not previously been taxed. Income
means the excess of the Account Value over the Owner's investment in the
Contract (discussed below).

Current regulations do not provide guidance as to any circumstances in
which control over allocation of values among different investment
alternatives may cause Owners or persons receiving annuity payments to be
treated as the owners of Separate Account D assets for tax purposes. We
reserve the right to amend the Contracts in any way necessary to avoid any
such result. The Treasury Department has stated that it may establish
standards in this regard through regulations or rulings. Such standards may
apply only prospectively, although retroactive application is possible if such
standards are considered not to embody a new position.

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

TAXATION OF ANNUITY PAYMENTS. Each annuity payment received after the
Annuity Commencement Date is excludible from gross income in part. In the case
of Fixed Annuity Payments, the excludible portion is determined 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 amount paid is multiplied by the ratio
of the investment in the

<PAGE>

Contract to the number of expected payments. In both cases, the remaining
portion of each annuity payment, and all payments made after the investment in
the Contract has been reduced to zero, are included in the payee's income.
Should annuity payments cease on account of the death of the Annuitant before
the investment in the Contract has been fully recovered, the payee is allowed
a deduction for the unrecovered amount. If the payee is the Annuitant, the
deduction is taken on the final tax return. If the payee is a Beneficiary,
that Beneficiary may recover the balance of the total investment as payments
are made or on the Beneficiary's final tax return. An Owner's "investment in
the Contract" is the amount equal to the portions of purchase payments made by
or on behalf of the 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 Owner's
Account Value exceeds the investment in the Contract. In the event a Contract
is surrendered in its entirety, any amount received in excess of the
investment in the Contract is includible in income, and any remaining amount
received is excludible from income. All annuity contracts issued by us to the
same Owner during any calendar year are to be aggregated for purposes of
determining the amount of any distribution that is includible in gross income.

PENALTY TAX ON PREMATURE DISTRIBUTIONS. A penalty tax is imposed on
distributions under a Contract equal to 10% of the amount includible in
income. The penalty tax will not apply, however, to (1) distributions made
after the recipient attains age 59 1/2, (2) distributions on account of the
recipient's becoming disabled, (3) distributions that are made after the death
of the Owner prior to the Annuity Commencement Date or 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), and
(4) distributions that are part of a series of substantially equal periodic
payments made over the life (or life expectancy) of the Annuitant or the joint
life (or joint life expectancies) of the Annuitant and the Beneficiary.
Premature distributions may result, for example, from an early Annuity
Commencement Date, an early surrender, partial withdrawal from or assignment
of a Contract, or the early death of an Annuitant, unless clause (3) 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 with respect to 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")

PURCHASE PAYMENTS. Individuals who are not active participants in a
tax-qualified retirement plan may, in any year, deduct from their taxable
income purchase payments for an IRA equal to the lesser of $2,000 or 100% of
the individual's earned income, plus $250 for the benefit of a noncompensated
spouse. No more than $2,000 may be contributed to either spouse's IRA for any
year. Single persons who participate in a tax-qualified retirement plan and
who have adjusted gross income not in excess of $25,000 may fully deduct their
IRA purchase payments. Those who have adjusted gross income in excess of
$35,000 will not be able to deduct purchase payments, and for those with
adjusted gross income between $25,000 and $35,000 the deduction is phased out
based on the amount of income. Similarly, the otherwise deductible portion of
an IRA purchase payment will be phased out, in the case of married individuals
filing joint tax returns, with adjusted gross income between $40,000 and

<PAGE>

$50,000, and in the case of married individuals filing separately, with
adjusted gross income between $0 and $10,000. Individuals who are precluded
from deducting all or a portion of their purchase payments because of
participation in a tax-qualified retirement plan may still make non-deductible
contributions on which earnings will be tax deferred. The total of deductible
and non-deductible contributions may not exceed the lesser of $2,000 or 100%
of earned income, plus $250 for the benefit of a noncompensated spouse.

DISTRIBUTIONS FROM AN IRA. Amounts received under an IRA as annuity
payments, upon partial withdrawal or total surrender, or on the death of the
Annuitant, are included in the Annuitant's or other recipient's income. If
nondeductible purchase payments have been made, a pro rata portion of such
distributions may not be included in income. A 10% penalty tax is imposed on
the amount includible in gross income from distributions that occur before the
Annuitant attains age 59 1/2 and that are not made on account of death or
disability, with certain exceptions. These exceptions include distributions
that are part of a series of substantially equal periodic payments made over
the life (or life expectancy) of the Annuitant or the joint lives (or joint
life expectancies) of the Annuitant and the Beneficiary. Distributions of
minimum amounts specified by the Code must commence by April 1 of the calendar
year following the calendar year in which the Annuitant attains age 70 1/2.
Additional distribution rules apply after the death of the Annuitant. These
rules are similar to those governing distributions on the death of an Owner
(or other payee during the Annuity Period) under a Non-Qualified Contract. See
"Death Proceeds." Failure to comply with the minimum distribution rules will
result in the imposition of a penalty tax of 50% of the amount by which the
minimum distribution required exceeds the actual distribution.

TAX FREE ROLLOVERS. Amounts may be transferred in a tax-free rollover
from a tax-qualified plan to an IRA (and from one IRA to another IRA) if
certain conditions are met. All taxable distributions ("eligible rollover
distributions") from tax qualified plans are eligible to be rolled over with
the exception of (1) annuities paid over a life or life expectancy, (2)
installments for a period of ten years or more, and (3) required minimum
distributions under section 401(a)(9) of the Code.

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

SIRAs. Spousal individual retirement annuities ("SIRAs") are subject to
the same federal income tax treatment and rules that are discussed above with
respect to IRAs generally.

SIMPLIFIED EMPLOYEE PENSION PLANS

Employees and employers may establish an IRA plan known as a simplified
employee pension plan ("SEP"), if certain requirements are met. An employee
may make contributions to a SEP in accordance with the rules applicable to
IRAs discussed above. Employer contributions to an employee's SEP are
deductible by the employer and are not currently includible in the taxable
income of the employee. However, total employer contributions are limited to
15% of an employee's compensation or $30,000, whichever is less.

<PAGE>

OTHER QUALIFIED PLANS

PURCHASE PAYMENTS. Purchase payments made by an employer under a pension,
profit-sharing, or annuity plan qualified under section 401 or 403(a) of the
Code, not in excess of certain limits, are deductible by the employer. Such
purchase payments are also excluded from the current income of the employee.

DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE. To the extent that
purchase payments are includible in an employee's taxable income, they (less
any amounts previously received that were not includible in the employee's
taxable income) represent his or her "investment in the Contract." Amounts
received prior to the Annuity Commencement Date under a Contract in connection
with a section 401 or 403(a) plan are generally allocated on a pro-rata basis
between the employee's investment in the Contract and other amounts. With
respect to the taxable portion of a lump-sum distribution (as defined in the
Code), an averaging rule may be applicable that allows computation of tax as
if the amount were received over a period of five years. A lump-sum
distribution will not be includible in income in the year of distribution if
the employee transfers, within 60 days of receipt, all amounts received, less
the employee's investment in the Contract), to another tax-qualified plan or
to an individual retirement account or an IRA in accordance with the rollover
rules under the Code. However, any amount that is not distributed as a direct
rollover will be subject to 20% income tax withholding. See "Tax Free
Rollovers." Special tax treatment may be available in the case of certain
lump-sum distributions that are not rolled over to another plan or IRA.

A 10% penalty tax is imposed on the amount includible in gross income
from distributions that occur before the employee's attaining age 59 1/2 and
that are not made on account of death or disability, with certain exceptions.
These exceptions include distributions that are (1) part of a series of
substantially equal periodic payments beginning after the employee separates
from service and made over the life (or life expectancy) of the employee or
the joint lives (or joint life expectancies) of the employee and the
Beneficiary, (2) made after the employee's separation from service on account
of early retirement after age 55, or (3) made to an alternate payee pursuant
to a qualified domestic relations order.

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

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

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.

<PAGE>

These types of programs allow individuals to defer receipt of up to 100%
of compensation that would otherwise be includible in income and therefore to
defer the payment of federal income taxes on such amounts, as well as earnings
thereon. Purchase payments made by the employer, however, are not immediately
deductible by the employer, and the employer is currently taxed on any
increase in Account Value.

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

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

EXCESS DISTRIBUTIONS - 15% TAX

Certain persons, particularly those who participate in more than one
tax-qualified retirement plan, may be subject to an additional tax of 15% on
certain excess aggregate distributions from those plans. In general, excess
distributions are taxable distributions for all tax qualified plans in excess
of a specified annual limit for payments made in the form of an annuity
(currently $150,000) or five times the annual limit for lump-sum
distributions.

FEDERAL INCOME TAX WITHHOLDING AND REPORTING

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

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

TAXES PAYABLE BY AG LIFE AND SEPARATE ACCOUNT D

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

Certain Funds may elect to pass through to AG Life any taxes withheld by
foreign taxing jurisdictions on foreign source income. Such an election will
result in additional taxable income and income tax to AG Life. The amount of
additional income tax, however, may be more than offset by credits for the
foreign taxes withheld which are also passed through. These credits may
provide a benefit to AG Life.

<PAGE>

DISTRIBUTION ARRANGEMENTS

The Contracts will be sold by individuals who, in addition to being licensed
by state insurance authorities to sell the Contracts of AG Life, are also
registered representatives of American General Securities Incorporated
("AGSI"), the principal underwriter of the Contracts, or registered
representatives of Van Kampen American Capital Distributors, Inc. ("Van Kampen
Distributors") or other broker-dealer firms or representatives of other firms
that are exempt from broker-dealer regulation. AGSI, Van Kampen Distributors
and any such other broker-dealer firms are registered with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 as
broker-dealers and are members of the National Association of Securities
Dealers, Inc. AGSI is a wholly-owned subsidiary of AG Life. AGSI's principal
business address is the same as that of our Home Office. The interests under
the Contracts are offered on a continuous basis. AGSI and Van Kampen
Distributors have entered into certain revenue and cost-sharing arrangements
in connection with the marketing of the Contracts.

AG Life compensates Van Kampen Distributors and other broker-dealers that sell
the Contracts according to one or more compensation schedules. The schedules
provide for commissions ranging from 4.75% up to 6% of first year purchase
payments received pursuant to the Contracts. In addition, depending on the
schedule selected, AG Life may pay continuing "trail" commissions ranging from
0.25% to 0.50% of Contract Account Value. AG Life also has agreed to pay Van
Kampen Distributors for its promotional activities, such as the solicitation
of selling group agreements between broker-dealers and AG Life, agent
appointments with AG Life, printing and development of sales literature to be
used by AG Life-appointed agents as well as related marketing support and
related special promotional campaigns. These distribution expenses do not
result in any additional charges under the Contracts that are not described
under "Charges under the Contracts."

LEGAL MATTERS

The legality of the Contracts described in this Prospectus has been
passed upon by Steven A. Glover, Esquire, with the law department of AG Life.
Freedman, Levy, Kroll & Simonds, Washington, D.C., has advised AG Life on
certain federal securities law matters.

OTHER INFORMATION ON FILE

A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933 with respect to the Contracts
discussed in this Prospectus. Not all of the information set forth in the
Registration Statement and exhibits thereto has been included in this
Prospectus. Statements contained in this Prospectus concerning the Contracts
and other legal instruments are intended to be summaries. For a complete
statement of the terms of these documents, reference should be made to the
instruments filed with the Securities and Exchange Commission.

<PAGE>

A Statement of Additional Information is available from us on request.
Its contents are as follows:

CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

General Information ....................................................
Regulation and Reserves ................................................
Independent Auditors....................................................
Services................................................................
Underwriters............................................................
Annuity Payments........................................................
A. Gender of Annuitant...............................................
B. Misstatement of Age or Sex and Other Errors ......................
Change of Investment Adviser or Investment Policy ......................
Terms of Exemptive Relief in Connection with Mortality
and Expense Risk Charge ..............................................
Performance Data for the Divisions .....................................
Financial Statements....................................................
Index to Financial Statements ..........................................

<PAGE>
(THIS DOCUMENT IS NOT PART OF A PROSPECTUS)

INDIVIDUAL RETIREMENT ANNUITY DISCLOSURE STATEMENT
INTRODUCTION

THIS DISCLOSURE STATEMENT IS DESIGNED FOR PRESENT OWNERS OF IRAS ISSUED BY
AMERICAN GENERAL LIFE INSURANCE COMPANY.

This Disclosure Statement is not part of your contract but contains general
and standardized information which must be furnished to each person who is
issued an Individual Retirement Annuity. You must refer to your policy to
determine your specific rights and obligations thereunder.

REVOCATION

If you are purchasing a new or rollover IRA, then if for any reason you, as a
recipient of this Disclosure Statement, decide within 20 days from the date
your policy is delivered that you do not desire to retain your IRA, written
notification to the Company must be mailed, together with your policy, within
that period. If such notice is mailed within 20 days, all contributions,
without adjustments for any applicable sales commissions or administrative
expenses, will be refunded.

Mail notification of revocation and your policy to:

American General Life Insurance Company
Annuity Administration Department
P. O. Box 1401
Houston, Texas 77251-1401
(Phone No. (800) 247-6584).

ELIGIBILITY

Under Internal Revenue Code ("Code") section 219, if neither you, nor your
spouse, is an active participant (see a. below), you may make a contribution
of up to the lesser of $2,000 (or $2,250 in the case of a Spousal IRA) or 100%
of compensation and take a deduction for the entire amount contributed. If you
are an active participant, but have an adjusted gross income (AGI) below a
certain level (see B. below), you may still make a deductible contribution.
If, however, you or your spouse is an active participant and your combined AGI
is above the specified level, the amount of the deductible contribution you
may make to an IRA will be phased down and eventually eliminated.

A. ACTIVE PARTICIPANT

You are an "active participant" for a year if you are covered by a retirement
plan. You are covered by a "retirement plan" for a year if your employer or
union has a retirement plan under which money is added to your account or you
are eligible to earn retirement credits. For example, if you are covered under
a profit-sharing plan, certain government plans, a salary reduction
arrangement (such as a tax sheltered annuity arrangement or a 401(k) plan), a
Simplified Employee Pension program

Page 1

<PAGE>

(SEP) or a plan which promises you a retirement benefit which is based upon
the number of years of service you have with the employer, you are likely to
be an active participant. Your Form W-2 for the year should indicate your
participation status.

You are an active participant for a year even if you are not yet vested in
your retirement benefit. Also, if you make required contributions or voluntary
employee contributions to a retirement plan, you are an active participant. In
certain plans, you may be an active participant even if you were only with the
employer for part of the year.

You are not considered an active participant if you are covered in a plan only
because of your service as 1) an Armed Forces Reservist for less than 90 days
of active service, or 2) a volunteer firefighter covered for firefighting
service by a government plan. Of course, if you are covered in any other plan,
these exceptions do not apply.

If you are married, filed a separate tax return, and did not live with your
spouse at any time during the year, your spouse's active participation will
not affect your ability to make deductible contributions.

B. ADJUSTED GROSS INCOME (AGI)

If you are an active participant, you must look at your Adjusted Gross Income
for the year (if you and your spouse file a joint tax return, you use your
combined AGI) to determine whether you can make a deductible IRA contribution.
Your tax return will show you how to calculate your AGI for this purpose. If
you are at or below a certain AGI level, called the Threshold Level, you are
treated as if you were not an active participant and can make a deductible
contribution under the same rules as a person who is not an active
participant.

If you are single, your Threshold AGI Level is $25,000. The Threshold Level if
you are married and file a joint tax return is $40,000, and if you are married
but file a separate tax return, the Threshold Level is $0.

If your AGI is less than $10,000 above your Threshold Level, you will still be
able to make a deductible contribution, but it will be limited in amount. The
amount by which your AGI exceeds your Threshold Level (AGI - Threshold Level)
is called your Excess AGI. The Maximum Allowable Deduction is $2,000 (or
$2,250 for a Spousal IRA). You can estimate your Deduction Limit as follows:

(Your Deduction Limit may be slightly higher if you use this formula rather
than the table provided by the IRS.)

$10,000 - Excess AGI
--------------------- X Maximum Allowable Deduction = Deduction Limit
$10,000

You must round up the result to the next highest $10 level (the next highest
number which ends in zero). For example, if the result is $1,525, you must
round it up to $1,530. If the final result is below $200 but above zero, your
Deduction Limit is $200. Your Deduction Limit cannot, in any event, exceed
100% of your compensation.

Page 2

<PAGE>

EXAMPLE 1: Ms. Smith, a single person, is an active participant and has
an AGI of $31,619. She calculates her deductible IRA contribution as
follows:

Her AGI is $31,619
Her Excess AGI is (AGI - Threshold Level) or
($31,619-$25,000) = $6,619
Her Maximum Allowable Deduction is $2,000

So, her IRA deduction limit is:

$10,000 - $6,619
---------------- X $2,000 = $676 (rounded to $680)
$10,000

EXAMPLE 2: Mr. and Mrs. Young file a joint tax return. Each spouse earns
more than $2,000 and one is an active participant. They have a combined
AGI of $44,255. They may each contribute to an IRA and calculate their
deductible contributions to each IRA as follows:

Their AGI is $44,255
Their Threshold Level is $40,000
Their Excess AGI is (AGI - Threshold Level) or ($44,255 -
$40,000) = $4,255

The Maximum Allowable Deduction for each spouse is $2,000 So,
each spouse may compute his or her IRA deduction limit as
follows:

$10,000 - 4,255
---------------- X $2,000 = $1,149 (rounded to $1,150)
$10,000

EXAMPLE 3: If, in Example 2, Mr. Young did not earn any compensation, or
elected to be treated as earning no compensation, Mrs. Young could
establish a Spousal IRA (consisting of an account for herself and one for
her husband). The amount of deductible contributions which could be made
to the two IRAs is calculated using a Maximum Allowable Deduction of
$2,250 rather than $2,000.

$10,000 - $4,255
---------------- X $2,250 = $1,293 (rounded to $1,300)
$10,000

The $1,300 can be divided between the two accounts, but neither IRA may
receive a deductible contribution of more than $1,150.

EXAMPLE 4: Mr. Jones, a married person, files a separate tax return and
is an active participant. He has $1,500 of compensation and wishes to
make a deductible contribution to an IRA.

His AGI is $1,500
His Threshold Level is $0
His Excess AGI is (AGI - Threshold Level) or $1,500-$0) = $1,500
His Maximum Allowable Deduction is $2,000 So, his IRA deduction
limit is:

$10,000 - $1,500
---------------- X $2,000 = $1,700
$10,000

Even though his IRA deduction limit under the formula is $1,700, Mr.
Jones may not deduct an amount in excess of his compensation, so, his
actual deduction is limited to $1,500.

Page 3

<PAGE>

SPOUSAL IRAs

As noted in Example 3 above, under the Act you may contribute to a Spousal IRA
even if your spouse has earned some compensation during the year. Provided
your spouse does not make a contribution to an IRA, you may set up a Spousal
IRA consisting of an annuity for your spouse as well as an annuity for
yourself. The maximum deductible amount to your IRA and a Spousal IRA is the
lesser of $2,250 or 100% of compensation.

NON-DEDUCTIBLE CONTRIBUTIONS TO IRAs

Even if you are above the Threshold Level and thus may not make a deductible
contribution of $2,000 ($2,250 if a spousal IRA is involved), you may still
contribute up to the lesser of 100% of compensation or $2,000 to an IRA
($2,250 for a Spousal IRA). The amount of your contribution which is not
deductible will be a non-deductible contribution to the IRA. You may also
choose to make a contribution non-deductible even if you could have deducted
part or all of the contribution. Interest or other earnings on your IRA
contribution, whether from deductible or non-deductible contributions, will
not be taxed until taken out of your IRA and distributed to you.

If you make a non-deductible contribution to an IRA, you must report the
amount of the non-deductible contribution to the IRS on Form 8606 as a part of
your tax return for the year.

You may make a $2,000 contribution at any time during the year, if your
compensation for the year will be at least $2,000, without having to know how
much will be deductible. When you fill out your return, you may then figure
out how much is deductible.

You may withdraw an IRA contribution made for a year any time before April 15
of the following year. If you do so, you must also withdraw the earnings
attributable to that portion and report the earnings as income for the year
for which the contribution was made. If some portion of your contribution is
not deductible, you may decide either to withdraw the non-deductible amount,
or to leave it in the IRA and designate that portion as a non-deductible
contribution on your tax return.

IRA DISTRIBUTIONS

Generally, IRA distributions which are not rolled over (see "Rollover IRA
Rules", below) are included in your gross income in the year they are
received. Non-deductible IRA contributions, however, are made using income
which has already been taxed (that is, they are not deductible contributions).
Thus, the portion of the IRA distributions consisting of non-deductible
contributions will not be taxed again when received by you. If you make any
non-deductible IRA contributions, each distribution from your IRA(s) will
consist of a non-taxable portion (return of deductible contributions, if any,
and account earnings).

Thus, you may not take a distribution which is entirely tax-free. The
following formula is used to determine the non-taxable portion of your
distributions for a taxable year:

Remaining
Non-Deductible Contributions
----------------------------- X Total Distributions = Nontaxable Distributions
Year-End Total IRA Balances (for the year) (for the year)

Page 4

<PAGE>

To figure the year-end total IRA balance, you treat all of your IRAs as a
single IRA. This includes all regular IRAs (whether accounts or annuities), as
well as Simplified Employee Pension (SEP) IRAs, and Rollover IRAs. You also
add back the distributions taken during the year.

Example: An individual makes the following contributions to his or her
IRA(s).

<TABLE>
<CAPTION>
YEAR DEDUCTIBLE NON-DEDUCTIBLE
---- ---------- --------------
<S> <C> <C>
1986 $ 2,000
1987 1,800
1990 1,000 $ 1,000
1992 600 1,400
--------- --------
$ 5,400 $ 2,400
</TABLE>

<TABLE>
<S> <C>
Deductible Contributions: $ 5,400
Non-Deductible Contributions: 2,400
Earnings on IRAs: 1,200
--------
Total Account Balance of IRA(s)
as of 12/31/95: $ 9,000
(including distributions in 1995).
</TABLE>

In 1995, the individual takes a distribution of $3,000. The total account
balance in the IRAs on 12/31/95 plus 1995 distributions is $9,000. The
non-taxable portion of the distributions for 1995 is figured as follows:

Total non-deductible contributions $2,400
------- X $3,000 = $800
$9,000

Thus, $800 of the $3,000 distribution in 1995 will not be included in the
individual's taxable income. The remaining $2,200 will be taxable for 1995.

ROLLOVER IRA RULES

1. IRA TO IRA

You may withdraw, tax-free, all or part of the assets from an IRA and reinvest
them in one or more IRAs. The reinvestment must be completed within 60 days of
the withdrawal. No IRA deduction is allowed for the reinvestment. Amounts
required to be distributed because the individual has reached age 70 1/2 may
not be rolled over.

2. EMPLOYER PLAN DISTRIBUTIONS TO IRA

All taxable distributions (known as "eligible rollover distributions") from
qualified pension, profit-sharing, stock bonus and tax sheltered annuity plans
may be rolled over to an IRA, with the exception of (1) annuities paid over a
life or life expectancy, (2) installments for a period of ten years or more,
and (3) required minimum distributions under section 401(a)(9).

Rollovers may be accomplished in two ways. First, you may elect to have an
eligible rollover distribution paid directly to an IRA (a"direct rollover").
Second, you may receive the distribution directly and then, within 60 days of
receipt, roll the amount over to an IRA. Under the Act, however, any amount
that you elect not to have distributed as a direct rollover will be subject to
20 percent

Page 5

<PAGE>

income tax withholding, and, if you are younger than age 59 1/2, may result in
a 10% excise tax on any amount of the distribution that is included in income.
Questions regarding distribution options under the Act should be directed to
your Plan Trustee or Plan Administrator, or may be answered by consulting IRS
Temporary Regulations section 1.401(a)(31)-1T, section 1.402(c)-2T and section
31.3405(c)-1T.

PENALTIES FOR PREMATURE DISTRIBUTIONS

If you receive a distribution from your IRA before you reach age 59 1/2, an
additional tax of 10 percent will be imposed under Code section 72(t), unless
the distribution (a) occurs because of your death or disability, (b) is
received as a part of a series of substantially equal payments over your life
or life expectancy, (c) is received as a part of a series of substantially
equal payments over the lives or life expectancy of you and your beneficiary,
or (d) the distribution is contributed to a rollover IRA.

MINIMUM DISTRIBUTIONS

Under the rules set forth in Code section 408(b)(3) and section 401(a)(9), you
may not leave the funds in your contract indefinitely. Certain minimum
distributions are required. These required distributions may be taken in one
of two ways: (a) by withdrawing the balance of your contract by a "required
beginning date," usually April 1 of the year following the date at which you
reach age 70 1/2; or (b) by withdrawing periodic distributions of the balance
in your contract by the required beginning date. These periodic distributions
may be taken over (a) your life; (b) the lives of you and your named
beneficiary; (c) a period not extending beyond your life expectancy; or (d) a
period not extending beyond the joint life expectancy of you and your named
beneficiary.

If you do not satisfy the minimum distribution requirements, then, pursuant to
Code section 4974, you may have to pay a 50% excise tax on the amount not
distributed as required that year.

The foregoing minimum distribution rules are discussed in detail in IRS
Publication 590, "Individual Retirement Arrangements."

REPORTING

You are required to report penalty taxes due on excess contributions, excess
accumulations, premature distributions, and prohibited transactions.
Currently, IRS Form 5329 is used to report such information to the Internal
Revenue Service.

PROHIBITED TRANSACTIONS

Neither you nor your beneficiary may engage in a prohibited transaction, as
that term is defined in Code section 4975.

Borrowing any money from this IRA would, under Code section 408(e)(3), cause
the contract to cease to be an Individual Retirement Annuity and would result
in the value of the annuity being included in the owner's gross income in the
taxable year in which such loan is made.

Use of this contract as security for a loan from the Company, if such loan
were otherwise permitted, would, under Code section 408(e)(4), cause the
portion so used to be treated as a taxable distribution.

Page 6

<PAGE>

EXCESS CONTRIBUTIONS

Tax Code section 4973 imposes a 6 percent excise tax as a penalty for an
excess contribution to an IRA. An excess contribution is the excess of the
deductible and nondeductible amounts contributed by the Owner to an IRA for
that year over the lesser of his or her taxable compensation or $2,000.
(Different limits apply in the case of a spousal IRA arrangement.) If the
excess contribution is not withdrawn by the due date of your tax return
(including extensions) you will be subject to the penalty.

IRS APPROVAL

Your contract and IRA endorsement have been approved by the Internal Revenue
Service as a tax qualified Individual Retirement Annuity. Such approval by the
Internal Revenue Service is a determination only as to the form of the annuity
and does not represent a determination of the merits of such annuity.

This disclosure statement is intended to provide an overview of the applicable
tax laws relating to Individual Retirement Arrangements. It is not intended to
constitute a comprehensive explanation as to the tax consequences of your IRA.
As with all significant transactions such as the establishment or maintenance
of, or withdrawal from an IRA, appropriate tax and legal counsel should be
consulted. Further information may also be acquired by contacting your IRS
District Office or consulting IRS Publication 590.

FINANCIAL DISCLOSURE
(Variable Annuity Form Nos. 95020 and 95021)

This Financial Disclosure is applicable to IRAs using an American General Life
Variable Annuity contract, form numbers 95020 or 95021, purchased from
American General Life Insurance Company on or after March 15, 1996.

Earnings under variable annuities are not guaranteed, and depend on the
performance of the investment option(s) selected. As such, earnings cannot be
projected. Set forth below are the charges associated with such annuities.

Charges:

(a) Annual contract maintenance charges of $30 deducted at the end of
each contract year.

(b) A maximum charge of $25 for each transfer, in excess of 12 free
transfers annually, of contract value between divisions of the
Separate Account.

(c) To compensate for mortality and expense risks assumed under the
contract, variable divisions only will incur a daily charge at an
annualized rate of 1.25% of the average Separate Account Value of the
contract during both the Accumulation and the Payout Phase.

(d) Premium taxes, if applicable, may be charged against Accumulation
Value at time of annuitization, a full or partial surrender or upon
the death of the Annuitant. If a jurisdiction imposes premium taxes
at the time purchase payments are made, the Company may deduct a
charge at that time.

Page 7

<PAGE>

(e) If the contract is surrendered, or if a withdrawal is made, there may
be a Surrender Charge. The Surrender Charge equals the sum of the
following:

6% of purchase payments for surrenders and withdrawals made
during the first contract year following receipt of the
purchase payments surrendered;

6% of purchase payments for surrenders and withdrawals made
during the second contract year following receipt of the
purchase payments surrendered;

5% of purchase payments for surrenders and withdrawals made
during the third contract year following receipt of the
purchase payments surrendered;

5% of purchase payments for surrenders and withdrawals made
during the fourth contract year following receipt of the
purchase payments surrendered;

4% of purchase payments for surrenders and withdrawals made
during the fifth contract year following receipt of the
purchase payments surrendered;

3% of purchase payments for surrenders and withdrawals made
during the sixth contract year following receipt of the
purchase payments surrendered;

2% of purchase payments for surrenders and withdrawals made
during the seventh contract year following receipt of the
purchase payments surrendered.

There will be no charge imposed for surrenders and withdrawals made
during the seventh contract year following receipt of the purchase
payments surrendered.

Under certain circumstances described in the contract, portions of a
partial withdrawal may be exempt from the Surrender Charge.

(f) To compensate for administrative expenses, a daily charge will be
incurred at an annualized rate of .15% of the average Separate
Account Value of the contract during the Accumulation and the Payout
Phase.

(g) Each variable division will be charged a fee for asset management and
other expenses deducted directly from the underlying fund during the
Accumulation and Payout Phase. For funds managed by Van Kampen
American Capital Asset Management, Inc., total fees will range
between _____% and _____%.

Page 8
<PAGE>
AMERICAN GENERAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT D

COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS

OFFERED BY

AMERICAN GENERAL LIFE INSURANCE COMPANY

ANNUITY ADMINISTRATION DEPARTMENT

P.O. BOX 1401, HOUSTON, TEXAS 77251-1401

1-800-247-6584 713-831-3102 (IN TEXAS)

STATEMENT OF ADDITIONAL INFORMATION

Dated March 15, 1996

This Statement of Additional Information is not a prospectus. It should
be read with the Prospectus for American General Life Insurance Company
Separate Account D ("Separate Account D") concerning flexible payment deferred
individual annuity Contracts investing in certain Funds of the Van Kampen
American Capital Life Investment Trust dated March 15, 1996. You can obtain a
copy of the Prospectus for the Contracts, and any supplements thereto, by
contacting American General Life Insurance Company ("AG Life") at the address
or telephone numbers given above. You have the option of receiving benefits on
a fixed basis through AG Life's Fixed Account or on a variable basis through
AG Life's Separate Account D. Terms used in this Statement of Additional
Information have the same meanings as are defined in the Prospectus under the
heading "Glossary."

TABLE OF CONTENTS

General Information...............................................
Regulation and Reserves ..........................................
Independent Auditors..............................................
Services..........................................................
Principal Underwriter.............................................
Annuity Payments..................................................
A. Gender of Annuitant..........................................
B. Misstatement of Age or Sex and Other Errors..................
Change of Investment Adviser or Investment Policy.................
Terms of Exemptive Relief in Connection With Mortality
and Expense Risk Charge..........................................
Performance Data for the Divisions................................
Financial Statements..............................................
Index to Financial Statements.....................................

<PAGE>

GENERAL INFORMATION

AG Life (formerly American General Life Insurance Company of Delaware) is a
successor in interest to a company previously organized as a Delaware
corporation in 1917. Effective December 31, 1991, AG Life redomesticated as a
Texas insurer and changed its name to American General Life Insurance Company.
AG Life is a wholly-owned subsidiary of AGC Life Insurance Company, a Missouri
corporation ("AG Missouri") engaged primarily in the life insurance business
and annuity business. AG Missouri, in turn, is a wholly-owned subsidiary of
American General Corporation, a Texas holding corporation engaged primarily in
the insurance business.

REGULATION AND RESERVES

AG Life is subject to regulation and supervision by the insurance departments
of the states in which it is licensed to do business. This regulation covers a
variety of areas, including benefit reserve requirements, adequacy of
insurance company capital and surplus, various operational standards, and
accounting and financial reporting procedures. AG Life's operations and
accounts are subject to periodic examination by insurance regulatory
authorities.

Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed up to prescribed limits for insurance contract losses,
if covered, incurred by insolvent companies. The amount of any future
assessments of AG Life under these laws cannot be reasonably estimated. Most
of these laws do provide, however, that an assessment may be excused or
deferred if it would threaten an insurer's own financial strength.

Although the federal government generally has not directly regulated the
business of insurance, federal initiatives often have an impact on the
business in a variety of ways. Federal measures that may adversely affect the
insurance business include employee benefit regulation, tax law changes
affecting the taxation of insurance companies or of insurance products,
changes in the relative desirability of various personal investment vehicles,
and removal of impediments on the entry of banking institutions into the
business of insurance. Also, both the executive and legislative branches of
the federal government have under consideration various insurance regulatory
matters, which could ultimately result in direct federal regulation of some
aspects of the insurance business. It is not possible to predict whether this
will occur or, if so, what the effect on AG Life would be.

Pursuant to state insurance laws and regulations, AG Life is obligated to
carry on its books, as liabilities, reserves to meet its obligations under
outstanding insurance contracts. These reserves are based on assumptions
about, among other things, future claims experience and investment returns.
Neither the reserve requirements nor the other aspects of state insurance
regulation provide absolute protection to holders of insurance contracts,
including the Contracts, if AG Life were to incur claims or expenses at rates
significantly higher than expected, for example, due to acquired immune
deficiency syndrome or other infectious diseases or catastrophes, or
significant unexpected losses on its investments.

<PAGE>

INDEPENDENT AUDITORS

The consolidated financial statements of AG Life and the financial statements
of Separate Account D included in this Statement of Additional Information
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their respective reports thereon appearing elsewhere herein. Such financial
statements have been included in this Statement of Additional Information in
reliance upon such reports of Ernst & Young LLP given upon the authority of
such firm as experts in accounting and auditing. Ernst & Young LLP is located
at One Houston Center, 1221 McKinney, Suite 2400, Houston, TX 77010-2007.

SERVICES

A Service Agreement exists between AG Life and Continuum Computer Systems,
Inc. ("Continuum") to provide certain services in connection with Separate
Account D. Continuum has developed a computerized data processing record
keeping system for annuity accounting and has the necessary data processing
equipment and personnel to provide and support remote terminal access to its
system for the maintenance of annuity records, processing information, and the
generation of output with respect to the records and information. AG Life has
contracted with Continuum for the right to use Continuum's system. For these
services AG Life paid Continuum $_______ in 1995, $78,840 in 1994, and $62,691
in 1993.

PRINCIPAL UNDERWRITER

American General Securities Incorporated ("AGSI") is the principal underwriter
with respect to the Contracts. AGSI also serves as principal underwriter to
American General Life Insurance Company of New York Separate Account E and AG
Life's Separate Account A, both of which are unit investment trusts registered
under the Investment Company Act of 1940. AGSI, a Texas corporation, is a
wholly owned subsidiary of AG Life and a member of the National Association of
Securities Dealers, Inc.

As principal underwriter, with respect to Separate Account D, AGSI received
from AG Life less than $1,000 of compensation for each of the last three
fiscal years.

The securities offered pursuant to the Contracts are offered on a continuous
basis.

ANNUITY PAYMENTS

A. GENDER OF ANNUITANT

When annuity payments are based on life expectancy, the amount of each annuity
payment ordinarily will be higher if the Annuitant or other measuring life is
a male, as compared with a female under an otherwise identical Contract. This
is because, statistically, females tend to have longer life expectancies than
males.

However, there will be no differences between males and females in any
jurisdiction, including Montana, where such differences are not permitted. We
will also make available Contracts with no such differences in connection with
certain employer-sponsored benefit plans. Employers should be aware that,
under most such plans, Contracts that make distinctions based on gender are
prohibited by law.

<PAGE>

B. MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS

If the age or sex of an Annuitant has been misstated to us, any amount payable
will be that which the purchase payments paid would have purchased at the
correct age and sex. If we made any overpayments because of incorrect
information about age or sex, or any error or miscalculation, we will deduct
the overpayment from the next payment or payments due. We will add any
underpayments to the next payment. The amount of any adjustment will be
credited or charged with interest at the assumed interest rate used in the
Contract's annuity tables.

CHANGE OF INVESTMENT ADVISER OR INVESTMENT POLICY

Unless otherwise required by law or regulation, neither the investment adviser
to any Fund nor any investment policy may be changed without the consent of AG
Life. If required, approval of or change of any investment objective will be
filed with the insurance department of each state where a Contract has been
delivered. The Owner (or, after annuity payments start, the payee) will be
notified of any material investment policy change that has been approved. You
will be notified of any investment policy change prior to its implementation
by Separate Account D if your comment or vote is required for such change.

TERMS OF EXEMPTIVE RELIEF IN CONNECTION WITH MORTALITY
AND EXPENSE RISK CHARGE

AG Life and AGSI have obtained exemptive relief from the Securities and
Exchange Commission ("SEC") in connection with deducting the mortality and
expense risk charge pursuant to the Contracts. In the application for the
exemption, AG Life and AGSI have represented and undertaken, among other
things, that:

o The level of the mortality and expense risk charge is within the
range of industry practice for comparable annuity contracts;

o This conclusion is based upon a review that AG Life and AGSI have
conducted of publicly-available information regarding annuity
contracts of other companies which they will maintain at their
Home Office, and make available on request to the Commission or
its staff, a memorandum setting forth the variable annuity
products analyzed and the methodology and results of the
comparative review;

o There is a reasonable likelihood that the proposed distribution
financing arrangements with respect to the Contracts will benefit
Separate Account D and investors in the Contracts, and the basis
for this conclusion is set forth in a memorandum which will be
maintained by AG Life at its Home Office and will be available to
the Commission or its staff on request.

PERFORMANCE DATA FOR THE DIVISIONS

AVERAGE ANNUAL TOTAL RETURN CALCULATIONS

Each Division may advertise its average annual total return. Each
Division's average annual total return quotation is computed in accordance
with a standard method prescribed by the SEC. The average annual total return
for a Division for a specific period is found by first taking a hypothetical
$1,000 investment in the Division's Accumulation Units on the first day of the
period at the maximum offering price, which is the Accumulation Unit value per
unit ("initial investment"), and computing

<PAGE>

the ending redeemable value ("redeemable value") of that investment at the end
of the period. The redeemable value reflects the effect of the applicable
Surrender Charge that may be imposed at the end of the period as well as all
other recurring charges and fees applicable under the Contract to all Owner
accounts. Such other charges and fees include the Mortality and Expense Risk
Charge, and the Administrative Expense Charge. Any premium taxes are not
reflected. The redeemable value is then divided by the initial investment and
this quotient is taken to the Nth root (N represents the number of years in
the period) and 1 is subtracted from the result, which is then expressed as a
percentage.

TOTAL RETURN CALCULATIONS (WITHOUT SURRENDER CHARGE OR CONTRACT FEE)

Each Division may also advertise its non-standardized total return, which
is calculated in the same manner and for the same time periods as the
standardized average annual total returns described immediately above, except
that the redeemable value does not reflect the deduction of any applicable
Surrender Charge that may be imposed at the end of the period, since it is
assumed that the Contract will continue through the end of each period, or the
deduction of the Annual Contract Fee. If reflected, these charges would reduce
the performance results presented.

CUMULATIVE TOTAL RETURN CALCULATIONS

No standardized formula has been prescribed by the SEC for calculating
cumulative total return performance. Cumulative total return performance is
the compound rate of return on a hypothetical initial investment of $1,000 in
each Division's Accumulation Units on the first day of the period at the
maximum offering price, which is the Accumulation Unit value per unit
("initial investment"). Cumulative total return figures (and the related
"Growth of a $1,000 Investment" figures set forth below) do not include the
effect of any premium taxes or any applicable Surrender Charge or the Annual
Contract Fee. Cumulative total return quotations reflect changes in
Accumulation Unit value and are calculated by finding the cumulative rates of
return of the hypothetical initial investment over various periods, according
to the following formula, and then expressing that as a percentage:

C = (ERV/P) - 1
Where:
C = cumulative total return
P = a hypothetical initial investment of $1,000
ERV = ending redeemable value is the value at the end of the
applicable period of a hypothetical $1,000 investment made
at the beginning of the applicable period.

HYPOTHETICAL PERFORMANCE

The tables below provide hypothetical performance information for eight
of the available Divisions of Separate Account D based on the actual
historical performance of the corresponding Fund in which each of these
Divisions invests. This information reflects all actual charges and deductions
of these Funds and all Separate Account charges and deductions, with respect
to the Contracts, that hypothetically would have been made had the Separate
Account, with respect to the Contracts, been invested in these Funds for all
the periods indicated. No comparable hypothetical information is shown for the
remaining Division of Separate Account D, because the corresponding Fund in
which it invests had not commenced operating as of the date of this Statement
of Additional Information.

Hypothetical Historical Average Annual Total Returns
(Through December 31, 1995)
<CAPTION>
Since
Fund
Investment Division One Year Five Years Inception*
- - ------------------- -------- ---------- ----------
<S> <C> <C> <C>

Emerging Growth
Enterprise
Global Equity
Real Estate Securities
Asset Allocation
Domestic Income
Government
Money Market
</TABLE>

<TABLE>
Hypothetical Historical Total Returns
(Through December 31, 1995)
<CAPTION>
Since
Fund
Investment Division One Year Five Years Inception*
- - ------------------- -------- ---------- ----------
<S> <C> <C> <C>

Emerging Growth
Enterprise
Global Equity
Real Estate Securities
Asset Allocation
Domestic Income
Government
Money Market
</TABLE>

<TABLE>
Hypothetical Historical Cumulative Total Returns
(Through December 31, 1995)
<CAPTION>

Since
Fund
Investment Division One Year Five Years Inception*
- - ------------------- -------- ---------- ----------
<S> <C> <C> <C>

Emerging Growth
Enterprise
Global Equity
Real Estate Securities
Asset Allocation
Domestic Income
Government
Money Market
</TABLE>

<PAGE>

<TABLE>

Hypothetical Historical Growth of a $1,000 Investment in the Divisions
(Through December 31, 1995)
<CAPTION>
Since
Fund
Investment Division One Year Five Years Inception*
- - ------------------- -------- ---------- ----------
<S> <C> <C> <C>

Emerging Growth
Enterprise
Global Equity
Real Estate Securities
Asset Allocation
Domestic Income
Government
Money Market
</TABLE>

The Money Market Division's hypothetical historical yield for the
seven-day period ended December 31, 1995 was ___%. The Money Market Division's
hypothetical historical effective yield for the seven day period ended
December 31, 1995 was 3.82%. ___%.

- - -------------
* The inception dates for each Fund funding the Divisions are: April 4, 1986
for the Money Market, Enterprise, and Government Divisions; June 30, 1987 for
the Asset Allocation Division; November 4, 1987 for the Domestic Income
Division; July 3, 1995 for the Emerging Growth, Global Equity, and Real Estate
Securities Divisions.

YIELD CALCULATIONS

The yields for the Domestic Income Division and the Government Division are
each computed in accordance with a standard method prescribed by the SEC. The
yield quotation is computed by dividing the net investment income per
Accumulation Unit earned during the specified one month or 30-day period by
the Accumulation Unit values on the last day of the period, according to the
following formula that assumes a semi-annual reinvestment of income:

a - b
YIELD = 2[(------- +1)6 - 1]
cd

a = net dividends and interest earned during the period by the Portfolio
attributable to the Division

b = expenses accrued for the period (net of reimbursements)

c = the average daily number of Accumulation Units outstanding during
the period

d = the Accumulation Unit value per unit on the last day of the period

The yield of each Division reflects the deduction of all recurring fees and
charges applicable to each Division, such as the Mortality and Expense Risk
Charge, and the Administrative Expense Charge but does not reflect the
deduction of Surrender Charges or premium taxes.

<PAGE>

The Money Market Division's yield is computed in accordance with a
standard method prescribed by the SEC. Under that method, the current yield
quotation is based on a seven-day period and computed as follows: the net
change in the Accumulation Unit value during the period is divided by the
Accumulation Unit value at the beginning of the period to obtain the base
period return; the base period return is then multiplied by the fraction 365/7
to obtain the current yield figure, which is carried to the nearest
one-hundredth of one percent. Realized capital gains or losses and unrealized
appreciation or depreciation of the Division's Portfolio are not included in
the calculation.

The Money Market Division's effective yield is determined by taking the
base period return (computed as described above) and calculating the effect of
assumed compounding. The formula for the effective yield is:

365/7
[ (base period return +1) -1 ]

Yield and effective yield do not reflect the deduction of Surrender Charges or
premium taxes that may be imposed upon the redemption of Accumulation Units.

PERFORMANCE COMPARISONS

The performance of each or all of the available Divisions of Separate
Account D may be compared in advertisements and sales literature to the
performance of other variable annuity issuers in general or to the performance
of particular types of variable annuities investing in mutual funds, or series
of mutual funds, with investment objectives similar to each of the Divisions
of Separate Account D. Lipper Analytical Services, Inc. ("Lipper") and the
Variable Annuity Research and Data Service ("VARDSR") are independent services
which monitor and rank the performance of variable annuity issuers in each of
the major categories of investment objectives on an industry-wide basis.
Lipper's rankings include variable life issuers as well as variable annuity
issuers. VARDSR rankings compare only variable annuity issuers. The
performance analyses prepared by Lipper and VARDSR rank such issuers on the
basis of total return, assuming reinvestment of dividends and distributions,
but do not take sales charges, redemption fees or certain expense deductions
at the separate account level into consideration. In addition, VARDSR prepares
risk adjusted rankings, which consider the effects of market risk on total
return performance.

In addition, each Division's performance may be compared in
advertisements and sales literature to the following benchmarks: (1) the
Standard & Poor's 500 Composite Stock Price Index, an unmanaged weighted index
of 500 leading domestic companies that represents approximately 80% of the
market capitalization of the United States equity market; (2) the Dow Jones
Industrial Average, an unmanaged unweighted average of thirty blue chip
industrial corporations listed on the New York Stock Exchange and generally
considered representative of the United States stock market; (3) the Consumer
Price Index, published by the U.S. Bureau of Labor Statistics, a statistical
measure of change, over time, in the prices of goods and services in major
expenditure groups and generally is considered to be a measure of inflation;
(4) the Lehman Brothers Government and Domestic Strategic Income Index, the
Salomon Brothers High Grade Domestic Strategic Income Index, and the Merrill
Lynch Government/Corporate Master Index, unmanaged indices that are generally
considered to represent the performance of intermediate and long term bonds
during various market cycles; and (5) the Morgan Stanley Capital International
Europe Australia Far East Index, an unmanaged index that is considered to be
generally representative of major non-United States stock markets.

<PAGE>

IMPACT OF TAX DEFERRED ACCUMULATIONS
[TAX DEFERRED CHARTS TO BE FILED BY AMENDMENT]

FINANCIAL STATEMENTS

The financial statements for Separate Account D that are included herein
relate to 5 of its Divisions. Separate Account D has 25 other Divisions for
which no financial statements are included, because 21 of those Divisions are
available only pursuant to contracts other than the Contracts that are the
subject of this Statement of Additional Information, and 4 of those Divisions,
which are available pursuant to the Contracts that are the subject of this
Statement of Additional Information, had not commenced operations as of the
date of this Statement of Additional Information.

The financial statements of AG Life that are included in this Statement of
Additional Information should be considered primarily as bearing on the
ability of AG Life to meet its obligations under the Contracts.

[Financial Statements to be Filed by Amendment.]

9
<PAGE>
PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

PART A: None

PART B:

(1) Financial Statements of American General Life Insurance Company
Separate Account D (to be filed by amendment):

Report of Independent Auditors
Statement of Assets and Liabilities as of December 31, 1995
Statement of Operations for the year ended December 31, 1995
Statements of Changes in Net Assets for the years ended December 31,
1995 and 1994
Notes to Audited Financial Statements

(2) Consolidated Financial Statements of American General Life
Insurance Company (to be filed by amendment):

Report of Independent Auditors
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Income for the years ended December 31,
1995, 1994 and 1993
Consolidated Statements of Shareholder's Equity for the years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the years ended December
31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements

PART C: None

(b) Exhibits

1 (a) American General Life Insurance Company of Delaware Board of
Directors resolution authorizing the establishment of Separate
Account D.(1)

(b) Resolution of the Board of Directors of American General Life
Insurance Company of Delaware authorizing, among other things,
the redomestication of that company in Texas and the renaming
of that company as American General Life Insurance Company.(2)

(c) Resolution of the Board of Directors of American General Life
Insurance Company of Delaware providing, inter alia, for
Registered Separate Accounts' Standards of Conduct. (3)

C-1

<PAGE>

2 None

3 (a)(i) Distribution Agreement, dated October 3, 1991, between American
General Securities Incorporated and American General Life
Insurance Company. (2)

(ii) Master Marketing and Distribution Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, Van Kampen American Capital Marketing,
Inc., and Van Kampen American Capital Distributors, Inc. (to be
filed by amendment)

(b)(i) Form of Selling Group and General Agent Agreement utilizing
American Capital Marketing, Inc. as distributor. (4)

(ii) Form of Selling Group and General Agent Agreement utilizing
American General Securities Incorporated as distributor. (4)

(iii) Concession Schedule A, attached to and forming a part of each
form of Selling Group Agreement. (4)

(iv) Selling/Master General Agent Agreement by and among American
General Life Insurance Company, American General Securities
Incorporated, and Van Kampen American Capital Distributors,
Inc. (to be filed by amendment)

(c)(i)(A) Fund Participation Agreement, dated March 27, 1992, between
American General Life Insurance Company and American Capital
Life Investment Trust. (4)

(B) Participation Agreement by and among American General Life
Insurance Company, American General Securities Incorporated,
Van Kampen American Capital Life Insurance Trust, Van Kampen
American Capital Asset Management, Inc., and Van Kampen
American Capital Distributors, Inc. (to be filed by amendment)

(ii) Sales Agreement, dated July 7, 1994, among Neuberger & Berman
Advisers Management Trust, Neuberger & Berman Management
Incorporated, and American General Life Insurance Company. (6)

(iii) Participation Agreement, dated February 2, 1994, among Variable
Insurance Products Fund, Fidelity Distributors Corporation, and
American General Life Insurance Company. (5)

(iv) Participation Agreement, dated February 2, 1994, among Variable
Insurance Products Fund II, Fidelity Distributors Corporation,
and American General Life Insurance Company. (5)

(d) Form of Agreement between American General Life Insurance
Company and Dealer regarding exchange and allocation
transaction requests. (4)

4 (a) Specimen form of Combination Fixed and Variable Annuity
Contract (Form No. 93010). (2)

(b) Form of Waiver of Surrender Charge Rider. (2)

C-2

<PAGE>

(d)(i) Revised pages to Specimen form of Combination Fixed and
Variable Annuity Contract. (3)

(ii) Revised Schedule Page to Specimen form of Combination Fixed and
Variable Annuity Contract. (4)

(e)(i)(A) Specimen form of Individual Retirement Annuity Disclosure
Statement available under Contract Form Nos. 93020 and 93021
(to be filed by amendment).

(B) Specimen form of Individual Retirement Annuity Disclosure
Statement available under Contract Form Nos. 95020 and 95021.
(7)

(ii) Specimen form of Individual Retirement Annuity Endorsement. (6)

(iii) Specimen form of IRA Instruction Form. (4)

(f)(i) Specimen form of Combination Fixed and Variable Annuity
Contract (Form No. 93020).

(ii) Specimen form of Combination Fixed and Variable Annuity
Contract (Form No. 93021).

(iii) Specimen form of pages for Contract Forms 93020 and 93021,
filed in the following states: California, Minnesota, North
Carolina, North Dakota, Oklahoma.

(g)(i) Specimen form of Combination Fixed and Variable Annuity
Contract (Form No. 95020).

(ii) Specimen form of Combination Fixed and Variable Annuity
Contract (Form No. 95021).

(iii) Specimen form of pages for Contract Forms 95020 and 95021,
filed in the following states: California, Idaho, Kansas,
Massachusetts, Minnesota, North Carolina, North Dakota,
Oklahoma, Pennsylvania, South Carolina, Texas, Utah, and West
Virginia.

(iv) Specimen form of Waiver of Surrender Charges Rider for Contract
Form Nos. 95020 and 95021.

5 (a)(i) Specimen form of Application for Contract Form Nos. 93020 and
93021. (4)

(ii) Specimen form of Application for Contract Form Nos. 95020 and
95021.

(b)(i) Specimen form of Separate Account D Election of Annuity Payment
Option/Change Form. (4)

(ii) Specimen form of Absolute Assignment to Effect Section 1035(a)
Exchange and Rollover of a Life Insurance Policy or Annuity
Contract. (4)

(c)(i) Specimen form of VAriety Plus Service Request, including
telephone transfer authorization. (4)

(ii) Form of Authorization Limited to Execution of Transaction
Requests for VAriety Plus Variable Annuity. (4)

(iii) Form of Transaction Request Form. (4)

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

C-3

<PAGE>

(b) Bylaws of American General Life Insurance Company, adopted
January 22, 1992. (4)

7 None

8 None

9 Opinion and consent of Counsel. (4)

10 Consent of Independent Auditors (to be filed by amendment).

11 None

12 None

13(a)(i) Computations of standardized average annual total returns for
each Division available under Contract Form Nos. 93020 and
93021 for the one and five year periods ending December 31,
1994, and since inception. (6)

(ii) Computations of non-standardized total returns for each
Division available under Contract Form Nos. 93020 and 93021 for
the one and five year periods ending December 31, 1994, and
since inception. (6)

(iii) Computations of non-standardized cumulative total returns for
each Division available under Contract Form Nos. 93020 and
93021 for the one and five year periods ending December 31,
1994, and since inception. (6)

(iv) Computations of 30 day yield for the Domestic Income Division,
the Government Division, and the Multiple Strategy Division
available under Contract Form Nos. 93020 and 93021 for the one
month period ended December 31, 1994. (5)

(v) Computations of seven day yield and effective yield for the
Money Market Division available under Contract Form Nos. 93020
and 93021 for the seven day period ended December 31, 1994. (5)

(b)(i) Computations of hypothetical historical standardized average
annual total returns for the Emerging Growth, Enterprise,
Global Equity, Real Estate Securities, Asset Allocation,
Domestic Income, Government, and Money Market Divisions,
available under Contract Form Nos. 95020 and 95021 for the one
and five year periods ending December 31, 1995, and since
inception (to be filed by amendment).

(ii) Computations of hypothetical historical non-standardized total
returns for the Emerging Growth, Enterprise, Global Equity,
Real Estate Securities, Asset Allocation, Domestic Income,
Government, and Money Market Divisions, available under
Contract Form Nos. 95020 and 95021 for the one and five year
periods ending December 31, 1995, and since inception (to be
filed by amendment).

C-4

<PAGE>

(iii) Computations of hypothetical historical non-standardized
cumulative total returns for the Emerging Growth, Enterprise,
Global Equity, Real Estate Securities, Asset Allocation,
Domestic Income, Government, and Money Market Divisions,
available under Contract Form Nos. 95020 and 95021 for the one
and five year periods ending December 31, 1995, and since
inception (to be filed by amendment).

(iv) Computations of hypothetical historical 30 day yield for the
Domestic Income Division, the Government Division, and the
Asset Allocation Division, available under Contract Form Nos.
95020 and 95021 for the one month period ended December 31,
1995 (to be filed by amendment).

(v) Computations of hypothetical historical seven day yield and
effective yield for the Money Market Division, available under
Contract Form Nos. 95020 and 95021 for the seven day period
ended December 31, 1995 (to be filed by amendment).

14 Financial Data Schedule (to be filed by amendment).

15(a) Power of Attorney with respect to Registration Statements and
Amendments thereto signed by the following persons in their
capacities as directors and, where applicable, officers of
American General Life Insurance Company: Messrs. Devlin,
Rashid, Reddick and Luther. (2)

(b) Power of Attorney with respect to Registration Statements and
Amendments thereto signed by Robert S. Cauthen, Jr. in his
capacity as a director and officer of American General Life
Insurance Company. (4)

(c) Power of Attorney with respect to Registration Statements and
Amendments thereto signed by James R. Tuerff in his capacity as
a director or officer of American General Life Insurance
Company. (6)

(d) Power of Attorney with respect to Registration Statements and
Amendments thereto signed by Peter V. Tuters in his capacity as
a director or officer of American General Life Insurance
Company. (5)

(e) Power of Attorney with respect to Registration Statements and
Amendments thereto signed by the following persons in their
capacities as directors and, where applicable, officers of
American General Life Insurance Company: Messrs. Kelley,
Pulliam, and Young. (6)

(f) Power of Attorney with respect to Registration Statements and
Amendments thereto signed by George W. Bentham in his capacity
as a director or officer of American General Life Insurance
Company.

C-5

<PAGE>

16 Statement of Exemptive Relief Relied Upon.

(1) Previously filed in the initial filing of Registrant's Form N-4
Registration Statement (File No. 2-49805) on December 6, 1973.

(2) Previously filed in the initial filing of this Registration
Statement (File No. 33-43390) on October 16, 1991.

(3) Previously filed in Pre-Effective Amendment No. 1 to this
Registration Statement (File No. 33-43390), filed on December
31, 1991.

(4) Previously filed in Post-Effective Amendment No. 1 to this
Registration Statement (File No. 33-43390), filed on April 30,
1992.

(5) Previously filed in Post-Effective Amendment No. 3 to this
Registration Statement (File No. 33-43390), filed on March 2,
1994.

(6) Previously filed in Past-Effective Amendment No. 4 to this
Registration Statement (File No. 33-43390), filed on April 28,
1995.

(7) Included in Part A of this Amendment.

C-6

<PAGE>

Item 25. Directors and Officers of the Depositor

The directors, executive officers, and, to the extent responsible for
variable annuity operations, other officers of the depositor are listed
below.

<TABLE>
<CAPTION>
Positions and Offices
Name and Principal with the
Business Address Depositor
----------------------- ------------------------
<S> <C>
Harold S. Hook Senior Chairman
2929 Allen Parkway
Houston, TX 77019

Robert M. Devlin Chairman
2929 Allen Parkway
Houston, TX 77019

Robert S. Cauthen, Jr. Director, President, &
2727-A Allen Parkway Chief Executive Officer
Houston, TX 77019

George W. Bentham Director, Senior Vice President &
2727-A Allen Parkway Chief Marketing Officer
Houston, TX 77019

Bill B. Luther Director, Senior Vice President &
2727-A Allen Parkway Chief Systems Officer
Houston, TX 77019

Zafar Rashid Director, Senior Vice President,
2727-A Allen Parkway Chief Financial Officer & Treasurer
Houston, TX 77019

Peter V. Tuters Director, Vice President, &
2929 Allen Parkway Chief Investment Officer
Houston, TX 77019

Austin P. Young Director
2929 Allen Parkway
Houston, TX 77019

Thomas B. Phillips Vice President, General
2727-A Allen Parkway Counsel & Secretary
Houston, TX 77019
</TABLE>

C-7

<PAGE>

<TABLE>
<CAPTION>
Positions and Offices
Name and Principal with the
Business Address Depositor
----------------------- ------------------------
<S> <C>
Wayne A. Barnard Vice President & Actuary
2727-A Allen Parkway
Houston, Texas 77019

Robert F. Herbert Vice President, Controller, &
2727-A Allen Parkway Associate Tax Officer
Houston, TX 77019

Timothy W. Still Vice President
2727-A Allen Parkway
Houston, Texas 77019

Steven A. Glover Associate General Counsel &
2727-A Allen Parkway Assistant Secretary
Houston, TX 77019

Joyce R. Bilski Administrative Officer
2727-A Allen Parkway
Houston, TX 77019

Farideh Farrokhi Assistant Controller
2727-A Allen Parkway
Houston, TX 77019

</TABLE>
C-8

<PAGE>

Item 26. Persons Controlled By Or Under Common Control With the
Depositor or Registrant

SUBSIDIARIES OF AMERICAN GENERAL CORPORATION (1)

The following is a list of American General Corporation's subsidiaries as of
November 30, 1995. All subsidiaries listed are corporations, unless otherwise
indicated. Subsidiaries of subsidiaries are indicated by indentations and
unless otherwise indicated, all subsidiaries are wholly owned. Inactive
subsidiaries are denoted by an asterisk (*).

<TABLE>
<CAPTION>
Jurisdiction of
Name Incorporation
-------------------------------------------------------------------------- ----------------------
<S> <C>
AGC Life Insurance Company (2).................................................. Missouri
American Franklin Company ................................................... Delaware
The Franklin Life Insurance Company ...................................... Illinois
The American Franklin Life Insurance Company .......................... Illinois
Franklin Financial Services Corporation ............................... Delaware
The Franklin United Life Insurance Company ............................ New York
American General Life and Accident Insurance Company ........................ Tennessee
American General Exchange, Inc. .......................................... Tennessee
Gulf Life Insurance Company .............................................. Tennessee
American General Life Insurance Company ..................................... Texas
American General Annuity Service Corporation ............................. Texas
American General Life Insurance Company of New York...................... New York
The Winchester Agency Ltd. ............................................ New York
American General Securities Incorporated (3).............................. Texas
American General Insurance Agency, Inc. ............................... Missouri
American General Insurance Agency of Hawaii, Inc. ..................... Hawaii
American General Insurance Agency of
Massachusetts, Inc. ................................................... Mass.
The Variable Annuity Life Insurance Company .............................. Texas
The Variable Annuity Marketing Company ................................ Texas
Allen Property Company ......................................................... Delaware
Florida Westchase Corporation................................................ Delaware
Greatwood Development, Inc................................................... Delaware
Greatwood Golf Club, Inc. ................................................... Texas
Highland Creek Golf Club, Inc. .............................................. No. Carolina
Hunter's Creek Communications Corporation ................................... Florida
Pebble Creek Corporation .................................................... Delaware
Pebble Creek Development Corporation ........................................ Florida
Westchase Development Corporation............................................ Delaware
Westchase Golf Corporation .................................................. Florida
American General Capital Services, Inc. ........................................ Delaware
</TABLE>

C-9

<PAGE>

Jurisdiction of
Name Incorporation
-------------------------------------------------------------------------- ----------------------
<S> <C>
American General Delaware Management Corporation1 .............................. Delaware
American General Finance, Inc. ................................................. Indiana
AGF Investment Corp. ........................................................ Indiana
American General Finance Corporation (4)..................................... Indiana
American General Finance Group, Inc. ..................................... Delaware
American General Financial Services, Inc. (5)............................. Delaware
The National Life and Accident Insurance Company....................... Texas
Merit Life Insurance Co. ................................................. Indiana
Yosemite Insurance Company ............................................... California
American General Financial Center ........................................... Utah
American General Financial Center, Inc.* .................................... Indiana
American General Financial Center, Incorporated* ............................ Indiana
American General Financial Center Thrift Company* ........................... California
Thrift, Incorporated* ....................................................... Indiana
American General Investment Corporation ........................................ Delaware
American General Mortgage Company............................................ Delaware
American General Realty Investment Corporation .............................. Texas
American Athletic Club, Inc. ............................................. Texas
Hope Valley Farms Recreation Association, Inc. ........................... No. Carolina
INFL Corporation ......................................................... Delaware
Ontario Vineyard Corporation ............................................. Delaware
Pebble Creek Country Club Corporation .................................... Florida
Pebble Creek Service Corporation ......................................... Florida
SR/HP/CM Corporation ..................................................... Texas
American General Land Development, Inc. ........................................ Delaware
American General Mortgage and Land Development, Inc............................. Delaware
American General Property Insurance Company .................................... Tennessee
American General Realty Advisors, Inc. ......................................... Delaware
Bayou Property Company.......................................................... Delaware
AGLL Corporation (6)......................................................... Delaware
American General Land Holding Company ....................................... Delaware
AG Land Associates, LLC6.................................................. California
Hunter's Creek Realty, Inc.* ............................................. Florida
Summit Realty Company, Inc. .............................................. So. Carolina
Financial Life Assurance Company of Canada ..................................... Canada
Florida GL Corporation ......................................................... Delaware
GPC Property Company ........................................................... Delaware
Cinco Ranch Development Corporation .........................................
Texas Cinco Ranch East Development, Inc. .................................... Delaware
Cinco Ranch West Development, Inc. .......................................... Delaware
The Colonies Development, Inc. .............................................. Delaware
Fieldstone Farms Development, Inc. .......................................... Delaware
Hickory Downs Development, Inc. ............................................. Delaware
Lake Houston Development, Inc. .............................................. Delaware
</TABLE>

C-10

<PAGE>

Jurisdiction of
Name Incorporation
-------------------------------------------------------------------------- ----------------------
<S> <C>

South Padre Development, Inc. ............................................... Delaware
Green Hills Corporation ........................................................ Delaware
Knickerbocker Corporation ...................................................... Texas
Lincoln American Corporation ................................................... Delaware
Pavilions Corporation........................................................... Delaware
</TABLE>

American General Finance Foundation, Inc. is not included on this list. It is
a non-profit corporation.

(1) The following limited liability companies were formed in the State of
Delaware on March 28, 1995. The limited liability interests of each are
jointly owned by AGC and AGDMC and the business and affairs of each are
managed by AGDMC:

American General Capital, L.L.C.
American General Delaware, L.L.C.

(2) The following companies became approximately 40% owned by AGC Life
Insurance Company ("AGCL") on December 23, 1994:

Western National Corporation ("WNC")
WNL Holding Corporation
Western National Life Insurance Company
WesternSave (401K Plan)
Independent Advantage Financial & Insurance Services, Inc.
WNL Investment Advisory Services, Inc.
Conseco Annuity Guarantee Corp.
WNL Brokerage Services, Inc.
WNL Insurance Services, Inc.

Accordingly, these companies became AGCL affiliates under insurance
holding company laws. However the WNC stock is held for investment
purposes by AGCL and there are no plans for AGCL to direct the operations
of any of these companies.

(3) The following companies are controlled indirectly by American General
Securities Incorporated:

American General Insurance Agency of Ohio, Inc.
American General Insurance Agency of Texas, Inc.
American General Insurance Agency of Oklahoma, Inc. (formerly American
Capital Marketing Insurance Agency of Oklahoma, Inc.)

(4) American General Finance Corporation is the parent of an additional 43
wholly owned subsidiaries incorporated in 27 states for the purpose of
conducting its consumer finance operations.

C-11

<PAGE>

(5) American General Financial Services, Inc. is the parent of an additional 7
wholly owned subsidiaries incorporated in 4 states and Puerto Rico for the
purpose of conducting its consumer finance operations.

(6) AG Land Associates, LLC is jointly owned by AGLH and AGLL. AGLH holds a
98.75% managing interest and AGLL owns a 1.25% managing interest.

All of the subsidiaries of AG Life are included in its consolidated financial
statements, which are filed in Part B of this Registration Statement.

Item 27. Number of Contract Owners

As of November 30, 1995, there were 343 owners of Contracts of the class
covered by this registration statement.

Item 28. Indemnification

Article VII, section 1, of the Company's By-Laws provides, in part, that the
Company shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the Company) by reason of the fact that such person is or was
serving at the request of the Company, against expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with such proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in the best interest of the Company and, in
the case of a criminal proceeding, had no reasonable cause to believe the
conduct of such person was unlawful.

Article VII, section 1 (in part), section 2, and section 3, provide that the
Company shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action
by or in the right of the Company to procure a judgment in its favor by reason
of the fact that such person is or was acting in behalf of the Company,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such action if such person acted in good
faith, in a manner such person believed to be in the best interests of the
Company, and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances. No
indemnification shall be made under section 1: (a) in respect of any claim,
issue, or matter as to which such person shall have been adjudged to be liable
to the Company, unless and only to the extent that the court in which such
action was brought shall determine upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for the expenses which such court shall determine; (b) of amounts
paid in settling or otherwise disposing of a threatened or pending action with
or without court approval; or (c) of expense incurred in defending a
threatened or pending action which is settled or otherwise disposed of without
court approval.

C-12

<PAGE>

Article VII, section 3, provides that, with certain exceptions, any
indemnification under Article VII shall be made by the Company only if
authorized in the specific case, upon a determination that indemnification of
the person is proper in the circumstances because the person has met the
applicable standard of conduct set forth in section 1 of Article VII by (a) a
majority vote of a quorum consisting of directors who are not parties to such
proceeding; (b) approval of the shareholders, with the shares owned by the
person to be indemnified not being entitled to vote thereon; or (c) the court
in which such proceeding is or was pending upon application made by the
Company or the indemnified person or the attorney or other persons rendering
services in connection with the defense, whether or not such application by
the attorney or indemnified person is opposed by the Company.

Article VII, section 7, provides that for purposes of Article VII, those
persons subject to indemnification include any person who is or was a
director, officer, or employee of the Company, or is or was serving at the
request of the Company as a director, officer, or employee of another foreign
or domestic corporation which was a predecessor corporation of the Company or
of another enterprise at the request of such predecessor corporation.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

Item 29. Principal Underwriters

(a) Registrant's principal underwriter, American General Securities
Incorporated, also acts as principal underwriter for American
General Life Insurance Company of New York Separate Account E
and American General Life Insurance Company Separate Account A.

C-13

<PAGE>

(b) The directors and principal officers of the principal
underwriter are:

<TABLE>
<CAPTION>
Position and Offices
with Underwriter,
Name and Principal American General
Business Address Securities Incorporated
- - ----------------------- -----------------------
<S> <C>
Robert S. Cauthen, Jr. Chairman
American General Life
2727-A Allen Parkway
Houston, TX 77019

F. Paul Kovach, Jr. Director & President
American General Securities
Incorporated
2727 Allen Parkway
Houston, TX 77019

George W. Bentham Director, Senior Vice President &
American General Life Chief Marketing Officer
2727-A Allen Parkway
Houston, TX 77019

Bill B. Luther Director & Vice President
American General Life
2727-A Allen Parkway
Houston, TX 77019

Thomas B. Phillips Director & Secretary
American General Life
2727-A Allen Parkway
Houston, TX 77019

Zafar Rashid Director, Vice President &
American General Life Treasurer
2727-A Allen Parkway
Houston, TX 77019

William A. Swalick Director & Vice President
American General Life
2727-A Allen Parkway
Houston, TX 77019

Fred G. Fram Vice President
American General Securities
Incorporated
2727 Allen Parkway
Houston, TX 77019
</TABLE>

C-14

<PAGE>

<TABLE>
<CAPTION>
Position and Offices
with Underwriter,
Name and Principal American General
Business Address Securities Incorporated
- - ----------------------- -----------------------
<S> <C>
Steven A. Glover Assistant Secretary
American General Life
2727-A Allen Parkway
Houston, TX 77019

Carole D. Hlozek Administrative Officer
American General Securities
Incorporated
2727 Allen Parkway
Houston, TX 77019

J. Andrew Kalbaugh Administrative Officer
American General Securities
Incorporated
2727 Allen Parkway
Houston, TX 77019
</TABLE>

Item 30. Location of Records

All records referenced under Section 31(a) of the 1940 Act, and Rules 31a-1
through 31a-3 thereunder, are maintained and in the custody of American
General Life Insurance Company at its principal executive office located at
2727-A Allen Parkway, Houston, TX 77019.

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

The Registrant undertakes: A) to file a post-effective amendment to this
registration as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16
months old for so long as payments under the Contracts may be accepted; B) to
include either (1) as part of any application to purchase a Contract offered
by these prospectuses, a space that an applicant can check to request a
Statement of Additional Information, or (2) a toll-free number or a post card
or similar written communication affixed to or included in the applicable
prospectus that the applicant can remove to send for a Statement of Additional
Information; C) to deliver any Statement of Additional Information and any
financial statements required to be made available under this form promptly
upon written or oral request.
C-15

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant, American General Life Insurance Company Separate
Account D, certifies that it meets the requirements of Securities Act Rule
485(a), for effectiveness of this Amendment to the Registration Statement and
has duly caused this Amendment to the Registration Statement to be signed on
its behalf, in the City of Houston, and State of Texas on this 27th day of
December, 1995.

AMERICAN GENERAL LIFE INSURANCE AMERICAN GENERAL LIFE INSURANCE
COMPANY SEPARATE ACCOUNT D COMPANY
(Registrant) (Depositor)

By: /s/ZAFAR RASHID By: /s/ZAFAR RASHID
--------------- ---------------
ZAFAR RASHID ZAFAR RASHID
Senior Vice President of Senior Vice President
American General Life
Insurance Company

As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

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

ROBERT S. CAUTHEN Principal Executive December 27, 1995
--------------------- Officer
(Robert S. Cauthen)

ZAFAR RASHID* Principal Financial and December 27, 1995
----------------- Accounting Officer
(Zafar Rashid)

Directors
-----------

BILL B. LUTHER*
----------------- ---------------
(Harold S. Hook) (Bill B. Luther)

ROBERT S. CAUTHEN* ZAFAR RASHID*
------------------ -------------
(Robert S. Cauthen) (Zafar Rashid)

ROBERT M. DEVLIN* PETER V. TUTERS*
----------------- ----------------
(Robert M. Devlin) (Peter V. Tuters)

GEORGE W. BENTHAM* AUSTIN P. YOUNG*
------------------- ----------------
(George W. Bentham) (Austin P. Young)

/s/STEVEN A. GLOVER
- - ------------------------ December 27, 1995
*By Steven A. Glover, Attorney-in-Fact

<PAGE>

EXHIBIT INDEX

3(a)(ii) Master Marketing and Distribution Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, Van Kampen American Capital Marketing,
Inc., and Van Kampen American Capital Distributors, Inc. (to be
filed by amendment)

3(b)(iv) Selling/Master General Agent Agreement by and among American
General Life Insurance Company, American General Securities
Incorporated, and Van Kampen American Capital Distributors,
Inc. (to be filed by amendment)

3(c)(i)(B) Participation Agreement by and among American General Life
Insurance Company, American General Securities Incorporated,
Van Kampen American Capital Life Insurance Trust, Van Kampen
American Capital Asset Management, Inc., and Van Kampen
American Capital Distributors, Inc. (to be filed by amendment)

4(e)(i)(B) Specimen form of Individual Retirement Annuity Disclosure
Statement available under Contract Form Nos. 95020 and 95021.

4(f)(i) Specimen form of Combination Fixed and Variable Annuity
Contract (Form No. 93020).

4(f)(ii) Specimen form of Combination Fixed and Variable Annuity
Contract (Form No. 93021).

4(f)(iii) Specimen form of pages for Contract Forms 93020 and 93021,
filed in the following states: California, Minnesota, North
Carolina, North Dakota, Oklahoma.

4(g)(i) Specimen form of Combination Fixed and Variable Annuity
Contract (Form No. 95020).

4(g)(ii) Specimen form of Combination Fixed and Variable Annuity
contract (Form No. 95021).

4(g)(iii) Specimen form of pages for Contract Forms 95020 and 95021,
filed in the following states: California, Idaho, Kansas,
Massachusetts, Minnesota, North Carolina, North Dakota,
Oklahoma, Pennsylvania, South Carolina, Texas, Utah, and West
Virginia.

4(g)(iv) Specimen form of Waiver of Surrender Charges Rider for Contract
Form Nos. 95020 and 95021.

5(a)(ii) Specimen form of Application for Contract Form Nos. 95020 and
95021.

13(b)(i) Computations of hypothetical historical standardized average
annual total returns for the Emerging Growth, Enterprise,
Global Equity, Real Estate Securities, Asset Allocation,
Domestic Income, Government, and Money Market Divisions,
available under Contract Form Nos. 95020 and 95021 for the one
and five year periods ending December 31, 1995, and since
inception. (to be filed by amendment)

<PAGE>

13(b)(ii) Computations of hypothetical historical non-standardized total
returns for the Emerging Growth, Enterprise, Global Equity,
Real Estate Securities, Asset Allocation, Domestic Income,
Government, and Money Market Divisions, available under
Contract Form Nos. 95020 and 95021 for the one and five year
periods ending December 31, 1995, and since inception. (to be
filed by amendment)

13(b)(iii) Computations of hypothetical historical non-standardized
cumulative total returns for the Emerging Growth, Enterprise,
Global Equity, Real Estate Securities, Asset Allocation,
Domestic Income, Government, and Money Market Divisions,
available under Contract Form Nos. 95020 and 95021 for the one
and five year periods ending December 31, 1995, and since
inception. (to be filed by amendment)

13(b)(iv) Computations of hypothetical historical 30 day yield for the
Domestic Income Division, the Government Division, and the
Asset Allocation Division, available under Contract Form Nos.
95020 and 95021 for the one month period ended December 31,
1995. (to be filed by amendment)

13(b)(v) Computations of hypothetical historical seven day yield and
effective yield for the Money Market Division, available under
Contract Form Nos. 95020 and 95021 for the seven day period
ended December 31, 1995. (to be filed by amendment)

15(f) Power of Attorney with respect to Registration Statements and
Amendments thereto signed by George W. Bentham in his capacity
as a director or officer of American General Life Insurance
Company.

16 Statement of Exemptive Relief Relied Upon.

AMERICAN GENERAL LIFE
Insurance Company

Unless otherwise directed by the Owner, we will pay a monthly income to the
Annuitant if living on the Annuity Commencement Date. The dollar amounts of
such payments will be determined on the basis of the provisions of this
contract. The first payment will be payable on the Annuity Commencement Date.
Subsequent payments will be payable on the corresponding day of each month
thereafter in accordance with the provisions of this contract.

All payments and values provided by this contract, when based on the
investment experience of a Separate Account are variable, may increase or
decrease and are not guaranteed as to amount. See "Separate Account" on page
10 and "Variable Annuity Payments" on page 16.

CANCELLATION RIGHT. You may return this contract for cancellation to us or to
the sales representative through whom it was purchased, within 10 days after
delivery. Upon surrender of this contract within the 10 day period, we will
refund the sum of your Account Value at the end of the Valuation Period in
which your request is received, plus any premium taxes and Annual Maintenance
Charge that have been deducted.

This is a FLEXIBLE PAYMENT VARIABLE and FIXED INDIVIDUAL DEFERRED
ANNUITY CONTRACT. NONPARTICIPATING--NOT ELIGIBLE FOR DIVIDENDS.

SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.

/s/THOMAS B. PHILLIPS /s/ROBERT S. CAUTHEN, Jr.
--------------------- --------------------
Secretary President

READ YOUR CONTRACT CAREFULLY

[AMERICAN GENERAL LOGO]

A STOCK COMPANY
A Subsidiary of American General Corporation

Home Office: Houston, Texas

2727 Allen Parkway P.O. Box 1401 Houston, TX 77251-1401 (713) 831-3102

93020
<PAGE>
INDEX

Page

Allocation of Purchase Payments . . . . . . . . . . . . . . . . . . . . 7

Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Annuity Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Annuity Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Change of Investment Advisor or

Investment Policy . . . . . . . . . . . . . . . . . . . . . . . . . 6

Death Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

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

Divisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Fixed Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Guarantee Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Maintenance Charge . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Net Investment Factor . . . . . . . . . . . . . . . . . . . . . . . . . 10

One-Time Reinstatement Privilege . . . . . . . . . . . . . . . . . . . 14

Ownership Provisions . . . . . . . . . . . . . . . . . . . . . . . . . 7

Partial Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Payment of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Premium Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Purchase Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Schedule Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Surrender Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Tax Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Variable Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . 16

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<PAGE>
SCHEDULE PAGE

<TABLE>

<S> <C>
MINIMUM INITIAL PURCHASE PAYMENT: $5,000

MINIMUM ADDITIONAL PURCHASE PAYMENTS
(Per Division or Guarantee Period): $ 100

ADDITIONAL BENEFITS: NONE

MAXIMUM ASSET CHARGE FACTORS (Separate Account Only) ANNUAL RATE: 1.55%

ANNUAL MAINTENANCE CHARGE: $ 36

MAXIMUM TRANSFER CHARGE: $ 25

ISSUE AGE: 35

ANNUITY COMMENCEMENT DATE: OCTOBER 1, 2021
</TABLE>
<TABLE>

INITIAL ALLOCATION:

<CAPTION>
Net Dollar
Amount of
Percentage Allocations

<S> <C> <C>
Money Market 100% $5,000
Corporate Bond xx% $ xx.xx
Common Stock xx% $ xx.xx
Government xx% $ xx.xx
Multiple Strategy xx% $ xx.xx
Stock Index xx% $ xx.xx
Social Awareness xx% $ xx.xx
International Equities xx% $ xx.xx
Fixed Account xx% $ xx.xx
1 Year Guarantee Period xx% $ xx.xx
3 Year Guarantee Period xx% $ xx.xx
5 Year Guarantee Period xx% $ xx.xx
----- --------

Total Allocations 100% $5,000
</TABLE>

<TABLE>
<S> <C>
CONTRACT NUMBER: 0500

ANNUITANT: JOHN DOE

CONTRACT OWNER: JOHN DOE

DATE OF ISSUE: OCTOBER 1, 1991

CONTRACT JURISDICTION: (STATE NAME)
</TABLE>

Page 3
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<PAGE>
DEFINITIONS

COMPANY REFERENCE. "We", "our", "us", or "Company" means American General Life
Insurance Company.

YOU, YOUR, OWNER. The words "you" or "your" mean the Owner of this Contract.
The "Owner" is the person, persons or entity entitled to the ownership rights
stated in this Contract and in whose name or names this Contract is issued.
The Owner may designate a trustee or custodian of a retirement plan which
meets the requirements of Section 401, Section 408(c), Section 408(k), or
Section 457 of the Internal Revenue Code to serve as legal owner of assets of
a retirement plan, but the term "Owner" as used herein, shall refer to the
organization entering into this Contract.

ACCOUNT. Any of the Divisions or the Fixed Account.

ACCUMULATION UNIT. An accounting unit of measure used to calculate the value
of a Division of this Contract before annuity payments begin.

ANNUITANT. The person upon whose date of birth income payments are based. The
Annuitant's name is shown on Page 3.

ANNUITY UNIT. A unit of measurement to calculate variable annuity payments.

BENEFICIARY. The person entitled to receive benefits as per the terms of this
Contract in case of the death of the Owner or Annuitant, as applicable. If no
named Beneficiary is living at the time any payment is to be made, the Owner
shall be the Beneficiary, or if the Owner is not living, the Owner's estate
shall be the Beneficiary.

CONTRACT VALUE. The value of the Divisions plus the value of the Fixed Account
that is attributable to this Contract on any day.

CONTRACT YEAR. A period of 12 consecutive months beginning on the Date of
Issue or any anniversary thereof.

CONTRACT ANNIVERSARY. Each anniversary of the Date of Issue of this Contract.

DATE OF ISSUE. The date on which this Contract becomes effective as shown on
Page 3.

DIVISION. The subdivisions of the Separate Account which are used to determine
how the Participant's Account is allocated among the Variable Fund Portfolios.

FIXED ANNUITY OPTION. An Annuity Option with payments which do not vary with
investment performance as to dollar amount.

GUARANTEE PERIOD. The period for which a Guaranteed Interest Rate is credited.

GUARANTEED INTEREST RATE. The minimum rate we may use to credit interest on an
effective annual basis during any Guarantee Period.

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<PAGE>
HOME OFFICE. Our office at 2727 Allen Parkway, Houston, Texas 77019;
1-713-831-3102; Mailing Address P.O. Box 1401, Houston, Texas 77251-1401.

NET ASSET VALUE PER SHARE. The net assets of a Variable Fund Portfolio divided
by the number of shares in the Variable Fund Portfolio.

NET PURCHASE PAYMENT. The gross amount of a Purchase Payment less any Premium
Taxes deducted at the time a Purchase Payment is made.

NON-QUALIFIED CONTRACT. A Contract that does not qualify for the special
federal income tax treatment applicable in connection with retirement plans.

OWNER'S ACCOUNT. An account established for each Owner to which each Purchase
Payment is credited.

PREMIUM TAX. The amount of tax, if any, charged by a state or municipality on
premium payments or Contract values.

PURCHASE PAYMENT. An amount paid to the Company as consideration for the
benefits described herein.

QUALIFIED CONTRACT. A Contract that is qualified for the special federal
income tax treatment applicable in connection with certain retirement plans.

SEPARATE ACCOUNT. A segregated investment account entitled "Separate Account
D" established by the Company to separate the assets funding the variable
benefits for the class of contracts to which this Contract belongs from the
other assets of the Company. That portion of the assets of the Separate
Account equal to the reserves and other contract liabilities with respect to
the Separate Account shall not be chargeable with liabilities arising out of
any other business we may conduct. Income, gains and losses, whether or not
realized, from assets allocable to the Separate Account, are credited to or
charged against such account without regard to our other income, gains or
losses.

VALUATION DATE. Any day on which we are open for business except, with respect
to any Division, a day on which the related Variable Fund Portfolio does not
value its shares.

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 Exchange on the next Valuation Date.

VARIABLE ANNUITY OPTION. An Annuity Option under which we promise to pay the
Annuitant or other properly-designated Payee one or more payments which vary
in amount in accordance with the net investment experience of the applicable
Divisions selected to measure the value of this Contract.

VARIABLE FUND PORTFOLIO. An individual investment fund or series in which a
Division invests.

WRITTEN, IN WRITING. A written request or notice in acceptable form and
content, which is signed and dated, and received at our Home Office.

Page 5
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<PAGE>
GENERAL PROVISIONS

Entire Contract This Contract and the application, a copy of which is
attached, is the entire Contract. All statements made
by the Contract Owner or Annuitant will be deemed
representations and not warranties. No statement will
be used to reduce a claim under this Contract unless
it is in writing.

Not Contestable This Contract is not contestable.

Guarantees Subject to the Net Investment Factor provision, we
guarantee that the dollar amount of Variable Annuity
Payments made during the lifetime of the Payee(s)
will not be adversely affected by our actual
mortality experience or by the actual expenses
incurred by us in excess of the expense deductions
provided for in this Contract.

Settlement All benefits under this Contract are payable from our
Home Office.

Nonparticipating This Contract is nonparticipating and does not share
in our surplus or earnings.

Change of Investment Unless otherwise required by law or regulation, the
Advisor or Investment investment advisor or any investment policy may not
Policy be changed without our consent. If required, approval
of or change of any investment objective will be
filed with the Insurance Department of the state
where this Contract is delivered. You will be
notified of any material investment policy change
which has been approved. Notification of an
investment policy change will be given in advance to
those Owners who have the right to comment on or vote
on such change.

Any substitution of the underlying investments of any
Division will comply with all applicable requirements
of the Investment Company Act of 1940 and rules
thereunder.

Rights Reserved Upon notice to you, this Contract may be modified by
by us us, but only if such modification is necessary to:

(1) Operate the Separate Account in any form
permitted under the Investment Company Act of
1940 or in any other form permitted by law;

(2) Transfer any assets in any Division to another
Division, or to one or more separate accounts,
or to the Fixed Account;

(3) Add, combine or remove Divisions in the Separate
Account;

(4) Substitute for the shares held in any Division,
the shares of another Variable Fund Portfolio or
the shares of another invest-ment company or any
other investment permitted by law;

(5) Make any changes as required by the Internal
Revenue Codeor by any other applicable law,
regulation or interpretation inorder to continue
treatment of this Contract as an annuity; or

(6) Make any changes required to comply with rules
of any Variable Fund Portfolio.

When required by law, we will obtain your approval of
changes and we will gain approval from any
appropriate regulatory authority.

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<PAGE>
Changing the Terms Any change in your contract must be approved by one
of Your Contract of our officers. No agent has the authority to make
any changes or waive any of the terms of your
contract.

Termination This Contract will remain in force until surrendered
for its full value, or all annuity payments have been
made, or the death proceeds have been paid, except as
follows:

If the Owner's Account Value is less than $500, We
may cancel this Contract upon 60 days' notice to the
Owner. Such cancellation would be considered a full
surrender of this Contract.

If the Owner's Account Value in any Division falls
below $500, we reserve the right to transfer the
remaining balance, without charge, to the Money
Market Division.

PURCHASE PAYMENTS

Minimum Payments The minimum amounts acceptable as Purchase Payments
are shown on Page 3. We reserve the right to modify
these minimums or to refuse a Purchase Payment for
any reason.

Allocation of The initial allocation for Net Purchase Payments is
Purchase Payments shown on Page 3 of this Contract and will remain in
effect until changed by Written notice. The
percentage allocation for future Net Purchase
Payments may be changed at any time by Written
notice.

Changes in the allocation will be effective on the
date we receive the Owner's notice. The allocation
may be 100% to any available Division or Guarantee
Period, or may be divided among these options in
whole percentage points totaling 100%.

The initial Purchase Payment will be credited to the
Owner's Account not more than two Valuation Periods
after we receive it, together with all other required
documentation, in good order at the office designated
by the Company for the processing of initial Purchase
Payments. Subsequent Purchase Payments will be
credited as of the end of the Valuation Period in
which they are so received.

Premium Taxes When applicable, we will deduct an amount to cover
premium taxes. Such deduction will be made:

(1) From Purchase Payment(s) when received; or

(2) From the Account Value at the time annuity
payments are to commence; or

(3) From the amount of any partial withdrawal; or

(4) From proceeds payable upon termination of the
contract for any other reason, including death
of the Annuitant or Owner, or surrender of the
contract.

If premium tax is paid, the Company may reimburse
itself for such tax when deduction is being made
under paragraphs 2, 3, or 4 above calculated by
multiplying the sum of Purchase Payments being
withdrawn by the applicable premium tax percentage.

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<PAGE>
OWNERSHIP PROVISIONS

Exercise of Contract This Contract belongs to the Owner, who is entitled
Rights to exercise all rights and privileges in connection
with this Contract. Where a Contract is jointly
owned, both Owners must join in any request to
exercise the rights or privileges of an Owner.

In any case, such rights and privileges can be
exercised without the consent of the Beneficiary
(other than an irrevocably - designated Beneficiary)
or any other person. Such rights and privileges may
be exercised only during the lifetime of the
Annuitant and prior to the Annuity Commencement Date,
except as otherwise provided in this Contract.

Unless the Owner specifies otherwise, the Annuitant
will become the Payee on the Annuity Commencement
Date. If the Owner or the Annuitant dies prior to the
Annuity Commencement Date, the Beneficiary will
become the Payee. Such Payees may thereafter exercise
such rights and privileges of ownership which
continue.

Beneficiary The Owner has named the Beneficiary and any
contingent Beneficiary in the application. By Written
notice to us, a non-irrevocable Beneficiary may be
changed by the Owner prior to the Annuity
Commencement Date or by the Annuitant or other
properly-designated Payee after the Annuity
Commencement Date.

Change of Ownership Ownership of a Qualified Contract may not be
transferred except to: (1) the Annuitant; (2) a
trustee or successor trustee of a pension or profit
sharing trust which is qualified under Section 401 of
the Internal Revenue Code; (3) the employer of the
Annuitant, provided that the Qualified Contract after
transfer is maintained under the terms of a
retirement plan qualified under Section 403(a) of the
Internal Revenue Code for the benefit of the
Annuitant; (4) the trustee of an individual
retirement account plan qualified under Section 408
of the Internal Revenue Code; or (5) as otherwise
permitted from time to time by laws and regulations
governing the retirement or deferred compensation
plans for which a Qualified Contract may be issued.
In no other case may a Qualified Contract be sold,
assigned, transferred, discounted or pledged as
collateral.

During the lifetime of the Annuitant and prior to the
Annuity Commencement Date, the Owner may change the
ownership of a Non-Qualified Contract.

A change of ownership will not be binding upon us
until we receive Written notification at our Home
Office. When such notification is so received, the
change will be effective as of the date of the signed
request for change, but the change will be without
prejudice to us on account of any payment made, or
any action taken by us prior to receiving the change,
or on account of any tax consequence.

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<PAGE>
beginning within one year after the date of death of
the Owner. The Beneficiary shall be considered the
designated beneficiary for the purposes of Section
72(s) of the Internal Revenue Code. In all cases, any
such designated beneficiary will not be entitled to
exercise any rights prohibited by applicable federal
income tax law.

These mandatory distribution requirements will not
apply when the designated Beneficiary is the spouse
of the deceased Owner, if the spouse elects to
continue this Contract in the spouse's own name, as
Owner. When the deceased Owner was also the
Annuitant, the surviving spouse (if the designated
Beneficiary) may elect to be named as both Owner and
Annuitant and continue this Contract.

If the Payee under a Non-Qualified Contract dies
after the Annuity Commencement Date and before all of
the payments under the Annuity Option have been
distributed, the remaining amount payable, if any,
must be distributed at least as rapidly as under the
method of distribution then in effect.

If the Owner prior to the Annuity Commencement Date,
or the Payee thereafter, is not a natural person,
then the foregoing distribution requirements shall
apply upon the death of the primary Annuitant within
the meaning of the Internal Revenue Code.

Periodic Reports We will send to each Owner, at least once during each
Contract Year, a statement showing the Owner's
Account Value as of a date not more than two months
prior to the date of mailing. We will also send such
statements as may be required by applicable state and
federal laws, rules and regulations.

Owner's Account We will establish an Owner's Account for the Owner
under this Contract and will maintain such account
during the Accumulation Period. The Owner's Account
Value for any Valuation Period will be equal to the
Owner's Separate Account Value, if any, plus the
Owner's Fixed Account Value, if any, for that
Valuation Period.

FIXED ACCOUNT

Fixed Account Value That portion of the Net Purchase Payment which is
allocated to the Fixed Account will be credited to
the Owner's Account and allocated to the Guarantee
Period(s) selected. The Fixed Account Value of an
Owner's Account for any Valuation Period is equal to
the sum of the values in each of the Guarantee
Periods credited to the Owner's account for such
Valuation Period.

The value in any one Guarantee Period on a Valuation
Date is the accumulated value of the Net Purchase
Payments, renewals or transfers allocated to the
Guarantee Period at the Guaranteed Interest Rate,
minus the accumulated value of surrenders and
transfers out of that Guarantee Period and
maintenance charges allocated to that Guarantee
Period, at the Guaranteed Interest Rate.

Guarantee Periods The Owner may select one or more Guarantee Period(s).
The period(s) selected will determine the Guaranteed
Interest Rates(s). The Net Purchase Payment or the
portion thereof (or amount transferred in accordance
with the transfer privilege provision described
below) allocated to a particular Guarantee Period
will earn interest at the Guaranteed Interest Rate
during the Guarantee Period. Guarantee Periods begin
on the date as of which we credit Owner's Account

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<PAGE>
Value to that Guarantee Period or, in the case of a
transfer, on the effective date of the transfer. The
Guarantee Period is the number of years we credit the
Guaranteed Interest Rate. The expiration date of any
Guarantee Period is the last day of the Guarantee
Period. Subsequent Guarantee Periods begin on the
first day following the expiration date. As a result
of Guarantee Period renewals, additional Purchase
Payments and transfers of portions of the Owner's
Account Value, Guarantee Periods of the same duration
may have different expiration dates and Guaranteed
Interest Rates.

We will notify the Owner in writing at least 30 and
no more than 60 days prior to the expiration date of
any Guarantee Period. A new Guarantee Period of the
same duration as the previous Guarantee Period will
begin automatically unless we receive Written notice
to the contrary from the Owner at least 3 business
days prior to the end of such Guarantee Period. The
Owner may elect to change to another Guarantee Period
or Division which we offer at such time.

If the amount of an Owner's Account Value in a
Guarantee Period at the end thereof is less than
$500, we will automatically, without charge, transfer
such amount to the Money Market Division of the
Separate Account; however, we will transfer such
amount to another available Division at the Owner's
request.

Guaranteed Interest We will periodically establish an applicable
Rates Guaranteed Interest Rate for each Guarantee Period we
offer. These rates will be guaranteed for the
duration of the respective Guarantee Periods. The
Guarantee Periods that we make available at any time
will be determined in our discretion.

No Guaranteed Interest Rate shall be less than an
effective annual rate of 3.5% per year.

SEPARATE ACCOUNT

Divisions The Separate Account has several Divisions, each
investing in a corresponding Variable Fund Portfolio.
Net Purchase Payments will be allocated to the
Divisions and the Fixed Account as shown on Page 3,
unless the Owner changes the allocation.

We will use the Net Purchase Payments and any
transferred amounts to purchase Variable Fund
Portfolio shares applicable to the Divisions at their
net asset value. We will be the owner of all Variable
Fund Portfolio shares purchased with the Net Purchase
Payment or transferred amounts.

Division Net Purchase Payments and transferred amounts
Accumulation allocated to the Separate Account will be credited to
Units the Owner's Account in the form of Division
Accumulation Units. The number of Division
Accumulation Units will be determined by dividing the
amount allocated to a Division by the Division
Accumulation Unit value as of the end of the
Valuation Period as of which the transaction is
credited. The value of each Division Accumulation
Unit was arbitrarily set as of the date the Division
first purchased Variable Fund Portfolio shares.
Subsequent values on any Valuation Date are equal to
the previous Division Accumulation Unit value times
the Net Investment Factor for the Valuation Period
ending on that Valuation Date.

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<PAGE>
Net Investment The Net Investment Factor is an index applied to
Factor measure the investment performance of a Division from
one Valuation Period to the next. The Net Investment
Factor may be greater or less than or equal to one;
therefore, the value of an Accumulation Unit may
increase, decrease or remain the same.

The Net Investment Factor for a Division is
determined by dividing (1) by (2), and then
subtracting (3) from the result, where:

(1) is the sum of:

(a) the Net Asset Value Per Share of the
Variable Fund Portfolio shares held in the
Division, determined at the end of the
current Valuation Period; plus

(b) the per share amount of any dividend or
capital gain distributions made on the
Variable Fund Portfolio shares held in the
Division during the current Valuation
Period;

(2) is the Net Asset Value Per Share of the Variable
Fund Portfolio shares held in the Division,
determined at the beginning of the current
Valuation Period; and

(3) is a factor representing the mortality risk,
expense risk, and administrative expense charge.
We will determine the daily asset charge factor
annually, but in no event may it exceed the
Maximum Asset Charge Factor as specified on Page
3.

Separate Account The Separate Account Value for any Valuation Period
Value is the total of the values in each Division credited
to the Owner's Account for such Valuation Period. The
value for each Division will be equal to:

(1) the number of Division Accumulation Units;
multiplied by

(2) the Division Accumulation Unit value for the
Valuation Period.

The Separate Account value will vary from Valuation
Date to Valuation Date reflecting the total value in
the Divisions.

TRANSFERS

Transfers We will make transfers at the end of the Valuation
Period in which we receive the Owner's Written
request for the transfer, subject to the following
restrictions. The maximum transfer charge is shown on
Page 3. Prior to the Annuity Commencement Date, the
Owner may make up to 12 transfers each Contract Year
without charge, and not more than 25% of the Owner's
Account Value allocated to a Guarantee Period at its
inception may be transferred during any Contract
Year, except the 25% limit does not apply to
transfers within 15 days before or after the end of
the applicable Guarantee Period. We reserve the right
to restrict or terminate transfers.

After the Annuity Commencement Date, the Owner may
make one transfer during any 180 day period; such
transfer is without charge. The Owner may not make
transfers from the fixed annuity account.

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<PAGE>
Each transfer from a Guarantee Period or Division
must be at least $500 or the Owner's total value in
the Guarantee Period or Division, if less. If a
transfer would cause the Owner's Account Value (or
value of an Annuity Option) in any Division or
Guarantee Period to fall below $500, then the
remaining balance in that Division or Guarantee
Period will also be transferred in the same
proportions as the transfer request.

We reserve the right to defer transfers from the
Fixed Account for up to 6 months from the date we
receive the request.

SURRENDERS

General Surrender The amount surrendered will normally be paid to the
Provisions Owner within 5 business days following our receipt
of:

(1) the Owner's Written request on a form acceptable
to us; and

(2) this Contract, if required.

We reserve the right to defer payment of surrenders
from the Fixed Account for up to 6 months from the
date we receive the request.

Full Surrender At any time prior to the Annuity Commencement Date
and during the lifetime of the Annuitant, the Owner
may surrender this Contract by sending us a Written
request. The amount payable on surrender is:

(1) the Owner's Account Value at the end of the
Valuation Period in which we receive the Owner's
request on a form acceptable to us;

(2) minus any applicable Surrender Charge;

(3) minus any applicable maintenance charge; and

(4) minus any applicable premium tax.

The amount payable upon surrender will not be less
than the amount required by state law.

Upon payment of the surrender amount, this Contract
will be terminated and the Company will have no
further obligation to the Owner.

All collateral assignees must consent to any
surrender or partial withdrawal. We may require that
this Contract be returned to our Home Office prior to
making payment.

Partial Withdrawals A portion of the Owner's Account Value may be
withdrawn at any time prior to the Annuity
Commencement Date. The Owner must send us a Written
request specifying the Divisions or Guarantee Periods
from which the surrender is to be made. However, in
cases where the Owner does not so specify, or the
withdrawal cannot be made in accordance with the
Owner's specification, we reserve the right to
implement the withdrawal pro rata from each Division
and Guarantee Period based on the Owner's Account
Value in each. Surrenders will be made effective at
the end of the Valuation Period in which we receive
the Written request. Partial withdrawals will be
subject to the following guidelines:

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<PAGE>

(1) The partial surrender amount from any Division or
Guarantee Period must be at least $500 or, if
less, the entire Owner's Account Value in the
Division or Guarantee Period.

(2) We will surrender Division Accumulation Units
from the Separate Account or interests in a
Guarantee Period so that the total amount
surrendered will be the sum of:

(a) The amount payable to the Owner;

(b) Plus any Surrender Charge and any applicable
premium tax;

(3) If a partial withdrawal would cause the Owner's
Account Value in any Division or Guarantee Period
to fall below $500, the remaining balance therein
will be transferred without charge to the Money
Market Division.

Surrender Charge Except as noted under "Surrender Charge Exceptions",
for Partial a Surrender Charge will be applied to the amount of
Withdrawals and any Purchase Payment withdrawn during the first 7
Full Surrenders years after it was first credited, as follows:

Surrender Charge
Year of as a Percentage
Purchase Payment of Purchase
Withdrawal Payment Withdrawn
---------------- -----------------

1st 7%
2nd 6%
3rd 5%
4th 4%
5th 3%
6th 2%
7th 1%
Thereafter 0%

For purposes of computing the Surrender Charge, the
oldest Purchase Payments are deemed to be withdrawn
first, and before any amounts in excess of Purchase
Payments are withdrawn from an Owner's Account. The
following transactions will be considered as
withdrawals for purposes of computing the Surrender
Charge: total surrender, partial withdrawal,
commencement of an annuity payment option and
termination due to insufficient Owner Account Value.

Surrender Charge The Surrender Charge will not apply:
Exceptions
(1) To any amounts in excess of Purchase Payments
that are withdrawn from an Owner's Account; or

(2) Upon selection of an annuity payment option that
is based on life contingencies, but only if the
Annuity Commencement Date does not fall within
the first 3 Contract Years.

(3) To that portion of your first withdrawal or total
surrender in a contract year:

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(a) That is up to 10% of the amount of Purchase
Payments not previously withdrawn; and

(b) That has been credited for one or more but
less than 7 years.

Once an automatic withdrawal during a Contract Year
pursuant to a systematic withdrawal plan established
with us has been made in reliance on the 10% free
withdrawal privilege, no non-automatic withdrawal may
rely on the 10% free withdrawal privilege during the
balance of that Contract Year. We will waive
surrender charges on multiple installments during a
contract year under a systematic withdrawal plan, the
total of which does not exceed the total amount
eligible under the 10% free withdrawal privilege.

A free withdrawal pursuant to any of the foregoing
Surrender Charge Exceptions is not deemed a
withdrawal of Purchase Payments except for purposes
of computing the 10% free withdrawal privilege.

MAINTENANCE CHARGE

Manner of The annual maintenance charge will be deducted at the
Deducting end of each Contract Year prior to the Annuity
Commencement Date. Unless paid directly, the charge
will be allocated among the Guarantee Periods and
Divisions in proportion to the Owner's Account Value
in each. The entire charge for the year will be
deducted from the proceeds of any full surrender of
this Contract.

TAX CHARGE

Right to We reserve the right to impose additional charges or
Impose establish reserves for any federal or local taxes
incurred or that may be incurred by us, and that may
be deemed attributable to the Contracts.

ONE-TIME REINSTATEMENT PRIVILEGE

Reinstatement of If the Owner has made a full surrender of the Owner's
Account Value Account Value, the Owner may reinstate the Contract,
if we receive the Written reinstatement request,
together with a return of the net surrender proceeds,
not more than 30 days after the date as of which the
surrender was made. In such a case, the Owner's
Account Value will be restored to what it was at the
time of the surrender (less any annual Contract
maintenance charge that has since become payable),
and any subsequent Surrender Charge will be computed
as if the Contract had been issued at the date of
reinstatement in consideration of a Purchase Payment
in the amount of such net surrender proceeds. This
onetime reinstatement privilege is available only if
the Owner's Account Value following the reinstatement
would be at least $500. Unless the owner requests
otherwise in Writing, the Account Value following the
reinstatement will be allocated among the Divisions
and Guarantee Periods in the same proportions as the
prior surrender.

DEATH PROCEEDS

Death Proceeds If the Annuitant dies prior to the Annuity
Before the Annuity Commencement Date, we will pay the death proceeds to
Commencement Date the Beneficiary.

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If the Annuitant had not attained age 75, the amount
of the death proceeds prior to the application of any
premium tax will be the greater of:

(1) The sum of the Net Purchase Payments made less
any prior partial withdrawals;

(2) The Owner's Account Value as of the end of the
Valuation Period in which we receive proof of the
Annuitant's death and a Written request from the
Beneficiary as to the manner of payment; and

(3) The Owner's Account Value as of the most recent
5-year Contract Anniversary, less the amount of
any Subsequest Partial Withdrawals.

If the Annuitant had attained age 75, the death
proceeds will be equal to the Owner's Account Value,
as set forth in (2) above, less (a) any applicable
Surrender Charge, (b) any uncollected annual
maintenance charge and (c) any applicable premium
tax.

If an Owner (including the first to die in the case
of joint Owners) under a Non-Qualified Contract dies
before the death proceeds otherwise become payable
and prior to the Annuity Commencement Date, we will
pay to the Beneficiary the amount that would have
been payable upon a full surrender of this Contract
as of the end of the Valuation Period in which we
receive proof of the Owner's death and a written
request from the Beneficiary as to the manner of
payment.

The death proceeds will not be less than the amount
payable on a full surrender at the date used to value
the death benefit. The death proceeds will be paid
when we receive:

(1) Proof of the Owner's or Annuitant's death; and

(2) A written request from the Beneficiary for either
a single sum or payment under an Annuity Option.

We will pay a single sum to the Beneficiary unless an
Annuity Option is chosen.

Death Proceeds on If the Annuitant dies on or after the Annuity
or After the Commencement Date, the Beneficiary will receive the
Annuity death proceeds, if any, as provided by the annuity
Commencement Date form in effect.

Proof of Death We accept any of the following as proof of the
Annuitant's or Owner's death:

(1) A copy of a certified death certificate;

(2) A copy of a certified decree of a court of
competent jurisdiction as to the finding of
death;

(3) A written statement by a medical doctor who
attended the deceased at the time of death; or

(4) Any other proof satisfactory to us.

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PAYMENT OF BENEFITS

Application of
Account Value Unless directed otherwise, we will apply the Fixed
Account Value to provide a Fixed Annuity, and the
Separate Account Value to provide a Variable Annuity.
The Owner must tell us in writing at least 30 days
prior to the Annuity Commencement Date if Fixed and
Separate Account values are to be applied in
different proportions. Transfers and partial
withdrawals will be permitted within the 30-day
period.

Annuity
Commencement Date The Annuity Commencement Date is specified in the
application and may be changed by Written notice from
the Owner, subject to our approval.

Options Available The Owner may elect to have annuity payments made
to a Contract beginning on the Annuity Commencement Date under any
Owner one of the Annuity Options described below. In the
absence of such election ten days prior to the
Annuity Commencement Date, the Owner's Account Value
will be applied under the Second Option with 120
monthly payments guaranteed, unless the joint and
survivor option is required by law.

Options Available The Owner, or in the case the Owner shall not have
to Beneficiary done so, the Beneficiary, within 60 days after the
death of the Annuitant or Owner, may elect in lieu of
payment in one sum, that any amount or part thereof
due by the Company under this Contract be applied
under any of the options described below. In such
case, the Beneficiary thereafter shall have all the
rights and options of the Owner.

The first annuity payment under any option shall be
made on the first day of the second month after
approval of the claim for settlement. Subsequent
payments shall be made periodically in accordance
with the manner of payment elected.

Payment Contract At such time as one of these options becomes
effective, this Contract shall be surrendered to the
Company in exchange for a payment contract providing
for the option elected.

Fixed Annuity Fixed Annuity Payments start on the Annuity
Payments Commencement Date. The amount of the first monthly
payment for the annuity selected will be at least as
favorable as that produced by the applicable annuity
tables of this Contract for each $1,000 of the
Owner's Account Value applied as of the end of the
Valuation Period that contains the tenth day prior to
the Annuity Commencement Date.

The dollar amount of any payments after the first
payment is specified during the entire period of
annuity payments, according to the provisions of the
Annuity Option selected.

VARIABLE ANNUITY PAYMENTS

Annuity Units We convert the Division Accumulation Units into
Division Annuity Units at the values determined at
the end of the Valuation Period which contains the
tenth day prior to the Annuity Commencement Date. The
number of Division Annuity Units remains constant as
long as an annuity remains in force and allocation
among the Divisions has not changed.

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Each Division Annuity Unit Value was arbitrarily set
when the Division first converted Division
Accumulation Units into Division Annuity Units.
Subsequent values on any Valuation Date are equal to
the previous Division Annuity Unit Value times the
Net Investment Factor for that Division for the
Valuation Period ending on that Valuation Date, with
an offset for the 3 1/2% assumed interest rate used
in the annuity tables of this Contract.

Variable Annuity Payments start on the Annuity
Commencement Date. Payments will vary in amount and
are determined at the end of the Valuation Period
that contains the tenth day prior to each payment. If
the monthly payment under the annuity form selected
is based on a single Division, the monthly payment is
found by multiplying the Division Annuity Unit Value
on said date by the number of Division Annuity Units.

If the monthly payment under the annuity form
selected is based upon more than one Division, the
above procedure is repeated for each applicable
Division. The sum of these payments is the Variable
Annuity Payment.

We guarantee that the amount of each payment will not
be affected by variations in expense or mortality
experience.

ANNUITY OPTIONS

First Option - Life Annuity - An annuity payable
monthly during the lifetime of the Annuitant.

Second Option - Life Annuity with 120, 180 or 240
Monthly Payments Guaranteed - An annuity payable
monthly during the lifetime of the Annuitant,
including the guarantee that if, at the death of
the Annuitant, payments have been made for less
than 120 months, 180 months or 240 months (as
selected), payments shall be continued during the
remainder of the selected period.

Third Option - Joint and Last Survivor Life
Annuity - An annuity payable monthly during the
joint lifetime of the Annuitant, and a secondary
Annuitant, and thereafter during the remaining
lifetime of the survivor, ceasing with the last
payment prior to the death of the survivor.

Fourth Option - Payments for a Designated Period
- An amount payable monthly for the number of
years selected which may be from 5 to 40 years.
If this option is selected on a variable basis,
the number of years may not exceed the life
expectancy of the Annuitant or other
properly-designated Payee.

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<PAGE>

Payments under this option are available on a
fixed basis only. To determine the remaining
balance at the end of any month, such balance at
the end of the previous month is decreased by the
amount of any installment paid during the month
and the result will be accumulated at an interest
rate not less than 3.5% compounded annually. If
the remaining balance at any time is less than
the amount of one installment, such balance will
be paid and will be the final payment under the
option.

In lieu of monthly payments, payments may be
elected on a quarterly, semi-annual or annual
basis, in which cases the amount of each annuity
payment will be determined on a basis consistent
with that described in this Contract for monthly
payments.

No election of any Annuity Option may be made in the
case where a Fixed or Variable Annuity is elected,
unless a minimum initial annuity payment of $100 will
be provided. No election of any Annuity Option may be
made in the case where a combination of a Fixed and a
Variable Annuity is elected, unless a minimum initial
annuity payment of $50 on each basis will be
provided. If the initial annuity payment does not
meet the minimum amount required for the Annuity
Option elected, the Company will provide a less
frequent payment schedule. If the minimum is still
not met, the Company will make a lump-sum payment of
the Account Value (less any Surrender Charge,
uncollected annual Maintenance Charge and applicable
premium tax) as of the date of this determination to
the Annuitant or other properly-designated Payee.

If the age of the Annuitant has been misstated to us,
any amount payable will be that which would have been
payable had the misstatement not occurred. We will
deduct any overpayment from the next payment or
payments due and add any underpayments to the next
payment due. Interest at an effective annual rate of
3.5% will be added to any such adjustment.

Annuity Tables The tables that follow show the dollar amount of the
first monthly payment for each $1,000 applied under
the options. Under the First or Second Options, the
amount of each payment will depend upon the
Annuitant's adjusted age at the time the first
payment is due. Under the Third Option, the amount of
each payment will depend upon the adjusted ages of
both Annuitants at the time the first payment is due.

In using the table of annuity payment rates, the ages
of the Annuitants must be reduced by one year for
Annuity Commencement Dates occurring during the
decade 2000-2009, reduced two years for Annuity
Commencement Dates occurring during the decade 2010-
2019, and reduced an additional year for each decade
that follows. The age 70 rate is also used for ages
above 70.

Alternate Amount If a fixed life income option is elected, the Owner
of Installments (or, if the Owner has not elected a payment option,
Under Fixed Life the Beneficiary) may elect life income payments equal
Income Options to those provided by those fixed single premium
immediate annuity option rates in use by the Company
when annuity payments begin.

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ANNUITY TABLES

AMOUNT OF MONTHLY PAYMENT
FOR EACH $1,000 OF ANNUITY VALUE

Options 1 and 2 - Life Annuities
<TABLE>

Adjusted Unisex ---------------Monthly Payments Guaranteed---------------

<CAPTION>
Age Option 1 Option 2 Option 2 Option 2
None 120 180 240

<S> <C> <C> <C> <C>
50 4.18 4.15 4.12 4.07
51 4.24 4.21 4.18 4.12
52 4.31 4.28 4.24 4.17
53 4.38 4.34 4.30 4.23
54 4.45 4.41 4.36 4.28
55 4.53 4.48 4.43 4.34
56 4.61 4.56 4.50 4.40
57 4.70 4.64 4.57 4.46
58 4.79 4.73 4.65 4.52
59 4.89 4.82 4.72 4.59
60 5.00 4.91 4.81 4.65
61 5.11 5.02 4.89 4.71
62 5.23 5.12 4.98 4.78
63 5.36 5.23 5.07 4.85
64 5.49 5.35 5.17 4.91
65 5.64 5.48 5.26 4.98
66 5.80 5.61 5.36 5.04
67 5.96 5.74 5.46 5.10
68 6.14 5.88 5.57 5.16
69 6.34 6.03 5.67 5.21
70 and above 6.54 6.19 5.77 5.27
</TABLE>

Option 3 - Joint and Last Survivor Life Annuity

<TABLE>

Adjusted Age Adjusted Age of Secondary Annuitant
of Annuitant

<CAPTION>
Unisex 50 55 60 65 70

Option 4 - Payments for a Designated Period
<TABLE>

<CAPTION>
Years of Amount of Monthly Years of Amount of Monthly
Payment Payment Payment Payment

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American General Life
Insurance Company

This is a FLEXIBLE PAYMENT VARIABLE and FIXED INDIVIDUAL DEFERRED ANNUITY
CONTRACT. NONPARTICIPATING--NOT ELIGIBLE FOR DIVIDENDS.

All payments and values provided by this contract, when based on the
investment experience of a separate account are variable, may increase or
decrease and are not guaranteed as to amount. See "separate account" on page
10 and "variable annuity payments" on page 16.

For Information, Service or to make a Complaint
Contact your Registered Representative,
or the Annuity Administration Department

American General Life
Insurance Company
2727 Allen Parkway
P.O. Box 1401
Houston, Texas 77251-1401
(713) 831-3102

[American General Logo]
A STOCK COMPANY

A Subsidiary of American General Corporation

93021

AMERICAN GENERAL LIFE
Insurance Company

This is a FLEXIBLE PAYMENT VARIABLE and FIXED INDIVIDUAL DEFERRED ANNUITY
CONTRACT. NONPARTICIPATING--NOT ELIGIBLE FOR DIVIDENDS.

SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.

/s/THOMAS B. PHILLIPS /s/ROBERT S. CAUTHEN, Jr.
--------------------- --------------------
Secretary President

READ YOUR CONTRACT CAREFULLY

[AMERICAN GENERAL LOGO]

A STOCK COMPANY

A Subsidiary of American General Corporation

Home Office: Houston, Texas

2727 Allen Parkway P.O. Box 1401 Houston, TX 77251-1401 (713) 831-3102

93021
<PAGE>

INDEX