AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D
497, 1996-07-01
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               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  flexible
payment deferred individual annuity contracts (the "Contracts").

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 Sierra Variable Trust (the "Trust"):  the Global Money Fund,
Growth Fund,  Growth and Income  Fund,  Emerging  Growth  Fund,  International
Growth  Fund,  U.S.  Government  Fund,  Short  Term High  Quality  Bond  Fund,
Corporate Income Fund, and Short Term Global Government Fund (the "Funds").

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


   
This  Prospectus is designed to provide  information  about the Contracts that
you ought to 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 May 1, 1996, as supplemented July 1, 1996,
is incorporated by reference into this Prospectus.  The "Table of Contents" of
the  Statement  appears at page 39 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 REPRESENTA TION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THIS  PROSPECTUS IS VALID ONLY WHEN  ACCOMPANIED BY THE CURRENT  PROSPECTUS OF
THE SIERRA VARIABLE TRUST.


   
                         Prospectus dated July 1, 1996
    


<PAGE>

CONTENTS


Glossary................................................................. 4
Fee Table................................................................ 7
Synopsis of Contract Provisions..........................................10
Selected Accumulation Unit Data..........................................13
AG Life..................................................................15
Separate Account D.......................................................15
The Funds................................................................15
The Fixed Account........................................................17
Contract Issuance and Purchase Payments..................................18
Owner Account Value......................................................19
  Variable Account Value.................................................19
  Fixed Account Value....................................................20
Transfer, Surrender and Partial Withdrawal of Owner Account Value........20
  Transfers..............................................................20
  Surrenders and Partial Withdrawals.....................................22
Annuity Period and Annuity Payment Options...............................22
  Annuity Commencement Date..............................................22
  Application of Owner Account Value.....................................23
  Fixed and Variable Annuity Payments....................................23
  Annuity Payment Options................................................24
  Transfers..............................................................26
Death Proceeds...........................................................26
  Death Proceeds Prior to the Annuity Commencement Date..................26
  Death Proceeds After the Annuity Commencement Date.....................27
  Proof of Death.........................................................27
Charges Under the Contracts..............................................28
  Premium Taxes..........................................................28
  Surrender Charge.......................................................28
  Transfer Charges.......................................................29
  Charge to Separate Account D...........................................30
  Miscellaneous..........................................................30
  One-Time Reinstatement Privilege.......................................30
  Reduction in Surrender Charges or Administrative Charges...............30
Long-Term Care and Terminal Illness......................................31
  Long-Term Care.........................................................31
  Terminal Illness.......................................................31
Other Aspects of the Contracts...........................................31
  Owners, Annuitants and Beneficiaries; Assignments......................31
  Reports................................................................32
  Rights Reserved by Us..................................................32
  Payment and Deferment..................................................32
Federal Income Tax Matters...............................................33
  General................................................................33
  Non-Qualified Contracts................................................33


                                       2

<PAGE>

  Individual Retirement Annuities ("IRAs")...............................35
  Simplified Employee Pension Plans......................................36
  Other Qualified Plans..................................................36
  Private Employer Unfunded Deferred Compensation
    Plans................................................................37
  Excess Distributions - 15% Tax.........................................37
  Federal Income Tax Withholding and Reporting...........................37
  Taxes Payable by AG Life and Separate Account D........................38
Distribution Arrangements................................................38
Legal Matters............................................................38
Other Information on File................................................39
Contents of Statement of Additional Information..........................39

                                       3

<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 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.

                                       4

<PAGE>

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

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  investment  fund or portfolio  available for  investment
under the  Contracts.  Currently,  each Fund is a part of The Sierra  Variable
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-
831-3102.


INVESTMENT  COMPANY  ACT OF 1940,  AS  AMENDED  ("1940  ACT") - a federal  law
governing  the  operations  of  investment  companies  such as the  Trust  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 allocated to the Divisions 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.

                                       5

<PAGE>

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.

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.

                                       6

<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
Separate  Account D 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).................................... 7.0%
     (computed as a percentage of purchase payments)
     Transfer Fee...................................................$ 0 (2)

ANNUAL MAINTENANCE CHARGE...........................................$ 0

SEPARATE ACCOUNT D ANNUAL EXPENSES (as a percentage of average daily net asset
value)

      Mortality and Expense Risk Charge.............................. 1.20%
      Administrative Expense Charge..................................  .30%
                                                                     ------
        Total Separate Account D Annual Expenses..................... 1.50%
                                                                     ======
- --------

(1)  This charge does not apply or is reduced under certain circumstances. See
     "Surrender Charge."
(2)  This charge is $25 after the twelfth  transfer  (unless such  transfer is
     associated with the Sierra Asset  Management  Program;  see  "Transfers")
     during each Contract Year prior to the Annuity Commencement Date.

                                      7

<PAGE>

<TABLE>
THE FUNDS' ANNUAL EXPENSES (1) (as a percentage of average net assets)
<CAPTION>

                                      Management
                                      Fees After Expense                          Total Fund
                                      Reimbursement           Other               Operating
                                      and Waiver              Expenses            Expenses

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

Global  Money                           .15%                   .50%                   .65%
Growth                                  .90%                   .30%                  1.20%
Growth and Income                       .80%                   .35%                  1.15%
Emerging Growth                         .90%                   .30%                  1.20%
International Growth                    .95%                   .40%                  1.35%
U.S. Government                         .60%                   .30%                   .90%
Short Term High Quality Bond            .50%                   .45%                   .95%
Corporate Income                        .65%                   .30%                   .95%
Short Term Global Government            .75%                   .50%                  1.25%
</TABLE>


Example:  If you  surrender  your Contract at the end of the  applicable  time
          period,  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>

Global  Money                            $91            $121            $151           $248
Growth                                   $97            $138            $179           $303
Growth and Income                        $97            $136            $177           $298
Emerging Growth                          $97            $138            $179           $303
International Growth                     $99            $142            $186           $318
U.S. Government                          $94            $129            $164           $274
Short Term High Quality Bond             $95            $130            $167           $279
Corporate Income                         $95            $130            $167           $279
Short Term Global Government             $98            $139            $181           $308
</TABLE>


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


(1)  Management  fees and other  expenses  are  derived  from  1995  operating
     experience,  which have been restated to reflect  current  expenses,  the
     modification of certain voluntary fee waivers and expense  reimbursements
     from the investment adviser and the administrator, and credits allowed by
     the custodian.  The investment adviser and the administrator may each, at
     its sole  discretion,  vary the level of or eliminate  its  voluntary fee
     waivers and expense  reimbursements  at any time.  In the absence of such
     waivers and  reimbursements,  as  modified,  and  credits  allowed by the
     custodian, management fees, other expenses, and total expenses would have
     been:


<TABLE>
<CAPTION>
                                      Management Fees     Other Expenses       Total Expenses
                                      -------------------------------------------------------
<S>                                        <C>                 <C>                 <C>

Global  Money                              0.50%               0.51%               1.01%
Growth                                     0.90%               0.34%               1.24%
Growth and Income                          0.80%               0.36%               1.16%
Emerging Growth                            0.89%               0.39%               1.28%
International Growth                       0.95%               0.53%               1.48%
U.S. Government                            0.60%               0.43%               1.03%
Short Term High Quality Bond               0.50%               0.51%               1.01%
Corporate Income                           0.65%               0.34%               0.99%
Short Term Global Government               0.75%               0.51%               1.26%
</TABLE>


                                       8

<PAGE>

Example:  If you commence a life Annuity  Payment Option  following the end of
          the applicable time period, a $1,000  investment would be subject to
          the following expenses, assum ing a 5% annual return on assets:

<TABLE>
If all amounts are invested in one of the following Funds:
<CAPTION>
                                       1 year         3 years(1),(2)  5 years(3)    10 years
<S>                                      <C>            <C>             <C>            <C>

Global Money                             $76            $67             $115           $248
Growth                                   $81            $84             $143           $303
Growth and Income                        $81            $82             $141           $295
Emerging Growth                          $81            $84             $143           $303
International Growth                     $83            $88             $150           $318
U.S. Government                          $78            $75             $128           $274
Short Term High Quality Bond             $79            $76             $131           $279
Corporate Income                         $79            $76             $131           $279
Short Term Global Government             $82            $85             $145           $308
</TABLE>


Example:  If you do not surrender your Contract or commence an Annuity Payment
          Option,  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>

Global  Money                            $22            $67             $115           $248
Growth                                   $27            $84             $143           $303
Growth and Income                        $27            $82             $141           $298
Emerging Growth                          $27            $84             $143           $303
International Growth                     $29            $88             $150           $318
U.S. Government                          $24            $75             $128           $274
Short Term High Quality Bond             $25            $76             $131           $279
Corporate Income                         $25            $76             $131           $279
Short Term Global Government             $28            $85             $145           $308


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.  The examples are based on the restated  Fund
expenses set forth on the preceding page.

<FN>
(1)  If the Annuity Commencement Date under a life or non-life Annuity Payment
     Option were the last day of the third  Contract Year, the figures in this
     column  would be the same as those in the same  column  of the  preceding
     example.

(2)  If the Annuity Payment Option exercised following the third Contract Year
     is not a life  annuity,  the figures in this column would be $9 less than
     those in the same column of the preceding  example due to the decrease in
     the surrender charges from Contract Year 3 to Contract Year 4.

(3)  If the Annuity Payment Option exercised following the fifth Contract Year
     is not a life annuity,  the figures in this column would be $18 less than
     those in the same column of the preceding  example due to the decrease in
     the  surrender  charge from  Contract  Year 5 to Contract Year 6. If said
     non-life annuity option had its Annuity Commencement Date on the last day
     of the fifth  Contract Year, the figures in this column would be the same
     as those in the same column of the preceding example.
</FN>
</TABLE>

                                       9

<PAGE>

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 $5,000 ($2,000 in the case of
an Individual  Retirement Annuity ("IRA") or $250 in the case of a Spousal IRA
acquired together with an IRA). The amount of any subsequent  purchase payment
that you make must be at least $100 ($50 for an IRA).  If your  Account  Value
falls below $500,  we may cancel your interest in the Contract and treat it as
a full surrender. 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  Funds  of the  Trust.  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."

For fixed accumulation,  you may allocate part or all of your Account Value to
one or more of the three Guarantee  Periods  currently  available in our Fixed
Account.  Each Guarantee Period is for a different period of time and may have
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.

                                      10

<PAGE>

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 an annual rate of 3.5%, the monthly payment will be greater than
the previous  payment.  If the net investment  return for a month is less than
3.5%, the monthly payment will be less than the previous payment. 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."

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.


Should you cancel your Contract,  if permitted under state law, we will refund
to you the Owner Account Value plus any premium taxes that have been deducted.
In other states, however, we will refund (a) the greater of that amount or the
amount of your purchase payments, or (b) 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 may be payable to the  Beneficiary.  See "Death
Proceeds Prior to the Annuity Commencement Date."

                                      11

<PAGE>

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 Separate  Account D and AG Life are  included in the
Statement of Additional Information.  See "Contents of Statement of Additional
Information."

Advertising  and other  sales  materials  may include  yield and total  return
figures for the  Divisions of Separate  Account D. These  figures are based on
historical  results  and are not  intended  to  indicate  future  performance.
"Yield" is the return  generated by an  investment in a Division over a period
of time  specified  in the  advertisement,  excluding  capital  changes in the
corresponding Fund's investments.  This rate of return is assumed to be earned
over a full year and is shown as a percentage  of the  investment.  "Effective
yield" may also be quoted for the Global Money Division.

"Effective yield" is higher than "yield" because it assumes weekly compounding
over the course of the year.

Total  return is the total  change in value of an  investment  in the Division
over a period of time  specified  in the  advertisement.  The rate of "average
annual  total  return"  shown  would  produce  that  change in value  over the
specified period, if compounded annually. The rate of "aggregate total return"
is the cumulative amount of such change over the specified  period,  expressed
as a percentage of the initial investment.

                                      12

<PAGE>

Yield figures do not reflect the Surrender Charge,  and yield and total return
figures do not reflect  premium tax charges.  Such total return figures may be
used  together  with total  return  figures  that also  exclude the  Surrender
Charge. The exclusion of charges makes the performance shown more favorable. A
Fund's  adviser may waive or  reimburse  certain  fees or charges,  which will
enhance the related Division's  performance  results.  Additional  information
concerning  the  Divisions'  performance  figures  appears in the Statement of
Additional Information.


AG Life may also  advertise  or report to Owners its  ratings as an  insurance
company by the A. M. Best Company. Each year, A. M. Best reviews the financial
status of thousands  of  insurers,  culminating  in the  assignment  of Best's
Ratings. These ratings reflect their current opinion of the relative financial
strength and operating  performance  of an insurance  company in comparison to
the norms of the life/health industry.  Best's Ratings range from A++ to F. An
A++  rating  means,  in the  opinion  of A. M.  Best,  that  the  insurer  has
demonstrated  the strongest  ability to meet its respective  policyholder  and
other contractual obligations.  A. M. Best publishes Best's Insurance Reports,
Life-Health  Edition.  The 1995 Edition  reconfirmed  AG Life's  rating of A++
(Superior), as of June 1995 for financial position and operating performance.

In addition,  the claims-paying ability of AG Life as measured by the Standard
& Poor's  Corporation  may be referred to in  advertisements  or in reports to
Owners.  A  Standard & Poor's  insurance  claims-paying  ability  rating is an
assessment of an operating  insurance company's financial capacity to meet the
obligations of its insurance policies in accordance with their terms. Standard
& Poor's  ratings  range from AAA to D. The Company's  claims  paying  ability
rating is AAA (Superior), reconfirmed as of November 1995.

AG Life may additionally advertise its rating from Duff & Phelps Credit Rating
Co. A Duff & Phelps rating is an assessment  of a company's  insurance  claims
paying  ability.  Duff & Phelps  ratings  range from AAA to CCC. Duff & Phelps
rates  the  claims  paying  ability  of AG  Life as AAA,  the  highest  level,
reconfirmed as of July 1995.


The ratings from A. M. Best,  Standard & Poors,  and Duff & Phelps 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.


SELECTED ACCUMULATION UNIT DATA


The  table  below  shows the  Accumulation  Unit  value  for the  below-listed
Divisions  of  Separate  Account D on the date  purchase  payments  were first
allocated to each Division,  as well as the Accumulation Unit value and number
of Accumulation Units outstanding for the indicated date thereafter.

                                      13

<PAGE>

SELECTED ACCUMULATION UNIT DATA (CONT.)
<TABLE>
<CAPTION>


                                                                Growth
                             Global                             and               Emerging          International
                             Money           Growth             Income            Growth            Growth
                             ------          ------             ------            --------          -------------
<S>                          <C>             <C>                <C>               <C>               <C>
Accumulation
Unit Values
(Beginning
of Period)*                  $1              $1                 $1                $1                $1

Accumulation
Unit Values
at 12/31/93                  $1.006053       $1.108093          N/A               N/A               $1.119962

Accumulation
Unit Values
at 12/31/94                  $1.028063       $1.121034          $0.968879         $1.037868         $1.124150

Accumulation
Unit Values
at 12/31/95                  $1.068122       $1.516694          $1.263773         $1.339251         $1.180567

Accumulation
Units out-
standing at
12/31/93                     1,479,140.661   20,576,053.109     N/A               N/A               9,502,246.682

Accumulation
Units out-
standing at
at 12/31/94                  5,990,768.122   55,968,698.496     25,711,520.731    19,161,715.815    41,411,804.816

Accumulation
Units out-
standing at
at 12/31/95                  19,070,427.181  65,732,670.354     36,675,025.766    34,379,287.120    38,882,135.444
</TABLE>

<TABLE>
<CAPTION>

                                             Short Term                           Short Term
                             U.S.            High Quality       Corporate         Global
                             Government      Bond               Income            Government
                             ----------      ------------       ---------         -----------
<S>                          <C>             <C>                <C>               <C>
Accumulation
Unit Values
(Beginning
of Period)*                      $1              $1                $1                $1

Accumulation
Unit Values
at 12/31/93                  $1.012669          N/A             $1.045867         $0.991639

Accumulation
Unit Values
at 12/31/94                  $0.957302       $0.969705          $0.946638         $0.957146

Accumulation
Unit Values
at 12/31/95                  $1.102324       $1.044070          $1.166536         $1.019136

Accumulation
Units out-
standing at
12/31/93                     24,761,033.965     N/A             27,478,746.085    19,320,639.816

Accumulation
Units out-
standing at
at 12/31/94                  45,519,220.818  16,054,361.321     57,776,195.507    31,104,117.951

Accumulation
Units out-
standing at
at 12/31/95                  47,440,751.595  11,822,728.277     52,014,100.048    23,376,496.403

- -------------------------
<FN>
*    Purchase  payments were first  allocated to the Global Money  Division on
     May 7, 1993;  to the Growth  Division  on May 6, 1993;  to the Growth and
     Income  Division and the Emerging Growth Division on January 11, 1994; to
     the International  Growth Division on May 6, 1993; to the U.S. Government
     Division on May 5, 1993;  to the Short Term High Quality Bond Division on
     January 11, 1994; to the Corporate Income Division on May 6, 1993; and to
     the Short Term Global Government Division on May 11, 1993.
</FN>
</TABLE>

                                      14

<PAGE>

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  twenty-six  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.

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 the nine  separate
investment  Funds of the Trust.  Fund shares are sold,  without sales charges,
exclusively to Separate Account D. In the future, however, the Trust may offer
its shares to  separate  accounts  funding  variable  annuities  of  insurance
companies  affiliated or  unaffiliated  with AG Life and to separate  accounts
which fund variable life insurance or other variable funding arrangements.  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 Trust's Board of
Trustees 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.

The investment adviser to the Trust is Sierra Investment Advisors Corporation,
which is not affiliated with AG Life.

Any  dividends or capital gain  distributions  attributable  to Contracts  are
automatically  reinvested  in  shares of the  Portfolio  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.

                                      15

<PAGE>

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

    o    Global Money Fund
    o    Growth Fund
    o    Growth and Income Fund
    o    Emerging Growth Fund
    o    International Growth Fund
    o    U.S. Government Fund
    o    Short Term High Quality Bond Fund
    o    Corporate Income Fund
    o    Short Term Global Government Fund

Before selecting any Division, you should carefully read the Trust prospectus,
which is attached at the end of this Prospectus. The Trust prospectus includes
more  complete  information  about the Funds in which each  Division  invests,
including investment objectives and policies, charges and expenses.


Lower rated securities such as those in which the Growth, Emerging Growth, and
the Short Term  Global  Government  Funds may  invest up to 35%,  35% and 10%,
respectively, of their total assets 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  these  Divisions  should
carefully read the prospectus and related statement of additional  information
that pertains to these Funds and consider their ability to assume the risks of
making an investment in these Divisions.


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 on matters  pertaining to that Fund 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.


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.

                                      16

<PAGE>

We believe  that the  foregoing  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.

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 specific 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.  If the Owner has not provided  such  Written  request and the renewed
Guarantee Period would extend beyond the scheduled Annuity  Commencement Date,
we will  nevertheless  contact  the  Owner  regarding  the  scheduled  Annuity
Commencement Date. (See "Annuity Payment Options" and "Surrender  Charge.") If
the Owner does not elect to  annuitize  on that  scheduled  date,  the Annuity
Commencement  Date  will  be  extended  to the  earlier  of (1) the end of the
renewed Guarantee Period or (2) the latest possible Annuity Commencement Date.
(See "Annuity  Commencement  Date.") 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 will,  without  charge,  automatically
transfer the balance to the Global Money 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 purchase 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.

                                      17

<PAGE>

Currently we make  available  Guarantee  Periods of one, three and five 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 an  effective
annual rate of 3.5%. We reserve the right to change the Guarantee Periods that
we are making available at any time.

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 AN EFFECTIVE ANNUAL RATE OF 3.5%.

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 $5,000 ($2000 in the case of an IRA or
$250 in the case of a Spousal IRA acquired  together with an IRA).  The amount
of the first purchase payment or transfer that is allocated to any Division or
Guarantee  Period  must be at least  $500  ($250 in the case of a Spousal  IRA
acquired together with an IRA). The amount of any subsequent  purchase payment
allocated to any  Division or  Guarantee  Period must be at least $100 ($50 in
the case of an IRA).  We reserve the right to modify  these  minimums,  at our
discretion.


An  application  to purchase a Contract must be made by using a signed written
application  form provided by AG Life or by such other medium or format as may
be  agreed  to by AG Life  and  Sierra  Investment  Services  Corporation,  as
distributor  of  the  Contracts.   When  a  purchase  payment  accompanies  an
application to purchase a Contract,  and the application is in proper form and
includes all necessary  information,  either the application will be processed
and the purchase  payment credited or the application will be rejected and the
purchase  payment  returned  within two  Valuation  Dates after receipt of the
application at the processing center for Contract applications.


If the  application  is not in a proper form or does not include all necessary
information,  the applicant will be requested to provide additional  materials
or information within five Valuation Dates after receipt of the application at
the processing  center for Contract  applications.  If the  application is not
made proper and complete  within this five day period,  the  purchase  payment
will be returned  immedi ately unless the prospective  purchaser  specifically
consents to retention of the purchase  payment until the  application  is made
proper and complete,  in which case the initial  purchase  payment is credited
within two Valuation Dates after receipt at such processing center of the last
item 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.

                                      18

<PAGE>

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

   
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. If we receive proper  instructions,  we
may also  accept  purchase  payments  by wire,  by direct  transfer  from your
checking,  savings or brokerage account, or by exchange from another insurance
company.  You may  obtain  further  information  about  how to  make  purchase
payments by any 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.  When you apply for a Contract,
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  Accumula  tion 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.

                                      19

<PAGE>

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.

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 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.

Your 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 3.5% effective annual minimum).

TRANSFER, 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.

Each request to transfer from a Division or Guarantee  Period must be at least
$500 or, if less,  all of your  Account  Value in that  Division or  Guarantee
Period.  If a transfer  would  cause your  Account  Value 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.


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
Contract Year without charge, but each additional  transfer will be subject to
a $25 charge.  However,  the charge for any  additional  transfers will not be
incurred  if such  transfer is  associated  with the Sierra  Asset  Management
Program, described below.


                                      20

<PAGE>

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  within  15 days  before or after the end of the
Guarantee Period in which the transferred amounts were being held.

Subject to the above general rules  concerning  transfers  including  transfer
charges,  you may establish an automatic  transfer plan,  whereby  amounts are
automatically  transferred by us from the Global Money Division to one or more
other Divisions or Guarantee Periods on a monthly,  quarterly,  semi-annual or
annual basis. 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.

If the person or persons that are  entitled to make  transfers  have  properly
completed  and  signed  a  Sierra  Asset  Management   Program  Agreement  and
Disclosure Statement that is on file with us, we will accept transfer requests
from Sierra  Investment  Services  Corporation.  The Sierra  Asset  Management
Program ("SAM Program") provides for Sierra Investment Services Corporation to
periodically  reallocate  your  Variable  Account Value among the Divisions in
light  of  your  investment   objectives  and  changing  economic  and  market
conditions. Such transfers will be subject to the general terms and conditions
concerning transfers (except as noted above,  transfer charges),  as described
herein.  Acceptance  into the SAM  Program is subject  to  approval  by Sierra
Investment  Services  Corporation  and a  minimum  Variable  Account  Value of
$40,000.  For more  information  about the  Program,  please refer to "General
Information  and  History -- Purchase  through  the SAM  Program" in the Trust
prospectus that is attached at the end of this Prospectus.


If the person or persons that are  entitled to make  transfers  have  properly
completed and signed a Telephone  Transfer  Authorization Form that is on file
with us, transfers may be made pursuant to telephone instructions,  subject to
the above terms and the terms of the Telephone Transfer Authorization Form. 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 generally
limit the availability of telephone transfer instructions only to the Owner of
the  Contract  for which  instruction  is  received.  The  Telephone  Transfer
Authorization  Form  provides that 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 send 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 incom plete or not
fully  comprehensible,  we will not process the transaction.  The phone number
for telephone exchanges is 1-800-247-6584.


We reserve the right to restrict or terminate transfers at any time.

                                      21

<PAGE>

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.  Our
current  practice is to require that you 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.  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,   the
withdrawal  will be taken  pro-rata from the Divisions and Guarantee  Periods,
based on your Account  Value in each.  Partial  withdrawal  requests  from any
Division or  Guarantee  Period  must be for at least $500 or, if less,  all of
your Account Value in that  Division or Guarantee  Period.  If your  remaining
Account Value in the Division or Guarantee  Period would be less than $500, we
will  automatically  transfer,  without charge,  the remaining  balance to the
Global  Money  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 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 selects the Annuity  Commencement  Date when the Owner applies for 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

                                      22

<PAGE>

Date specified at the time of  application  may be the first day of any month,
but not later  than the  Annuitant's  85th  birthday  or, if later,  the tenth
Contract  Anniversary.  Nor may the Annuity  Commencement Date be prior to the
Annuitant's 50th birthday.  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.

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 3.5%,  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 3.5%,  any variable  annuity  payment based on that Division will be less
than the  Variable  Annuity  Payment  based on that  Division for the previous
month.

                                      23

<PAGE>

ANNUITY PAYMENT OPTIONS

If the Owner does not specify otherwise at least ten days prior to the Annuity
Commencement  Date,  annuity  payments are made in accordance  with the second
option described below,  with payments being guaranteed for a ten-year period,
or, to the extent the Code requires in the case of a Qualified  Contract,  the
third  option  described  below.  Among other  things,  the Code also  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.


Within 60 days after the death of the Owner or Annuitant, the Owner, or if the
Owner has not done so, the  Beneficiary,  may 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 Infor mation.
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.

                                      24

<PAGE>


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.

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.  However,  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 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.

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

                                      25

<PAGE>

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.

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. The
value   transferred  must  be  at  least  $500  or  the  payee's  total  value
attributable to a Division,  if less. If a transfer would cause the value that
is  attributable  to a  Contract  in any  Division  to fall  below  $500,  the
remaining  balance  in that  Division  also  will be  transferred  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,  except that a Beneficiary who is the Owner's  surviving spouse may
elect to continue the Contract as described in the second  paragraph below. If
the deceased Annuitant or Owner had not reached age 85 at his or her death, as
applicable,  the death  proceeds will equal the greatest of (1) the sum of all
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, all required proofs
of death and the  Written  request  as to the  manner of  payment,  or (3) the
Owner's Account Value as of the most recent  five-year  Contract  Anniversary,
less the amount of any subsequent partial withdrawals. 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.  If the  Annuitant  or Owner had
attained age 85 at his or her death, as applicable, the death proceeds will be
the amount specified in (2) above.

We will pay the death proceeds to the  Beneficiary as of the date the proceeds
become  payable.  Such  date is 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.

                                      26

<PAGE>

If the Owner has not already done so, the  Beneficiary  may, within sixty days
after  the date the  proceeds  become  payable,  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,  including the first to die in the case of joint owners, 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.

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

                                      27

<PAGE>

CHARGES UNDER THE CONTRACTS

PREMIUM TAXES

In jurisdictions that impose premium taxes or similar  assessments at the time
when  purchase  payments are made,  we make a charge for these amounts at that
time.  Where  premium  taxes or similar  assessments  are imposed by states or
other  jurisdictions  at the time annuity payments begin, we make a charge for
these amounts at that time.


Applicable  premium tax rates  depend upon the Owner's  then-current  place of
residence. Applicable rates currently range from 0% to 3.5% 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 six 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
Years Elapsed                                  Percentage of Purchase
Since Received                                 Payment Withdrawn

<S>                                                    <C>
Less than 1                                            7%
1 or more, but less than 3                             6%
3 or more, but less than 4                             5%
4 or more, but less than 5                             4%
5 or more, but less than 6                             2%
6 or more                                              0%
</TABLE>

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.

                                      28

<PAGE>

Nevertheless, the Surrender Charge will not apply

     o    To the amount of withdrawals  that exceeds the cumulative  amount of
          your purchase pay ments;

     o    If the Annuitant  has been confined to a long-term  care facility or
          is subject to a terminal  illness  (to the extent that the rider for
          these  matters  is  available  in your  state),  as set forth  under
          "Long-Term Care and Terminal Illness"; or

     o    Upon  selection of an Annuity  Payment  Option that is based on life
          contingencies, if the Annuity Commencement Date does not fall within
          the first three Contract Years.

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 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,  provided that this
one year  requirement  does not  apply if the  withdrawal  is  pursuant  to an
automatic withdrawal arrangement  established with us. Unused portions of this
10% free  withdrawal  amount  are  carried  forward  during  the year  only in
connection with automatic  withdrawal  arrangements  established  with us. Any
unused portion of the 10% free  withdrawal  amount never carries  forward from
one year to another.  If an automatic  withdrawal  arrangement  is established
with us  after a  non-automatic  withdrawal  of less  than  the  full 10% free
withdrawal  amount has been made in the same Contract Year, the balance of 10%
will be  available  for  automatic  withdrawals  during the  remainder of that
Contract Year. However,  once an automatic withdrawal has been made during any
Contract  Year  in  reliance  on  the  10%  free  withdrawal   privilege,   no
non-automatic withdrawal may rely on that privilege during the balance of that
Contract Year.

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.  See
"Penalty Tax on Premature Distributions."

TRANSFER CHARGES

The charges to defray the expense of effecting  transfers are described  under
"Transfer,   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.

                                      29

<PAGE>

CHARGE TO SEPARATE ACCOUNT D

To cover  administrative  expenses 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 1.50% of the average daily net asset value of
Separate Account D attributable to the Contracts.  Of this amount, .30% is for
administrative  expenses  and 1.20% 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.

MISCELLANEOUS

Charges and  expenses  are paid out of the assets of each Fund as described in
the prospectus of the Trust that is attached at the end of this Prospectus. 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.

ONE-TIME REINSTATEMENT PRIVILEGE

If you have made a full surrender of your Account Value, you may reinstate the
Contract if we receive  the Written  reinstatement  request,  together  with a
return  to us of the net  proceeds  of such  surrender,  not more than 30 days
after  the date as of which  the  surrender  was  made.  In such a case,  your
Account Value will be restored to what it was at the time of the surrender 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.  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 SURRENDER CHARGES OR ADMINISTRATIVE CHARGES

We may reduce the surrender  charges 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.


                                      30

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LONG-TERM CARE 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,  no Surrender  Charge will apply during
any period of time that the  Annuitant  is  confined  for 30 days or more in a
hospital  or  state-licensed  in-patient  nursing  facility.  We must  receive
Written proof of such confinement that is satisfactory to us.

TERMINAL ILLNESS

The  rider  also  provides  that no  Surrender  Charge  will  apply if we have
received a physician's Written  certification that the 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 by the purchaser when applying for a Contract and may
not thereafter be changed.

The  Beneficiary   and,  under  a  Non-Qualified   Contract,   any  Contingent
Beneficiary  are designated by the purchaser  when applying for 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.

                                      31

<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; (4) 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; (5) 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 (6) 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.  If we do not
receive a Written request as to the method 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

                                      32

<PAGE>

protection  of Owners.  Transfers and  allocations  of Account Value among the
Divisions   and  the  Fixed   Account  may  also  be  postponed   under  these
circumstances.


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  advisers to the Funds
have undertaken to operate the Funds in compliance with these  diversification
requirements.  A  Contract  investing  in a  Fund  that  failed  to  meet  the
diversification  requirements  would,  unless  and  until the  failure  can be
corrected in a procedure  afforded by the Internal  Revenue  Service,  subject
Owners  to  taxation  of  income in the  Contract  for that or any  subsequent
period.  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.

                                      33

<PAGE>

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 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 (or  certificates  thereunder)
issued by us to the same Owner during any calendar  year are to be  aggregated
for purposes of determining the amount of any distri bution 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  includable  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.

                                      34

<PAGE>

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
$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
withhold ing.

                                      35

<PAGE>

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.

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 dis  ability,  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

                                      36

<PAGE>

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.

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.

                                      37

<PAGE>

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 make an  election  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.

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 Sierra Investment Services Corporation ("Sierra
Services") or other broker-dealer firms or representatives of other firms that
are exempt from broker-dealer regulation.  Sierra Services has contracted with
American General Securities  Incorporated  ("AGSI"), the principal underwriter
of the Contracts,  for Sierra Services to distribute the Contracts.  AGSI is a
wholly-owned  subsidiary of AG Life.  Sierra  Services  also provides  certain
administrative  services  to AG Life in  connection  with  the  processing  of
applications for Contracts.


Sierra Services, and other firms not exempt from broker-dealer regulation AGSI
are  registered  with  the  Securities  and  Exchange   Commission  under  the
Securities Exchange Act of 1934, as amended ("1934 Act") as broker-dealers and
are members of the National Association of Securities Dealers,  Inc. ("NASD").
The  principal  business  address  for  AGSI is the  same as that for our Home
Office.  Sierra Services may also make  arrangements  to distribute  Contracts
through  registered  representatives  of other  broker-dealer  firms  that are
registered  as such  under  the  1934 Act and are  members  of the  NASD.  The
interests under the Contracts are offered on a continuous basis.
    


AG Life  compensates  Sierra  Services or other  broker-dealers  that sell the
Contracts  at a rate that does not  exceed 6% of  purchase  payments  received
pursuant  to the  Contracts.  This  compensation  must be wholly or  partially
refunded if a Contract is cancelled or otherwise terminated within twenty-four
months after issuance.  AG Life may also pay additional  compensation of up to
 .1% of purchase payments  attributed to Contracts sold by  broker-dealers  who
meet certain production goals.

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.

                                      38

<PAGE>

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.

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

CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

General Information..................................................... 2
Regulation and Reserves................................................. 2
Independent Auditors.................................................... 3
Services................................................................ 3
Principal Underwriter................................................... 3
Annuity Payments........................................................ 3
  Gender of Annuitant................................................... 3
  Misstatement of Age or Sex and Other Errors........................... 4
Change of Investment Adviser or Investment Policy....................... 4
Terms of Exemptive Relief in Connection with Mortality
  and Expense Risk Charge............................................... 4
Performance Data for the Divisions...................................... 5
Financial Statements....................................................10
Index to Financial Statements...........................................11

                                      39

<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

                                       1

<PAGE>

as a tax  sheltered  annuity  arrangement  or a  401(k)  plan),  a  Simplified
Employee  Pension  program  (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

                                       2

<PAGE>

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.

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

                                       3

<PAGE>

              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.

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,

                                       4

<PAGE>

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)

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.

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

         Year                  Deductible                 Non-Deductible
         ----                  ----------                 --------------
         <S>                      <C>                        <C>
         1985                   $ 2,000
         1986                     1,800
         1989                     1,000                      $1,000
         1991                       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
Total account balance in the IRAs, plus distributions   $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.


                                       5

<PAGE>

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  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.

                                       6

<PAGE>

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.

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

                                       7

<PAGE>

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
(SIERRA ADVANTAGE VARIABLE ANNUITY)


This  Financial  Disclosure is  applicable to IRAs using the Sierra  Advantage
Variable Annuity  purchased from American General Life Insurance Company on or
after May 1, 1996.


Earnings  under  Variable  Annuities  are not  guaranteed,  and  depend on the
performance of the investment  options selected.  As such,  earnings cannot be
projected. Set forth below are the charges associated with these annuities.

CHARGES:

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

     (b) To  compensate  for  mortality  and expense  risks  assumed under the
         contract,  variable  divisions  only will incur a daily  charge at an
         annualized rate of 1.20% of the average Separate Account Value of the
         contract during both the Accumulation and the Payout Phase.

     (c) 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.

     (d) 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:

              7.0% of purchase  payments for surrenders and  withdrawals  made
              during the first contract year following receipt of the purchase
              payments surrendered;

              6.0% of purchase  payments for surrenders and  withdrawals  made
              during the second through third contract year following  receipt
              of the purchase payments surrendered;

              5.0% of purchase  payments for surrenders and  withdrawals  made
              during  the  fourth  contract  year  following  receipt  of  the
              purchase payments surrendered;

              4.0% of purchase  payments for surrenders and  withdrawals  made
              during the fifth contract year following receipt of the purchase
              payments surrendered;

              2.0% of purchase  payments for surrenders and  withdrawals  made
              during the sixth contract year following receipt of the purchase
              payments surrendered;

              There will be no charge imposed for  surrenders and  withdrawals
              in the seventh and subsequent  contract years following  receipt
              of the purchase payments surrendered.

                                       8

<PAGE>

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

     (e) To compensate  for  administrative  expenses,  a daily charge will be
         incurred  at an  annualized  rate  of .30%  of the  average  Separate
         account Value of the contract during the  Accumulation and the Payout
         Phase.


     (f) Each  variable  division  will be charged a fee for asset  management
         deducted  directly from the underlying  fund during the  Accumulation
         and Payout Phase. The fee will range between .50% and 1.47% depending
         on the division.


                                       9

<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 713-831-3505


                      STATEMENT OF ADDITIONAL INFORMATION


   
                               Dated May 1, 1996
                         as Supplemented July 1, 1996

     This Statement of Additional  Information is not a prospectus.  It should
be read with the  Prospectuses  for American  General Life  Insurance  Company
Separate Account D ("Separate Account D") concerning flexible premium deferred
annuity  Contracts  investing  in the  mutual  fund  portfolios  of The Sierra
Variable  Trust,  dated May 1, 1996 and July 1,  1996,  respectively.  You can
obtain a copy of the  Prospectus  for the  Contracts  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 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...................................................... 2
Regulation and Reserves.................................................. 2
Independent Auditors..................................................... 3
Services................................................................. 3
Principal Underwriter.................................................... 3
Annuity Payments......................................................... 3
 Gender of Annuitant..................................................... 3
 Misstatement of Age or Sex and Other Errors............................. 4
Change of Investment Advisor or Investment Policy........................ 4
Terms of Exemptive Relief in Connection With Mortality
 and Expense Risk Charge................................................. 4
Performance Data for the Divisions....................................... 5
Financial Statements.....................................................10
Index to Financial Statements............................................11


                                       1

<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  insurance  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.

                                       2

<PAGE>

                             INDEPENDENT AUDITORS

The consolidated  financial statements of AG Life and the financial statements
of the Sierra  Advantage  Divisions  of Separate  Account D appearing  in this
Statement of  Additional  Information  have been audited by Ernst & Young LLP,
independent  auditors,  as  set  forth  in  their  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, Suite 2400, 1221
McKinney Street, 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 $28,080 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, as amended.


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

                               ANNUITY PAYMENTS

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.

                                       3

<PAGE>

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  effective  annual rate of 3.5% per
year.

               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  ("Commission") 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.

                                       4

<PAGE>

                      PERFORMANCE DATA FOR THE DIVISIONS

     Investment results for the available  Divisions of Separate Account D may
be quoted from time to time.  Such results are not an estimate or guarantee of
future investment  performance,  and do not represent the actual experience of
amounts invested by a particular Owner. Performance figures are carried to the
nearest  one-hundredth  of one percent and include the effect of voluntary fee
waivers and expense reimbursements in favor of the Funds from their investment
adviser and  administrator.  Modifications have been made in these waivers and
reimbursements  which,  had they been in effect  for the entire  period  would
(except for the Global Money  Division)  have  resulted in lower total returns
than those shown below.

AVERAGE ANNUAL TOTAL RETURN CALCULATIONS


     Each  Division's  average  annual total  return  quotation is computed in
accordance  with a standard  method  prescribed by the Securities and Exchange
Commission  ("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
then-applicable  Accumulation Unit value per unit ("initial investment"),  and
computing 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, but do not include
the charges for any  applicable  premium taxes.  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.  Average annual total return
quotations for the indicated  periods ended December 31, 1995 are set forth in
the table below.


<TABLE>
<CAPTION>
   Division                                One Year         Since Division Inception*
   --------                                --------         -------------------------
<S>                                         <C>                    <C>

   Global Money                             -3.10%                  0.53%
   Growth                                   28.29                  15.41
   Growth and Income                        23.45                  10.16
   Emerging Growth                          22.06                  13.60
   International Growth                     -1.98                   4.59
   U.S. Government                           8.15                   1.79
   Short Term High Quality Bond              0.67                  -0.51
   Corporate Income                         16.23                   4.10
   Short Term Global Government             -0.52                  -1.34


<FN>
*    The U.S.  Government  Division  commenced  operations on May 5, 1993. The
     Growth,  International  Growth and Corporate Income  Divisions  commenced
     operations on May 6, 1993. The Global Money Division commenced operations
     on May 7,  1993.  The Short Term  Global  Government  Division  commenced
     operations on May 11, 1993.  The Growth and Income,  Emerging  Growth and
     Short Term High Quality Bond  Divisions  commenced  operations on January
     11, 1994.
</FN>
</TABLE>

                                       5

<PAGE>

CUMULATIVE TOTAL RETURN CALCULATIONS (WITHOUT SURRENDER CHARGE)

     No  standard  formula  has  been  prescribed  by the SEC for  calculating
cumulative total return performance  (without Surrender Charge).  Total return
performance  for a specific period is calculated by first taking an investment
(assumed to be $1,000) in a Division's  Accumulation Units on the first day of
the period at the  then-applicable  Accumulation Unit value per unit ("initial
investment")   and  computing  the  ending  value  ("ending  value")  of  that
investment  at the end of the  period.  The ending  value does not include the
effect of the  applicable  Surrender  Charge that may be imposed at the end of
the period, since it is assumed that the Contract continues through the end of
each  period,  and does not include the  charges  for any  applicable  premium
taxes.  The  total  return  percentage  (without  Surrender  Charge)  is  then
determined by  subtracting  the initial  investment  from the ending value and
dividing the remainder by the initial  investment and expressing the result as
a percentage.


   Cumulative  total  return  quotations  (without  surrender  charge) for the
indicated periods ended December 31, 1995 are set forth in the table below.


<TABLE>
<CAPTION>
   Division                                One Year         Since Division Inception*
   --------                                --------         -------------------------
<S>                                         <C>                    <C>

Global Money                                 3.90%                  2.52%
Growth                                      35.29                  17.00
Growth and Income                           30.44                  12.63
Emerging Growth                             29.04                  16.00
International Growth                         5.02                   6.46
U.S. Government                             15.15                   3.74
Short Term High Quality Bond                 7.67                   2.21
Corporate Income                            23.23                   5.98
Short Term Global Government                 6.48                   0.72


<FN>
*    See  footnote  to  previous  table for  dates  when  Divisions  commenced
     operations.
</FN>
</TABLE>

AGGREGATE CUMULATIVE TOTAL RETURN CALCULATIONS

     No  standardized  formula has been  prescribed by the SEC for calculating
aggregate  cumulative  total return  performance.  Aggregate  cumulative total
return  performance  is  the  cumulative  rate  of  return  on a  hypothetical
investment  (assumed to be $1,000) in a Division's  Accumulation  Units on the
first day of the  period at the  then-applicable  Accumulation  Unit value per
unit ("initial  investment").  Aggregate  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:

                                       6

<PAGE>

                                A = (ERV/P) - 1

Where:

   A =         Aggregate cumulative total return.

   P =         A hypothetical initial investment of $1,000.

   ERV =       Ending  redeemable  value:  i.e.,  the  value at the end of the
               applicable  period of a hypothetical  $1,000 investment made at
               the beginning of the applicable period. Ending redeemable value
               for  this   purpose  does  not  reflect  the  charges  for  any
               applicable premium taxes, but does reflect all other charges.


   Aggregate  cumulative  total return  quotations  for the indicated  periods
ended December 31, 1995 are set forth in the table below:


<TABLE>
<CAPTION>
   Division                                One Year         Since Division Inception*
   --------                                --------         -------------------------
<S>                                         <C>                    <C>

Global Money                                 3.90%                  6.81%
Growth                                      35.29                  51.67
Growth and Income                           30.44                  26.38
Emerging Growth                             29.04                  33.93
International Growth                         5.02                  18.06
U.S. Government                             15.15                  10.23
Short Term High Quality Bond                 7.67                   4.41
Corporate Income                            23.23                  16.65
Short Term Global Government                 6.48                   1.91


<FN>
*    See  footnote  to  previous  table for  dates  when  Divisions  commenced
     operations.
</FN>
</TABLE>

YIELD CALCULATIONS


     The  yields  for the U.S.  Government,  Short  Term  High  Quality  Bond,
Corporate Income, and Short Term Global Government Divisions are each computed
in accordance with a standard method prescribed by the SEC. The yields for the
U.S. Government, Short Term High Quality Bond, Corporate Income and Short Term
Global  Government  Divisions,  based upon the one month period ended December
31,  1995,  were  4.47%,  3.81%,  5.91%  and  0.06%,  respectively.  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  value  on the  last day of the  period,  according  to the
following formula that assumes a semi-annual reinvestment of income:


                                       7

<PAGE>

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

Where:

   a =         Net dividends and interest earned during the period by the Fund
               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 the charge for any applicable premium taxes.

GLOBAL MONEY DIVISION YIELD AND EFFECTIVE YIELD CALCULATIONS


     The Global  Money  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.  Realized  capital  gains or losses and
unrealized  appreciation or depreciation of the Global Money Fund's assets are
not included in the  calculation.  The Global Money  Division's  yield for the
seven-day period ended December 31, 1995 was 2.59%.

     The Global Money  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:  (base period
return  +1)365/7-1.  The  Global  Money  Division's  effective  yield  for the
seven-day period ended December 31, 1995 was 2.63%.


Yield and effective yield do not reflect the deduction of Surrender Charges or
the charges for any applicable premium taxes.

                                       8

<PAGE>

PERFORMANCE COMPARISONS

     The performance of any or all of the 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 considered to be a measure of inflation;  (4)
the Lehman Brothers  Government and Corporate Bond Index, the Salomon Brothers
High Grade  Corporate Bond 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.

EFFECT OF TAX-DEFERRED ACCUMULATIONS

     The charts below compare  accumulations  attributable to a single initial
contribution  of $100,000,  compounded  annually,  to (1) investments on which
earnings are not taxed until withdrawn,  and (2) investments on which earnings
are taxed currently.

                                       9

<PAGE>

<TABLE>

<CAPTION>
                                          5 YEARS            10 YEARS           20 YEARS
                                          --------           --------           --------

                                                     (7.125% earnings rate)

<S>                                       <C>                <C>                <C>
Tax-Deferred .......................      $141,076           $199,025           $396,111

Tax-Deferred (after taxes)..........      $128,343           $168,327           $304,316

Taxable Investment .................      $127,120           $161,595           $261,129
</TABLE>

<TABLE>
<CAPTION>
                                                    (10.00% earnings rate)
<S>                                       <C>                <C>                <C>

Tax-Deferred                              $161,051           $259,374           $672,750

Tax-Deferred (after taxes)..........      $142,125           $209,968           $495,197

Taxable Investment..................      $139,601           $194,884           $379,799
</TABLE>

These  hypothetical  charts assume a 31% tax rate. The charts also assume that
no fees or charges are deducted  from any of the  investments.  In the case of
the  Contracts,  the annual  mortality  and expense risk charge is 1.20%,  the
maximum surrender charge is 7% for withdrawals within the first six years, and
annual  administrative  expense is .30%. The currently taxable investments may
incur  comparable fees and charges.  The application of fees and charges would
reduce the  performance  of the Contracts or any other  investment.  Taxes are
payable upon withdrawal under the Contracts, either at one time in the case of
a lump sum  withdrawal,  or on each payment in the case of  annuitization.  An
additional 10% penalty may apply to withdrawals before age 59-1/2.

This information is for  illustrative  purposes only and is not a guarantee of
future return.

                             FINANCIAL STATEMENTS

The  financial  statements  for Separate  Account D that are  included  herein
relate to 9 of its Divisions.  Separate  Account D has 17 other  Divisions for
which no  financial  statements  are  included  because  those  Divisions  are
available  only pursuant to contracts  other than the  Contracts  that are the
subject 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.

                                       10

<PAGE>
<TABLE>

                                   INDEX TO
                             FINANCIAL STATEMENTS

<CAPTION>
                                                                      Page No.
<S>                                                                       <C>

I.   Sierra Advantage Divisions of Separate Account D
     Financial Statements


     Report of Ernst & Young LLP, Independent Auditors................... 12


     Statement of Net Assets ............................................ 13


     Statement of Operations............................................. 13

     Statement of Changes in Net Assets.................................. 14


     Notes to Financial Statements....................................... 15


II. AG Life Consolidated Financial Statements

     Report of Ernst & Young LLP, Independent Auditors................... 19

     Consolidated Balance Sheets......................................... 20

     Consolidated Statements of Income................................... 22

     Consolidated Statements of Shareholder's Equity..................... 23

     Consolidated Statements of Cash Flows............................... 24

     Notes to Consolidated Financial Statements.......................... 25
</TABLE>

                                      11



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