AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D
485BPOS, 1996-04-29
Previous: SEPARATE ACCOUNT A OF EQUITABLE LIFE ASSU SOC OF THE US, 485BPOS, 1996-04-29
Next: SOURCE CAPITAL INC /DE/, POS AMI, 1996-04-29



                                                    Registration Nos. 33-57730
                                                                      811-2441

   
                As filed with the Commission on April 29, 1996
                    --------------------------------------
    

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-4

   
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
           Pre-Effective  Amendment No. ___             ___
           Post-Effective Amendment No.  4               X
    

                                    and/or

   
       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                 Amendment No.  51*                   X
                              ------                 --
    

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

                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                              (Name of Depositor)

                             2727-A Allen Parkway
                           Houston, Texas 77019-2191
       (Address of Depositor's Principal Executive Officers) (Zip Code)
                                (713) 831-3632
              (Depositor's Telephone Number, including Area Code)

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

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

   
- --------

*    By amendments to another form N-4  registration  statement  (Registration
     No.  33-43390 under the Securities Act of 1933),  Registrant  amended its
     Registration  Statement  under the Investment  Company Act of 1940 ("1940
     Act")(File No.  811-2441) on April 28, 1995,  December 27, 1995 and March
     14, 1996. These amendments were incorrectly  identified as Amendment Nos.
     46,  47 and 48,  respectively,  of  Registrant's  1940  Act  Registration
     Statement. The correct numbers should have been Amendment Nos. 48, 49 and
     50, respectively. Accordingly, this Amendment is being correctly numbered
     as Amendment No. 51.
    
<PAGE>

Approximate Date of Proposed Public Offering:  Continuous.

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

   
    |_| Immediately upon filing pursuant to paragraph (b) of Rule 485 
    |X| On May 1, 1996 pursuant to paragraph (b) of Rule 485
    |_| 60 days after filing pursuant to paragraph (a)(1)of Rule 485
    |_| On (date) pursuant to paragraph (a)(1) of Rule 485
    |_| 75 days after filing pursuant to paragraph (a)(2) of Rule 485 
    |_| On (date) pursuant to paragraph (a)(2) of Rule 485
    

If appropriate, check the following:

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

   
Pursuant to the provisions of Rule 24f-2 under the  Investment  Company Act of
1940, Registrant has elected to register an indefinite number or amount of its
securities  under the  Securities  Act of 1933.  That election was  previously
filed in Registrant's  Form N-4  registration  statement  (File No.  2-49805).
Registrant filed a Rule 24f-2 Notice on February 21, 1996, for its fiscal year
ended December 31, 1995.
    
<PAGE>

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

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

                                    PART A

Form N-4
ITEM NO.                                             PROSPECTUS CAPTION

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

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

   
 3.  Synopsis. . . . . . . . . . . . . . . . . . . . Synopsis of Contract
                                                     Provisions
    

 4.  Condensed Financial Information . . . . . . . . Synopsis of Contract
                                                     Provisions - Financial
                                                     and Performance Infor-
                                                     mation; Cover Page;
                                                     Selected Accumulation
                                                     Unit Data

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

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

 7.  General Description of Variable
     Annuity Contracts . . . . . . . . . . . . . . . Synopsis of Contract
                                                     Provisions - Communi-
                                                     cations to Us; Owner
                                                     Account Value;
                                                     Transfer, Surrender
                                                     and Partial Withdrawal
                                                     of Owner Account
                                                     Value; Owners, Annu-
                                                     itants and Bene-
                                                     ficiaries; Assignments;
                                                     Rights Reserved by Us

                                      (i)

<PAGE>

                                    PART A

Form N-4
ITEM NO.                                             PROSPECTUS CAPTION

 8.  Annuity Period. . . . . . . . . . . . . . . . . Annuity Period and Annuity
                                                     Payment Options

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

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

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

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

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

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

                                     (ii)

<PAGE>

                                    PART B


                                                     CAPTION IN
Form N-4                                             STATEMENT OF
ITEM NO.                                             ADDITIONAL INFORMATION

15.  Cover Page. . . . . . . . . . . . . . . . . . . Cover Page

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

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

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

19.  Purchase of Securities
     Being Offered . . . . . . . . . . . . . . . . . Not Applicable*

20.  Underwriters. . . . . . . . . . . . . . . . . . Not Applicable*

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

22.  Annuity Payments. . . . . . . . . . . . . . . . Not Applicable*

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

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

*    All required information is included in Prospectus.

                                     (iii)

<PAGE>

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


American  General  Life  Insurance  Company  ("AG Life") is offering  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, 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 May 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.  We also accept  purchase  payments by
wire,  by direct  transfer  from your Great  Western Bank  checking or savings
account  or  brokerage  account  with  Great  Western   Financial   Securities
Corporation,  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

<PAGE>

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").  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 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

     This Statement of Additional  Information is not a prospectus.  It should
be read with the  Prospectus  for  American  General  Life  Insurance  Company
Separate Account D ("Separate Account D") concerning flexible premium deferred
annuity  Contracts  investing  in the  mutual  fund  portfolios  of The Sierra
Variable Trust, dated May 1, 1996. 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

<PAGE>

[GRAPHIC OMITTED]

ERNST & YOUNG LLP        One Houston Center             Phone: 713-750-1500
                         Suite 2400                     Fax:   713-750-1501
                         1221 McKinney Street
                         Houston, Texas 77010-2007



                        Report of Independent Auditors



Board of Directors of
American General Life Insurance Company
and Contract Owners of
American General Life Insurance Company
Sierra Advantage Divisions
of Separate Account D




     We have  audited the  accompanying  statement of net assets of the Sierra
Advantage Divisions of American General Life Insurance Company (the "Company")
Separate  Account  D as  of  December  31,  1995,  the  related  statement  of
operations  for the year then ended and the statement of changes in net assets
for each of the two years in the period then ended. These financial statements
are the responsibility of the Company's  management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance  with generally  accepted  auditing
standards.  Those  standards  require  that we plan and  perform  the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting  the amounts  and  disclosures  in the  financial  statements.  Our
procedures included  confirmation of securities owned as of December 31, 1995,
by correspondence  with the transfer agents. An audit also includes  assessing
the accounting  principles used and significant  estimates made by management,
as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

     In our  opinion,  the  financial  statements  referred  to above  present
fairly,  in all  material  respects,  the  financial  position  of the  Sierra
Advantage  Divisions  of American  General  Life  Insurance  Company  Separate
Account D at December 31,  1995,  the results of its  operations  for the year
then ended and the  changes in its net assets for each of the two years in the
period  then  ended,   in  conformity  with  generally   accepted   accounting
principles.

                                                 /s/ERNST & YOUNG LLP 

Houston, Texas
January  31, 1996

                                      12

<PAGE>
                    American General Life Insurance Company

                          Sierra Advantage Divisions

                              SEPARATE ACCOUNT D


<TABLE>
                            STATEMENT OF NET ASSETS
                               December 31, 1995

<S>                                                              <C>
ASSETS:
   Investment securities - at market (cost $358,078,803)........ $407,547,576
   Due from American General Life Insurance Company.............           19
                                                                 -------------

     NET ASSETS................................................. $407,547,595
                                                                 =============

CONTRACT OWNER RESERVES:
   Reserves for redeemable annuity contracts.................... $407,499,242
   Reserves for annuity contracts on benefit....................       48,353
                                                                 -------------

     TOTAL CONTRACT OWNER RESERVES.............................. $407,547,595
                                                                 =============
</TABLE>

<TABLE>

                            STATEMENT OF OPERATIONS
                         Year Ended December 31, 1995

<S>                                                              <C>
INVESTMENT INCOME:
   Dividends from mutual funds.................................. $  9,681,081

EXPENSES:
   Expense and mortality fee....................................    5,136,366
                                                                 -------------
NET INVESTMENT INCOME                                               4,544,715
                                                                 -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Net realized loss on investments.............................     (348,580)
   Capital gain distributions from mutual funds.................      721,066
   Net unrealized gain on investments...........................   59,082,619
                                                                 -------------
     NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS............   59,455,105
                                                                 -------------

     INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........... $ 63,999,820
                                                                 =============

See accompanying notes.
</TABLE>


                                      13
<PAGE>

                    American General Life Insurance Company

                          Sierra Advantage Divisions

<TABLE>
                              SEPARATE ACCOUNT D


                      STATEMENT OF CHANGES IN NET ASSETS


<CAPTION>
                                                                      Year Ended December 31,
                                                                        1995           1994

<S>                                                                <C>               <C>      
OPERATIONS:
   Net investment income........................................   $  4,544,715         2,394,711
   Net realized loss on investments.............................       (348,580)         (669,265)
   Capital gain distributions from mutual funds.................        721,066           556,737
   Net unrealized gain (loss) on investments....................     59,082,619       (10,298,339)
                                                                   -------------     -------------
     Increase (Decrease) in net assets resulting from operations     63,999,820        (8,016,156)
                                                                   -------------     -------------


PRINCIPAL TRANSACTIONS:
   Contract purchase payments, less sales and administrative
     expenses and premium taxes.................................     66,850,917       212,537,864
   Payments to contract owners:
     Annuity benefits...........................................     (7,148,527)       (1,307,677)
     Terminations and withdrawals...............................    (20,016,039)       (7,255,982)
                                                                   -------------     -------------
   Increase in net assets resulting from principal transactions.     39,686,351       203,974,205
                                                                   -------------     -------------
   TOTAL INCREASE IN NET ASSETS.................................    103,686,171       195,958,049


NET ASSETS:
   Beginning of year............................................    303,861,424       107,903,375
                                                                   -------------     -------------
   End of year..................................................   $407,547,595      $303,861,424
                                                                   =============     =============

See accompanying notes.
</TABLE>


                                      14
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS



Note A - Organization

     The Sierra Advantage Divisions (the "Divisions") of American General Life
Insurance Company Separate Account D (the "Separate  Account")  received their
first  deposits  in  May,  1993.  The  Separate  Account  was  established  by
resolution  of the Board of  Directors  of  American  General  Life  Insurance
Company  (the  "Company")  on  November  19,  1973.  The  Separate  Account is
registered under the Investment Company Act of 1940 as a unit investment trust
and consists of twenty-six Divisions.  The Divisions available from The Sierra
Variable  Trust  mutual  funds to Sierra  Advantage  contract  holders  are as
follows:

<TABLE>
<S>                                           <C>
   International Growth Fund                  Growth and Income Fund
   Short Term Global Government Fund          Corporate Income Fund
   Growth Fund                                Short Term High Quality Bond Fund
   Global Money Fund                          Emerging Growth Fund
   U. S. Government Fund
</TABLE>


 Note B - Summary of Significant Accounting Policies & Basis of Presentation

     The  accompanying  financial  statements of the Divisions of the Separate
Account  have been  prepared  on the basis of  generally  accepted  accounting
principles ("GAAP").  The accounting  principles followed by the Divisions and
the  methods  of  applying  those  principles  are  presented  below or in the
footnotes which follow:

     Security  Valuation  - The  investment  in shares of The Sierra  Variable
Trust  mutual  funds are valued at the closing net asset  value  (market)  per
share as determined by the fund on the day of measurement.

     Security   transactions   and  related   investment   income  -  Security
transactions  are  accounted  for on the  date  the  order  to buy or  sell is
executed (trade date).  Dividend income and distributions of capital gains are
recorded on the ex-dividend  date and reinvested upon receipt.  Realized gains
and  losses  from  security  transactions  are  determined  on  the  basis  of
identified cost.

     Administrative   expenses  and   mortality  and  expense  risk  charge  -
Deductions for administrative expenses and mortality and expense risks assumed
by the Company are calculated  daily,  at an annual rate, on the average daily
net asset value of the Divisions and are paid to the Company.  The annual rate
for the administrative expenses is 0.30% and the annual rate for the mortality
and  expense  risks is 1.20%.  A  surrender  charge is  applicable  to certain
withdrawal amounts pursuant to the contract and is payable to the Company. The
total surrender  charges collected for the period ended December 31, 1995 were
$ 865,057.

     The  funds pay  their  investment  adviser,  Sierra  Investment  Advisors
Corporation,  a monthly fee based on the fund's  average net asset value.  The
funds also pay Sierra  Fund  Administration  Corporation  a monthly  fee at an
annual rate of 0.18% of the values of each fund's average daily net assets.

     Annuity  Reserves - Annuity  reserves are computed for currently  payable
contracts  according to the 1983a Individual Annuity Mortality Table projected
under Scale G factors.  The assumed  interest rate is 3.5 percent.  Charges to
annuity  reserves for mortality and expense risks experience are reimbursed to
the Company if the reserves  required are less than originally  estimated.  If
additional reserves are required, the Company reimburses the Separate Account.


Note C- Federal Income Taxes

     The  Company  is taxed as a life  insurance  company  under the  Internal
Revenue  Code  and  includes  the  operations  of  the  Separate   Account  in
determining  its federal income tax liability.  Under existing  federal income
tax law,  the  investment  income and capital  gains from sale of  investments
realized by the Separate Account are not taxable. Therefore, no federal income
tax provision has been made.

                                      15

<PAGE>

Note D - Investments

     Fund shares are  purchased at net asset value with net contract  payments
(contract purchase payments less surrenders and amounts payable to the Company
for  administrative  and surrender  charges) and reinvestment of distributions
made by the  funds.  The  following  is a summary of fund  shares  owned as of
December 31, 1995.


<TABLE>
<CAPTION>
                                                                   Net        Value of          Cost of        
                                                                  Asset       Shares at         Shares          Unrealized
            Fund                                    Shares        Value        Market            Held          Appreciation

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

International Growth Fund                       3,790,502.626     $ 12.11  $ 45,902,987     $ 44,613,770    $  1,289,217
Short Term Global Government Fund               9,536,788.388        2.50    23,841,971       23,405,442         436,529
Growth Fund                                     6,342,411.894       15.72    99,702,715       74,205,625      25,497,090
Global Money Fund                              20,369,542.760        1.00    20,369,543       20,369,543               0
U.S. Government Fund                            5,229,507.917       10.00    52,295,079       51,443,597         851,482
Growth and Income Fund                          3,612,541.492       12.83    46,348,907       38,181,110       8,167,797
Corporate Income Fund                           5,792,000.280       10.48    60,700,163       57,157,534       3,542,629
Short Term High Quality Bond Fund               4,957,331.689        2.49    12,343,756       12,186,237         157,519
Emerging Growth Fund                            3,350,979.240       13.74    46,042,455       36,515,945       9,526,510
                                                                           -------------    -------------   -------------
                                                                           $407,547,576     $358,078,803    $ 49,468,773
                                                                           =============    =============   =============
</TABLE>

     The aggregate  cost of purchases  and proceeds from sales of  investments
for the period ended  December  31, 1995 were  $104,109,705  and  $59,157,500,
respectively. The cost of total investments owned at December 31, 1995 was the
same for both financial reporting and federal income tax purposes.


 Note E - Summary of Changes in Units

Summary of Changes in Units for the Period Ended December 31, 1995

CONTRACTS IN ACCUMULATION PERIOD:
<TABLE>
<CAPTION>
                                                             Short Term
                                                               Global                                                   U. S.
                                         International       Government                              Global          Government
                                         Growth Fund           Fund            Growth Fund         Money Fund           Fund

<S>                                     <C>                <C>                <C>                <C>                <C>           
Outstanding at beginning of period...   41,411,804.816     31,104,117.951     55,968,698.496      5,990,768.122     45,519,220.818
Purchase payments....................    6,282,094.793      1,812,247.957     10,358,765.174      6,190,469.801      5,994,381.877
Surrenders...........................   (2,694,405.713)    (2,698,365.189)    (3,773,253.685)      (998,774.884)    (4,016,271.339)
Transfers to annuity.................            0.000        (23,165.130)        (5,463.976)             0.000              0.000
Transfers between funds..............   (6,117,358.452)    (6,818,339.186)     3,183,924.345      7,887,964.142         (56579.761)
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........   38,882,135.444     23,376,496.403     65,732,670.354     19,070,427.181     47,440,751.595
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                                Short Term
                                                                                   High
                                         Growth and          Corporate           Quality             Emerging
                                         Income Fund        Income Fund          Bond Fund          Growth Fund
<S>                                     <C>                <C>                <C>                <C>
Outstanding at beginning of period...   25,711,520.731     57,776,195.507     16,054,361.321     19,161,715.815
Purchase payments....................   10,091,361.789      7,002,703.784      1,828,154.900      8,135,229.721
Surrenders...........................   (1,677,052.520)    (4,392,921.746)    (1,168,254.384)    (1,459,588.916)
Transfers to annuity.................            0.000        (26,597.560)             0.000              0.000
Transfers between funds..............    2,549,195.766     (8,345,279.937)    (4,891,533.560)     8,541,930.500
                                        ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........   36,675,025.766     52,014,100.048     11,822,728.277     34,379,287.120
                                        ===============    ===============    ===============    ===============
</TABLE>

                                      16
<PAGE>

Note E - Summary of Changes in Units- Continued

Summary of Changes in Units for the Period Ended December 31, 1995 - Continued


<TABLE>
CONTRACTS IN ANNUITY PERIOD:
<CAPTION>
                                               Short                  
                                               Term
                                              Global                             Corporate
                                            Government           Growth           Income
                                               Fund               Fund             Fund
<S>                                     <C>                <C>                <C>
Outstanding at beginning of period...            0.000              0.000              0.000
Transfers from accumulation..........       23,165.130          5,463.976         26,597.560
Annuity payments.....................       (5,363.864)        (1,265.214)        (6,158.617)
                                        ---------------    ---------------    ---------------
Outstanding at end of period.........       17,801.266          4,198.762         20,438.943
                                        ===============    ===============    ===============
</TABLE>


Summary of Changes in Units for the Period Ended December 31, 1994


<TABLE>
CONTRACTS IN ACCUMULATION PERIOD:
<CAPTION>

                                                             Short Term
                                                               Global                                                   U. S.
                                         International       Government                              Global          Government
                                          Growth Fund           Fund            Growth Fund         Money Fund           Fund
<S>                                     <C>                <C>                <C>                <C>                <C>
Outstanding at beginning of period...    9,502,246.682     19,320,639.816     20,576,053.109      1,479,140.661     24,761,033.965
Purchase payments....................   30,488,798.822     16,302,480.036     37,607,137.094      4,545,287.776     28,567,151.722
Surrenders...........................     (901,652.705)    (1,043,267.503)    (1,549,373.517)      (491,141.154)    (1,505,658.408)
Transfers to annuity.................            0.000              0.000              0.000              0.000              0.000
Transfers between funds..............    2,322,412.017     (3,475,734.398)      (665,118.190)       457,480.839     (6,303,306.461)
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........   41,411,804.816     31,104,117.951     55,968,698.496      5,990,768.122     45,519,220.818
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>


<TABLE>
<CAPTION>
                                                                                Short Term
                                                                                   High
                                         Growth and          Corporate           Quality             Emerging
                                         Income Fund        Income Fund          Bond Fund          Growth Fund
<S>                                     <C>                <C>                <C>                <C>
Outstanding at beginning of period...            0.000     27,478,746.085              0.000              0.000
Purchase payments....................   20,284,289.617     40,062,344.908     12,264,554.507     16,997,627.089
Surrenders...........................     (357,973.182)    (2,056,737.876)      (216,083.075)      (317,716.395)
Transfers to annuity.................            0.000              0.000              0.000              0.000
Transfers between funds..............    5,785,204.296     (7,708,157.610)     4,005,889.889      2,481,805.121
                                        ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........   25,711,520.731     57,776,195.507     16,054,361.321     19,161,715.815
                                        ===============    ===============    ===============    ===============
</TABLE>

                                      17
<PAGE>

 Note F - Net  Assets Represented By:

<TABLE>
                                                                   December 31,1995

CONTRACTS IN ACCUMULATION PERIOD:                         Units        Unit Value       Amount
<S>                                                  <C>              <C>           <C>         
   International Growth Fund......................   38,882,135.444   $ 1.180567    $ 45,902,966
   Short Term Global Government Fund..............   23,376,496.403     1.019136      23,823,829
   Growth Fund....................................   65,732,670.354     1.516694      99,696,347
   Global Money Fund..............................   19,070,427.181     1.068122      20,369,543
   US. Government Fund............................   47,440,751.595     1.102324      52,295,079
   Growth and Income Fund.........................   36,675,025.766     1.263773      46,348,907
   Corporate Income Fund..........................   52,014,100.048     1.166536      60,676,320
   Short Term High Quality Bond Fund..............   11,822,728.277     1.044070      12,343,756
   Emerging Growth Fund...........................   34,379,287.120     1.339251      46,042,495
                                                                                    -------------
                                                                                     407,499,242
                                                                                    -------------


CONTRACTS IN ANNUITY PERIOD:


   Short Term Global Government Fund..............       17,801.266   $ 1.019136    $     18,142
   Growth Fund....................................        4,198.762     1.516694           6,368
   Corporate Income Fund..........................       20,438.943     1.166536          23,843
                                                                                    -------------
                                                                                          48,353
                                                                                    -------------
   TOTAL CONTRACT OWNER RESERVES..................                                  $407,547,595
                                                                                    -------------


                                                                   December 31,1994

CONTRACTS IN ACCUMULATION PERIOD:                         Units        Unit Value       Amount
<S>                                                  <C>              <C>           <C>         

   International Growth Fund......................   41,411,804.816   $ 1.124150    $ 46,553,080
   Short Term Global Government Fund..............   31,104,117.951     0.957146      29,771,182
   Growth Fund....................................   55,968,698.496     1.121034      62,742,814
   Global Money Fund..............................    5,990,768.122     1.028063       6,15,8887
   US. Government Fund............................   45,519,220.818     0.957302      43,575,641
   Growth and Income Fund.........................   25,711,520.731     0.968879      24,911,352
   Corporate Income Fund..........................   57,776,195.507     0.946638      54,693,142
   Short Term High Quality Bond Fund..............   16,054,361.321     0.969705      15,567,994
   Emerging Growth Fund...........................   19,161,715.815     1.037868      19,887,332
                                                                                    -------------
                                                                                    $303,861,424
                                                                                    =============
</TABLE>

                                      18
<PAGE>
[GRAPHIC OMITTED]

ERNST & YOUNG LLP        One Houston Center             Phone: 713-750-1500
                         Suite 2400                     Fax:   713-750-1501
                         1221 McKinney Street
                         Houston, Texas 77010-2007



                        Report of Independent Auditors

Board of Directors
American General Life Insurance Company

We have  audited  the  accompanying  consolidated  balance  sheets of American
General Life Insurance  Company (a wholly owned subsidiary of American General
Corporation)  and  subsidiaries  as of  December  31,  1995 and 1994,  and the
related  consolidated  statements of income,  shareholders'  equity,  and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's  management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We  conducted  our  audits in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that we plan and  perform  the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial  statements.  An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made by  management,  as well as evaluating  the overall  financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion,  the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of American General
Life Insurance Company and subsidiaries at December 31, 1995 and 1994, and the
consolidated  results of their operations and their cash flows for each of the
three  years in the  period  ended  December  31,  1995,  in  conformity  with
generally accepted accounting principles.

As  discussed  in Note 1.2 to the  financial  statements,  in 1993 the Company
changed  certain  of its  accounting  methods  as a result  of  adopting  new,
required accounting standards.

                                             /s/Ernst & Young LLP
February 12, 1996

                                      19

<PAGE>

                    American General Life Insurance Company

                          Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                      December 31
                                                                1995               1994
                                                            ---------------------------
                                                                   (In Thousands)
<S>                                                         <C>                <C>         
ASSETS
Investments:

  Fixed maturity securities - at fair value
    (amortized cost - $23,349,517 in 1995 and
    $21,125,289 in 1994)                                    $ 24,769,751       $ 20,010,569


  Equity  securities  - at  fair  value  (cost -
    $72,443 in 1995 and $101,663 in 1994)                         92,318            106,455
  Mortgage loans on real estate                                1,790,110          1,895,561
  Investment real estate                                         141,927            138,768
  Policy loans                                                   918,465            822,047
  Other long-term investments                                     23,819             14,852
  Short-term investments                                          65,262            186,945
                                                            -------------      -------------
Total investments                                             27,801,652         23,175,197

Cash                                                              43,944             12,862
Investment in parent company (cost - $8,597,000 in
  1995 and 1994)                                                  24,399             19,764
Indebtedness from affiliates                                      90,664             98,276
Accrued investment income                                        392,832            345,275
Accounts and notes receivable                                    174,303            155,649
Deferred policy acquisition costs                                605,501          1,479,115
Property and equipment                                            38,275             36,952
Other assets                                                     124,919            102,565
Assets held in separate accounts                               5,051,112          2,900,366
                                                            -------------      -------------
Total assets                                                $ 34,347,601       $ 28,326,021
                                                            =============      =============
</TABLE>

                                      20
<PAGE>

<TABLE>
<CAPTION>
                                                                      December 31
                                                                1995               1994
                                                            ---------------------------
                                                                   (In Thousands)

<S>                                                         <C>                <C> 

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Insurance and annuity liabilities                         $ 25,276,305       $ 23,198,143
  Other policy claims and benefits payable                        43,175             42,448
  Other policyholders' funds                                     445,801            382,627
  Federal income taxes                                           560,538            235,031
  Indebtedness to affiliates                                       3,120              3,136
  Other liabilities                                              284,328            189,703
  Liabilities related to separate accounts                     5,051,112          2,900,366
                                                            -------------      -------------
Total liabilities                                             31,664,379         26,951,454

Shareholders' equity:

  Common stock, $10 par value, 600,000 shares
    authorized, issued, and outstanding                            6,000              6,000
  Preferred stock, $100 par value, 8,500 shares
    authorized, issued and outstanding                               850                  -
  Additional paid-in capital                                     858,075            850,358
  Net unrealized investment gains (losses)                       493,594           (730,900)
  Retained earnings                                            1,324,703          1,249,109
                                                            -------------      -------------
Total shareholders' equity                                     2,683,222          1,374,567


Total liabilities and shareholders' equity                  $ 34,347,601       $ 28,326,021
                                                            =============      =============
</TABLE>


See accompanying notes.

                                       21
<PAGE>

                    American General Life Insurance Company

                       Consolidated Statements of Income

<TABLE>
<CAPTION>

                                                                  Year ended December 31
                                                              1995            1994             1993
                                                          ---------------------------------------------
                                                                      (In Thousands)

<S>                                                       <C>              <C>              <C>        
Revenues:
  Premiums and other considerations                       $   342,420      $   324,521      $   325,296
  Net investment income                                     2,011,088        1,874,323        1,816,948
  Realized investment gains (losses)                           (1,942)         (61,268)          53,804
  Other                                                        27,172           30,841           31,207
                                                          ------------     ------------     ------------
Total revenues                                              2,378,738        2,168,417        2,227,255

Benefits and expenses:
  Benefits                                                  1,641,206        1,514,544        1,529,084
  Operating costs and expenses                                309,110          297,498          280,011
  Goodwill write-down                                               -                -          293,127
  Interest expense, net                                         2,180            1,254              997
                                                          ------------     ------------     ------------
Total benefits and expenses                                 1,952,496        1,813,296        2,103,219
                                                          ------------     ------------     ------------

Income before income taxes and cumulative effect
  of accounting changes                                       426,242          355,121          124,036

Income tax expense                                            143,947          128,188          154,380
                                                          ------------     ------------     ------------
Income (loss) before cumulative effect of
  accounting changes                                          282,295          226,933          (30,344)

Cumulative effect of accounting changes, net                        -                -          (24,463)
                                                          ------------     ------------     ------------
Net income (loss)                                         $   282,295      $   226,933      $    (54,807)
                                                          ============     ============     ============
</TABLE>


See accompanying notes.

                                      22

<PAGE>

                    American General Life Insurance Company

                Consolidated Statements of Shareholders' Equity


<TABLE>
<CAPTION>
                                                                     Year ended December 31
                                                              1995            1994             1993
                                                          ---------------------------------------------
                                                                      (In Thousands)

<S>                                                       <C>              <C>              <C>        
Common stock:
  Balance at beginning of year                            $     6,000      $     6,000      $      6,000
  Change during year                                                -                -                -
                                                          ------------     ------------     ------------
Balance at end of year                                          6,000            6,000            6,000

Preferred stock:
  Balance at beginning of year                                      -                -                -
  Change during year                                              850                -                -
                                                          ------------     ------------     ------------
Balance at end of year                                            850                -                -

Additional paid-in capital:
  Balance at beginning of year                                850,358          850,236          809,658
  Change during year                                            7,717              122           40,578
                                                          ------------     ------------     ------------
Balance at end of year                                        858,075          850,358          850,236

Net unrealized investment gains (losses):
  Balance at beginning of year                               (730,900)         427,471           29,160
  Change during year                                        1,224,494       (1,158,371)         (12,972)
   Effect of accounting change                                      -                -          411,283
                                                          ------------     ------------     ------------
Balance at end of year                                        493,594         (730,900)         427,471

Retained earnings:
  Balance at beginning of year                              1,249,109        1,261,676        1,320,199
  Net income (loss)                                           282,295          226,933          (54,807)
  Dividends paid                                             (206,701)        (239,500)          (3,716)
                                                          ------------     ------------     ------------
Balance at end of year                                      1,324,703        1,249,109        1,261,676
                                                          ------------     ------------     ------------
Total shareholders' equity                                $ 2,683,222      $ 1,374,567      $ 2,545,383
                                                          ============     ============     ============
</TABLE>


See accompanying notes.

                                      23
<PAGE>

                    American General Life Insurance Company

                     Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                     Year ended December 31
                                                              1995            1994             1993
                                                          ---------------------------------------------
                                                                      (In Thousands)

<S>                                                       <C>              <C>              <C>        
OPERATING ACTIVITIES
Net income (loss)                                         $   282,295      $   226,933      $   (54,807)
Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
    Change in accounts and note receivable                    (18,654)          (8,942)         (59,368)
    Change in insurance and annuity liabilities               (70,383)         120,756          749,222
    Amortization of policy acquisition costs                   68,295           56,662           67,424
    Policy acquisition costs deferred                        (203,607)        (194,974)        (198,210)
    Change in other policyholders' funds                       63,174           38,379           11,561
    Provision for deferred income taxes                        (9,773)          24,043          (20,144)
    Goodwill write-down                                             -                -          293,127
    Depreciation and amortization                             (17,706)         (41,268)         (41,253)
    Change in indebtedness to/from affiliates                   7,596         (113,620)           7,514
    Change in amounts payable to brokers                       30,964           23,806          (51,801)
    (Gain) loss on sale of investment                           1,942           61,268          (53,804)
    Other, net                                                 46,863          (61,093)          40,641
                                                          ------------     ------------     ------------
Net cash provided by operating activities                     181,006          131,950          690,102

INVESTING ACTIVITIES
Purchases of investments and loans made                   (14,573,323)     (15,723,196)     (14,901,818)

Sales or maturities of investments and receipts
  from repayment of loans                                  12,528,185       13,939,720       12,172,430
Sales and purchases of property and equipment, net            (12,114)          (5,529)          (6,833)
                                                          ------------     ------------     ------------
Net cash used in investing activities                      (2,057,252)      (1,789,005)      (2,736,221)

FINANCING ACTIVITIES
Policyholder account deposits                               3,372,522        3,136,341        2,856,485
Policyholder account withdrawals                           (1,258,560)      (1,227,046)        (851,094)
Dividends paid                                               (206,701)        (239,500)               -
Other                                                              67              122           40,578
                                                          ------------     ------------     ------------
Net cash provided by financing activities                   1,907,328        1,669,917        2,045,969
                                                          ------------     ------------     ------------
Increase (decrease) in cash                                    31,082           12,862             (150)
Cash at beginning of year                                      12,862                -              150
                                                          ------------     ------------     ------------
Cash at end of year                                       $    43,944      $    12,862      $         -
                                                          ============     ============     ============

</TABLE>
Interest paid amounted to approximately $1,933,000, $1,207,000, and $1,359,000
in 1995, 1994, and 1993, respectively.

See accompanying notes.

                                      24

<PAGE>
                    American General Life Insurance Company

                   Notes to Consolidated Financial Statements

                               December 31, 1994

NATURE OF OPERATIONS

American  General Life  Insurance  Company (the  "Company")  is a wholly owned
subsidiary of AGC Life Insurance  Company,  which is a wholly owned subsidiary
of American General  Corporation (the "Parent Company").  The Company's wholly
owned life insurance  subsidiaries are American General Life Insurance Company
of  New  York  ("AGNY")  and  the  Variable  Annuity  Life  Insurance  Company
("VALIC").

The Company  offers a complete  portfolio of the  standard  forms of universal
life,  interest-sensitive  whole life, term life, fixed and variable annuities
throughout the United  States,  and a variety of equity  products  through its
broker/dealer,  American General  Securities  Incorporated.  In addition,  the
Company  recently  entered into the structured  settlement  arena. The Company
serves the estate  planning needs of middle- and  upper-income  households and
the insurance needs of small- to medium-size  businesses.  AGNY offers a broad
array  of  traditional  and  interest-sensitive   insurance,  in  addition  to
individual annuity products.  VALIC provides tax-deferred retirement annuities
and employer-sponsored retirement plans to employees of healthcare, education,
public sector, and other  not-for-profit  organizations  throughout the United
States.

1. ACCOUNTING POLICIES

1.1 PREPARATION OF FINANCIAL STATEMENTS

The  consolidated  financial  statements have been prepared in accordance with
generally  accepted  accounting  principles  ("GAAP").  These  principles  are
established primarily by the Financial Accounting Standards Board ("FASB") and
the American Institute of Certified Public Accountants.

The preparation of financial  statements requires management to make estimates
and  assumptions   that  affect  (1)  the  reported   amounts  of  assets  and
liabilities, (2) disclosures of contingent assets and liabilities, and (3) the
reported  amounts of  revenues  and  expenses  during the  reporting  periods.
Ultimate results could differ from those estimates.

The consolidated  financial statements include the accounts of the Company and
its wholly owned life  insurance  subsidiaries,  AGNY and VALIC.  Transactions
with the Parent Company and other  subsidiaries  of the Parent Company are not
eliminated  from the financial  statements of the Company.  All other material
intercompany transactions have been eliminated in consolidation.

                                      25

<PAGE>
                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.2 ACCOUNTING CHANGES

During 1995, the Company adopted Statement of Financial  Accounting  Standards
("SFAS") 120,  "Accounting and Reporting by Mutual Life Insurance  Enterprises
and by Enterprises  for Certain  Long-Duration  Participating  Contracts," and
SFAS  121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and for
Long-Lived  Assets to be Disposed  Of." SFAS 120  establishes  accounting  for
certain   participating  life  insurance   contracts.   SFAS  121  establishes
accounting  standards for (1) the  impairment of  long-lived  assets,  certain
identifiable intangibles,  and goodwill related to those assets to be held and
used in the  business,  and (2)  long-lived  assets and  certain  identifiable
intangibles  to be  disposed  of. With the  adoption of SFAS 121,  the Company
measures  impairment  of certain  investment  real estate based on fair value,
rather than net  realizable  value as previously  required.  Adoption of these
standards  did  not  have a  material  impact  on the  consolidated  financial
statements.

During 1994, the Company adopted the following accounting standards:

     SFAS 118,  "Accounting  by Creditors  for  Impairment  of a Loan - Income
     Recognition and Disclosures."  This standard  requires  disclosures about
     the recorded  investment in certain impaired loans and the recognition of
     related  interest income (see Note 2.4). This standard did not impact the
     consolidated financial statements.

     SFAS 119,  "Disclosure  About Derivative  Financial  Instruments and Fair
     Value of Financial  Instruments"  requires  additional  disclosures about
     derivative   financial   instruments   and  amends  existing  fair  value
     disclosure requirements (see Notes 6 and 7). This standard did not impact
     the consolidated financial statements.

Effective  January 1, 1993,  the  Company  adopted  the  following  accounting
standards:

     SFAS 106, "Employers'  Accounting for Postretirement  Benefits Other Than
     Pensions,"  resulted in a one-time reduction of net income of $4 million.
     This standard requires accrual of a liability for postretirement benefits
     other than pensions.

     SFAS 109,  "Accounting for Income Taxes," resulted in a one-time decrease
     of net income of $19 million.  This  standard  changes the way income tax
     expense is determined for financial reporting purposes.

                                      26

<PAGE>
                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.2 ACCOUNTING CHANGES (CONTINUED)

     SFAS 112, "Employers'  Accounting for Postemployment  Benefits," resulted
     in a  one-time  reduction  of net  income of $1  million.  This  standard
     requires the accrual of benefits  provided to employees after  employment
     but before retirement.

     SFAS 113, "Accounting and Reporting for Reinsurance of Short-Duration and
     Long-Duration  Contracts,"  requires  that  reinsurance  receivables  and
     prepaid  reinsurance  premiums be reported as assets,  rather than netted
     against the related insurance  liabilities.  This standard did not have a
     material impact on the consolidated financial statements.

     SFAS 114,  "Accounting by Creditors for  Impairment of a Loan,"  requires
     that certain  impaired  loans be reported at either the present  value of
     expected future cash flows,  the loan's  observable  market price, or the
     fair  value  of  underlying  collateral.  This  standard  did not  have a
     material impact on the consolidated financial statements.

     At December  31, 1993,  the Company  adopted  SFAS 115,  "Accounting  for
     Certain  Investments  in Debt  and  Equity  Securities."  This  statement
     requires that debt and equity  securities be carried at fair value unless
     the company has the positive intent and ability to hold these investments
     to maturity.  Debt and equity  securities  must be classified into one of
     three categories:  (1) held-to-maturity,  (2) available-for-sale,  or (3)
     trading securities. At December 31, 1993, the Company classified all debt
     and equity securities as  available-for-sale  and recorded net unrealized
     gains on fixed maturity  securities  (net of applicable  deferred  income
     taxes) of $411 million to shareholders' equity.

                                      27

<PAGE>
                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.3 STATUTORY ACCOUNTING

The Company and its wholly owned life insurance  subsidiaries  are required to
file financial statements with state regulatory  authorities.  State insurance
laws prescribe accounting  practices for calculating  statutory net income and
equity. In addition, state regulators may allow permitted statutory accounting
practices  that differ from  prescribed  practices.  The use of such permitted
practices by the Company and its wholly owned life insurance  subsidiaries did
not have a material effect on the statutory equity at December 31, 1995.

Statutory financial statements differ from GAAP. Significant  differences were
as follows (in thousands):

<TABLE>
<CAPTION>
                                                              1995            1994             1993
                                                          ---------------------------------------------
<S>                                                       <C>              <C>              <C>        

Net income:
  Statutory net income (1995 balance
    is unaudited)                                         $   197,769      $   281,344      $   221,272
  Deferred policy acquisition costs                           135,312          138,312          130,786
  Deferred income taxes                                         9,773          (24,043)          20,144
  Tax rate-related adjustment                                       -                -          (10,729)
  Adjustments to policy reserves                              (77,591)         (76,458)        (116,297)
  Goodwill write-down                                               -                -         (293,127)
  Goodwill amortization                                        (2,195)          (2,200)         (12,115)
  Cumulative effect of accounting changes                           -                -          (24,463)
  Realized gain (loss) on investments                          22,874          (19,654)          37,811
  Gain on sale of subsidiary                                      661          (41,956)               -
  Other, net                                                   (4,308)         (28,412)          (8,089)
                                                          ------------     ------------     ------------
GAAP net income (loss)                                    $   282,295      $   226,933      $   (54,807)
                                                          ============     ============     ============

Shareholders' equity:
  Statutory capital and surplus (1995 balance
    is unaudited)                                         $ 1,298,323      $ 1,283,268      $ 1,262,381
  Deferred policy acquisition costs                           605,501        1,479,115          481,615
  Deferred income taxes                                      (549,663)        (284,832)        (505,315)
  Adjustments to policy reserves                             (311,065)        (208,913)        (155,862)
  Acquisition-related goodwill                                 57,795           59,990           62,190
  Asset valuation reserve (AVR)                               263,295          223,382          195,655
  Interest maintenance reserve (IMR)                            3,114             (272)          57,110
  Investment valuation differences                          1,417,775       (1,115,921)       1,160,682
  Benefit plans (pretax)                                        6,023            4,421            4,290
  Surplus from separate accounts                              (76,645)         (51,704)         (37,354)
  Other, net                                                  (31,231)         (13,967)          19,991
                                                          ------------     ------------     ------------
Total GAAP shareholders' equity                           $ 2,683,222      $ 1,374,567      $ 2,545,383
                                                          ============     ============     ============
</TABLE>

                                      28

<PAGE>
                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.3 STATUTORY ACCOUNTING (CONTINUED)

The  more  significant  differences  between  GAAP  and  statutory  accounting
principles are that under GAAP: (a) acquisition costs related to acquiring new
business are deferred and  amortized  over the expected  lives of the policies
rather  than being  charged  to  operations  as  incurred;  (b) future  policy
benefits  are based on  estimates  of  mortality,  interest,  and  withdrawals
generally representing the companies' experience,  which may differ from those
based on statutory mortality and interest  requirements without  consideration
of withdrawals; (c) deferred federal income taxes are provided for significant
timing  differences  between income reported for financial  reporting purposes
and income  reported  for federal  income tax  purposes;  (d)  certain  assets
(principally  furniture and  equipment,  agents' debit  balances,  and certain
other  receivables)  are  reported  as assets  rather  than  being  charged to
retained  earnings;  (e)  acquisitions  are  accounted  for using the purchase
method of accounting  rather than being  accounted for as equity  investments;
and (f) fixed  maturity  investments  are  carried at fair value  rather  than
amortized cost.

1.4 INSURANCE CONTRACTS

The insurance  contracts  accounted for in these financial  statements include
primarily long-duration contracts. Long-duration contracts include traditional
whole life, endowment, guaranteed renewable term life, universal life, limited
payment, and investment contracts.  Long-duration  contracts generally require
the  performance of various  functions and services over a period of more than
one year. The contract  provisions  generally cannot be changed or canceled by
the insurer during the contract period. However, most new contracts written by
the Company allow the insurer to revise  certain  elements used in determining
premium  rates  or  policy  benefits  subject  to  guarantees  stated  in  the
contracts.

1.5 INVESTMENTS

FIXED MATURITY AND EQUITY SECURITIES

All  fixed  maturity  and  equity  securities  are  currently   classified  as
available-for-sale and recorded at fair value. After adjusting related balance
sheet accounts as if the unrealized gains (losses) had been realized,  the net
adjustment is recorded in net unrealized  gains (losses) on securities  within
shareholders' equity. If the fair value of a security classified

                                      29

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.5 INVESTMENTS (CONTINUED)

as  available-for-sale  declines below its cost and this decline is considered
to be other than temporary, the security is reduced to its fair value, and the
reduction is recorded as a realized loss.

MORTGAGE LOANS

Mortgage loans are reported at amortized cost, net of an allowance for losses.
The allowance for losses covers all nonperforming  loans,  consisting of loans
restructured  or delinquent 60 days or more.  The allowance  also covers loans
for which there is concern based on  management's  assessment of risk factors,
such as potential nonpayment or nonmonetary default. The allowance is based on
a  loan-specific  review and a formula that  reflects past results and current
trends.

Impaired  loans,  those for which the Company  determines  that it is probable
that all amounts due under the  contractual  terms will not be collected,  are
reported  at the  lower of  amortized  cost or fair  value  of the  underlying
collateral, less estimated costs to sell.

POLICY LOANS

Policy loans are reported at unpaid principal  balances adjusted  periodically
for uncollectible amounts.

INVESTMENT REAL ESTATE

Investment real estate consists of  income-producing  real estate,  foreclosed
real estate,  and the American  General Center,  an office complex in Houston.
During 1995, the Company  adopted SFAS 121,  "Accounting for the Impairment of
Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed  Of." Under SFAS
121,  investment real estate is classified as held for investment or available
for sale, depending on management's intent.

The Company classifies all investment real estate, except the American General
Center,  as available for sale.  Real estate  available for sale is carried at
the lower of cost (less  accumulated  depreciation at December 31, 1994, prior
to adoption of SFAS 121) or fair value less cost to sell. Changes in estimates
of fair value less cost to sell are  recognized  as  realized  gains  (losses)
through a valuation allowance.

                                      30

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.5 INVESTMENTS (CONTINUED)

At December 31, 1995, real estate held for investment is carried at cost, less
accumulated   depreciation  and  impairment   reserves  and  write-downs,   if
applicable.  Impairment  losses are recorded whenever  circumstances  indicate
that a property might be impaired and the estimated undiscounted cash flows to
be generated by the property are less than the carrying amount. In such event,
the property is written down to fair value,  determined by  observable  market
prices,  third-party  appraisals,  or expected future cash flows discounted at
market rates.  Any write-down is recognized as a realized loss, and a new cost
basis is established.

Prior to 1995,  real  estate  held for  investment  was  carried  at cost less
accumulated  depreciation  and an allowance for any impairment in value.  When
the net realizable  value was less than the carrying value, the deficiency was
recognized  as a realized  loss  through a  valuation  allowance  specifically
identified with the associated real estate asset.

INVESTMENT INCOME

Interest  on  fixed  maturity  securities  and  performing  mortgage  loans is
recorded as income when earned and is adjusted for any amortization of premium
or discount.  Interest on  restructured  mortgage  loans is recorded as income
when earned based on the new contractual rate. Interest on delinquent mortgage
loans is recorded as income on a cash basis.  Dividends are recorded as income
on ex-dividend dates.

REALIZED INVESTMENT GAINS OR LOSSES

Realized  investment  gains  or  losses  are  recognized  using  the  specific
identification  method and include declines in fair value of investments below
cost that are considered to be other than temporary.

1.6 SEPARATE ACCOUNTS

Separate   accounts  are  assets  and  liabilities   associated  with  certain
contracts,  principally  annuities.  The investment  risk lies solely with the
holder of the contract  rather than the Company.  Consequently,  the insurer's
liability  for  these  accounts  equals  the  value  of  the  account  assets.
Investment income, realized investment gains (losses), and policyholder

                                      31

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.6 SEPARATE ACCOUNTS (CONTINUED)

account  deposits and  withdrawals  related to Separate  Accounts are excluded
from the  consolidated  statements  of income and cash  flows.  Assets held in
Separate  Accounts are primarily shares in mutual funds,  which are carried at
fair value, based on the quoted net asset value per share.

1.7 DEFERRED POLICY ACQUISITION COSTS ("DPAC")

The costs of writing  an  insurance  policy,  including  agents'  commissions,
underwriting  and  marketing  expenses,  are deferred and included in the DPAC
asset.

DPAC associated with interest-sensitive  life contracts,  insurance investment
contracts, and participating life insurance contracts is charged to expense in
relation to the estimated  gross profits of those  contracts.  DPAC associated
with  all  other   insurance   contracts   is  charged  to  expense  over  the
premium-paying  period,  or as the  premiums  are earned  over the life of the
contracts.

Gross profits include realized investment gains (losses). In addition, DPAC is
adjusted for the impact on estimated future gross profits as if net unrealized
gains  (losses) on securities had been realized at the balance sheet date. The
impact of this adjustment is included in the net unrealized  gains (losses) on
securities within shareholders' equity.

The Company reviews the carrying value of DPAC on at least an annual basis. In
determining whether the carrying amount is appropriate,  the Company considers
estimated future gross profits or future premiums,  as applicable for the type
of contract. In all cases, the Company considers expected mortality,  interest
earned and credited rates,  persistency  and expenses.  The reported value and
the remaining life of DPAC are considered appropriate.

                                      32

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.7 DEFERRED POLICY ACQUISITION COSTS ("DPAC") (CONTINUED)

The balance of DPAC at December 31 and the  components of the change  reported
in operating costs and expenses for the years then ended were as follows:

<TABLE>
<CAPTION>
                                                              1995            1994             1993
                                                          ---------------------------------------------
                                                                        (In Thousands)

<S>                                                       <C>              <C>              <C>        
Balance at January 1                                      $ 1,479,115     $    481,615      $   909,925
    Capitalization                                            203,607          194,974          198,210
    Amortization                                              (60,676)         (56,662)         (67,424)
    Reclassification to net assets of life 
      insurance company held for sale                               -                -          (66,764)
    Change in the effect of SFAS 115                       (1,016,545)         859,188                -
    Cumulative effect of accounting changes:
        Fair value (SFAS 115)                                       -                -         (502,108)
        Income taxes (SFAS 109)                                     -                -            9,776
                                                          ------------     ------------     ------------
Balance at December 31                                    $   605,501      $ 1,479,115      $   481,615
                                                          ============     ============     ============
</TABLE>


1.8 PREMIUM RECOGNITION

Most receipts for annuities and interest-sensitive life insurance policies are
classified  as  deposits  instead of  revenue.  Revenues  for these  contracts
consist of mortality,  expense,  and surrender  charges  assessed  against the
account  balance.  Policy  charges that are designed to compensate the Company
for future  services  are deferred  and  recognized  in income over the period
earned using the same assumptions used to amortize DPAC (see Note 1.7).

For limited  payment  contracts,  net premiums are recorded as revenue and the
difference  between the gross premium received and the net premium is deferred
and recognized in income in a constant relationship to insurance in force. For
all other long-duration contracts,  premiums are recognized when due. When the
revenue  is  recorded,  an  estimate  of the cost of the  related  benefit  is
recorded in the future policy  benefits  account on the  consolidated  balance
sheets.  Also, this cost is recorded in the consolidated  statements of income
as a benefit in the  current  year and in all future  years  during  which the
policy is expected to be renewed.

                                      33

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.9 SALE OF SUBSIDIARY

On November 29, 1993,  the Parent  Company  announced  its intent to offer the
Company's  wholly  owned life  insurance  subsidiary,  American-Amicable  Life
Insurance  Company  of  Texas,  for sale.  On August  31,  1994,  the  Company
completed the sale of  American-Amicable  Life  Insurance  Company of Texas to
PennCorp Financial Group, Inc., resulting in a net loss of $19.5 million.

1.10 OTHER ASSETS

Other assets were comprised of the following:

<TABLE>
<CAPTION>
                                    December 31
                              1995                1994
                          --------------------------------
                                   (In Thousands)

<S>                         <C>                 <C>     
Goodwill                    $ 57,795            $ 59,990
Other                         67,124              42,575
                          --------------------------------
Other assets                $124,919            $102,565
                          ================================
</TABLE>

Acquisition-related  goodwill is charged to expense in equal  amounts  over 40
years. The carrying value of goodwill is regularly  reviewed for indicators of
impairment in value.

In 1993,  the  Company  recorded  a noncash  charge of $293  million to reduce
acquisition-related  goodwill.  The  write-down  was the result of a strategic
review completed in 1993 of the Company's operations by management and outside
advisors,  which indicated the book value of the Company  exceeded fair value.
After   this   charge,    the   reported   value   and   remaining   life   of
acquisition-related goodwill are considered appropriate.

This review  also  resulted in the  decision  to sell  American-Amicable  Life
Insurance Company of Texas and its subsidiaries (see Note 1.9).

                                      34

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.11 DEPRECIATION

Provision  for  depreciation  of  American  General  Center,  data  processing
equipment,  and furniture and fixtures is computed on the straight-line method
over the estimated useful lives of the assets.

1.12 Policy and Contract Claims Reserves

Substantially all of the Company's insurance and annuity liabilities relate to
long-duration  contracts which generally require  performance over a period of
more than one year.  The  contract  provisions  normally  cannot be changed or
canceled by the Company during the contract period.

For interest-sensitive and investment contracts, reserves are equal to the sum
of the policy account balance and deferred  revenue  charges.  In establishing
reserves for limited payment and other long-duration contracts, an estimate is
made of the cost of future  policy  benefits to be paid as a result of present
and future claims due to death, disability, surrender of a policy, and payment
of an endowment.  Reserves for traditional  insurance  products are determined
using the net level premium method. Based on past experience, consideration is
given to the number of  policyholder  deaths  that might be  expected,  policy
lapses,  surrenders,  and  terminations.  Consideration  is also  given to the
possibility  that the Company's  experience with  policyholders  will be worse
than expected.  Interest assumptions used to compute reserves ranged from 2.5%
to 13.5% at December 31, 1995.

The claim reserves are determined using case-basis  evaluation and statistical
analyses and  represent  estimates of the ultimate net cost of unpaid  claims.
These  estimates  are  reviewed  and as  adjustments  become  necessary,  such
adjustments  are  reflected in current  operations.  Since these  reserves are
based on  estimates,  the  ultimate  settlement  of  claims  may vary from the
amounts included in the accompanying financial statements.  Although it is not
possible to measure  the degree of  variability  inherent  in such  estimates,
management believes claim reserves are reasonable.

                                      35

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.13 REINSURANCE

The  Company  is  routinely  involved  in  reinsurance   transactions.   Ceded
reinsurance  becomes a liability of the reinsurer  that assumes the risk.  The
Company  diversifies its risk of exposure to reinsurance loss by using several
reinsurers and entering into  reinsurance  transactions  with life  reinsurers
that have strong  claims-paying  ability ratings. The maximum retention on one
life  (in the case of  individual  life  insurance)  is $1.5  million.  If the
reinsurer  could not meet its  obligations,  the Company  would  reassume  the
liability.  The likelihood of a material reinsurance liability being reassumed
by the Company is considered to be remote.

Amounts paid or deemed to have been paid in connection with ceded  reinsurance
contracts are recorded as  reinsurance  receivables.  The cost of  reinsurance
related  to  long-duration  contracts  is  recognized  over  the  life  of the
underlying reinsured policies using assumptions  consistent with those used to
account for the underlying policies.

1.14 PARTICIPATING POLICY CONTRACTS

Participating  life insurance  contracts  contain dividend payment  provisions
that entitle the policyholder to participate in the earnings of the contracts.
Participating  life insurance  accounted for 2.48% and 1.81% of life insurance
in force at  December  31,  1995 and  1994,  respectively.  Such  business  is
accounted for in accordance with SFAS 120.

1.15 INCOME TAXES

The Company and its life insurance  subsidiaries,  together with certain other
life  insurance  subsidiaries  of  the  Parent  Company,  are  included  in  a
life/nonlife   consolidated  tax  return  with  the  Parent  Company  and  its
noninsurance subsidiaries. The Company participates in a tax-sharing agreement
with other  companies  included in the  consolidated  tax  return.  Under this
agreement,  tax  payments are made to the Parent  Company as if the  companies
filed separate tax returns and companies  incurring  operating  and/or capital
losses are reimbursed for the use of these losses by the  consolidated  return
group.

                                      36

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.16 RECLASSIFICATION

Certain  amounts  in  the  1994  and  1993  financial   statements  have  been
reclassified to conform with the current year presentation.

2. INVESTMENTS

2.1 INVESTMENT INCOME

Investment income by type of investment was as follows:

<TABLE>
<CAPTION>
                                                              1995            1994             1993
                                                          ---------------------------------------------
                                                                        (In Thousands)

<S>                                                       <C>              <C>              <C>        
Investment income:
  Fixed maturities                                        $ 1,759,358      $ 1,611,355      $ 1,521,320
  Equity securities                                             6,773            5,860            7,387
  Mortgage loans on real estate                               185,022          202,399          231,461
  Investment real estate                                       16,397           15,049           21,408
  Policy loans                                                 52,939           48,973           45,292
  Other long-term investments                                   1,996            1,389            4,820
  Short-term investments                                        6,234            9,753            3,343
  Investment income from affiliates                            12,570           13,632           11,304
                                                          ------------     ------------     ------------
Gross investment income                                     2,041,289        1,908,410        1,846,335
Investment expenses                                            30,201           34,087           29,387
                                                          ------------     ------------     ------------
Net investment income                                     $ 2,011,088      $ 1,874,323      $ 1,816,948
                                                          ============     ============     ============

</TABLE>

The carrying  value of  investments  that have produced no  investment  income
during  1995  totaled  $142  million  or 0.5% of total  invested  assets.  The
ultimate disposition of these assets is not expected to have a material effect
on the Company's results of operations or financial position.

                                      37

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.2 NET REALIZED INVESTMENT GAINS (LOSSES)

Realized gains (losses) by type of investment were as follows:

<TABLE>
<CAPTION>
                                                              1995            1994             1993
                                                          ---------------------------------------------
                                                                        (In Thousands)
<S>                                                       <C>              <C>              <C>        
Fixed maturities:
  Gross gains                                             $    38,657      $    21,780      $   126,756
  Gross losses                                                (41,022)        (116,217)         (46,531)
                                                          ------------     ------------     ------------
Total fixed maturities                                         (2,365)         (94,437)          80,225
Equity securities                                               9,710           14,313           37,278
Other investments                                              (9,287)          18,856          (63,699)
                                                          ------------     ------------     ------------
Realized gains before tax                                      (1,942)         (61,268)          53,804
Income tax expense (benefit)                                      547          (13,996)          18,839
                                                          ------------     ------------     ------------
Net realized gains (losses)                               $    (2,489)     $   (47,272)     $    34,965
                                                          ============     ============     ============
</TABLE>

2.3 FIXED MATURITY AND EQUITY SECURITIES

All fixed maturity and equity securities are classified as  available-for-sale
and  reported at fair value (see Note 1.5).  Amortized  cost and fair value at
December 31, 1995 and 1994 were as follows:

<TABLE>
<CAPTION>
                                                                  Gross                    Gross
                                           Amortized Cost      Unrealized Gain         Unrealized Loss      Fair Value
                                       -----------------------------------------------------------------------------------
                                                                        (In Thousands)
<S>                                         <C>                 <C>                    <C>                  <C>         
DECEMBER 31, 1995
Fixed maturity securities:
  Corporate securities:
    Investment grade                        $ 13,368,369        $    929,067           $     20,649         $ 14,276,787
    Below investment grade*                      939,223              41,325                  5,215              975,333
  Mortgage-backed securities**                 8,459,110             412,700                  5,182            8,866,628
  U.S. government obligations                    245,860              43,771                    116              289,515
  Foreign governments                            294,619              22,854                      -              317,473
  State and political subdivisions                38,640               1,531                     20               40,151
  Redeemable preferred stocks                      3,696                 263                     95                3,864
                                            -----------------------------------------------------------------------------
Total fixed maturity securities             $ 23,349,517        $  1,451,511           $     31,277         $ 24,769,751
                                            =============================================================================
Equity securities                           $     72,443        $     19,915           $         40         $    92,318
                                            =============================================================================
Investment in Parent Company                $      8,597        $     15,802           $          -         $    24,399
                                            =============================================================================
</TABLE>

                                      38

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.3 FIXED MATURITY AND EQUITY SECURITIES (CONTINUED)

<TABLE>
<CAPTION>
                                                                  Gross                    Gross
                                           Amortized Cost      Unrealized Gain         Unrealized Loss      Fair Value
                                       -----------------------------------------------------------------------------------
                                                                        (In Thousands)

<S>                                         <C>                 <C>                    <C>                  <C>         
December 31, 1994
Fixed maturity securities:
  Corporate securities:
    Investment grade                        $ 11,075,980        $    102,107           $    554,011         $ 10,624,076
    Below investment grade*                      723,497               9,903                 52,509              680,891
  Mortgage-backed securities**                 8,729,224              42,619                643,977            8,127,866
  U.S. government obligations                    217,610               4,257                  3,728              218,139
  Foreign governments                            356,177               1,493                 19,178              338,492
  State and political subdivisions                20,166                  15                  1,683               18,498
  Redeemable preferred stocks                      2,635                  38                     66                2,607
                                            -----------------------------------------------------------------------------
Total fixed maturity securities             $ 21,125,289          $  160,432           $  1,275,152         $ 20,010,569
                                            =============================================================================
Equity securities                           $    101,663          $    8,324           $      3,532         $    106,455
                                            =============================================================================
Investment in Parent Company                $      8,597          $   11,167           $          -         $     19,764
                                            =============================================================================

<FN>
*    No allowance for losses was held as of December 31, 1995 and 1994.

**   Primarily  includes  pass-through  securities  guaranteed by and mortgage
     obligations (CMOs)  collateralized by the U.S.  government and government
     agencies.
</FN>
</TABLE>

Fair  values of fixed  maturity  and  equity  securities  were based on quoted
market prices,  where  available.  For investments not actively  traded,  fair
values were estimated using values obtained from independent  pricing services
or, in the case of private  placements,  by discounting  expected  future cash
flows using a current market rate applicable to yield, credit quality, and the
maturity of the  investments.  The reporting of fixed  maturity  securities at
fair  value  without  a  corresponding  revaluation  of  related  policyholder
liabilities  can be  misinterpreted,  and care should be  exercised in drawing
conclusions from such data.

                                      39

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.3 FIXED MATURITY AND EQUITY SECURITIES (CONTINUED)

Net unrealized gains (losses) on securities  included in shareholders'  equity
at December 31 were as follows:

<TABLE>
<CAPTION>
                                                              1995            1994             1993
                                                          ---------------------------------------------
                                                                        (In Thousands)
<S>                                                       <C>              <C>              <C>        
Gross unrealized gains                                    $ 1,487,228      $   179,922      $ 1,271,489
Gross unrealized losses                                       (31,317)      (1,278,684)         (97,471)
DPAC and other fair value adjustments                        (687,773)         363,574         (516,368)
Deferred federal income taxes                                (274,544)           4,288         (230,179)
                                                          ------------     ------------     ------------
Net unrealized gains (losses) on securities               $   493,594      $  (730,900)     $   427,471
                                                          ============     ============     ============
</TABLE>

The contractual  maturities of fixed maturity  securities at December 31, 1995
were as follows:
<TABLE>
<CAPTION>

                                                        Amortized Cost        Market Value
                                                                 (In Thousands)
<S>                                                     <C>                   <C>        
Fixed maturity securities, excluding
  mortgage-backed securities:
    Due in one year or less                             $   113,285           $   114,777
    Due after one year through five years                 3,043,199             3,197,577
    Due after five years through ten years                9,128,405             9,727,292
    Due after ten years                                   2,605,518             2,863,477
Mortgage-backed securities                                8,459,110             8,866,628
                                                        ------------          ------------
Total fixed maturity securities                         $23,349,517           $24,769,751
                                                        ============          ============
</TABLE>

Actual maturities may differ from contractual maturities,  since borrowers may
have  the  right  to call  or  prepay  obligations  with  or  without  call or
prepayment  penalties.  In addition,  corporate  requirements  and  investment
strategies may result in the sale of  investments  before  maturity.  Proceeds
from sales of fixed  maturities  were $7,344 million and $3,688 million during
1995 and 1994, respectively.

                                      40

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.4 MORTGAGE LOANS ON REAL ESTATE

Diversification   of  the   geographic   location   and   type   of   property
collateralizing  mortgage loans reduces the  concentration of credit risk. For
new loans, the Company requires  loan-to-value ratios of 75% or less, based on
management's  credit  assessment of the borrower.  The mortgage loan portfolio
was distributed as follows at December 31, 1995 and 1994:

<TABLE>
<CAPTION>
                                       Outstanding         Percent            Percent 
                                          Amount           of Total        Nonperforming
                                       ------------        --------        -------------
                                      (In millions)
<S>                                     <C>                 <C>                <C> 
December 31, 1995
Geographic distribution:
  South Atlantic                        $   551              30.8%              7.8%
  Pacific                                   491              27.4               8.9
  West South Central                        189              10.6              11.4
  East South Central                        112               6.3               0.0
  East North Central                        192              10.6               0.0
  Mid-Atlantic                              220              12.3               0.0
  Mountain                                   81               4.5               5.3
  West North Central                          9               0.5               0.0
  New England                                 9               0.5               0.0
  Allowance for losses                      (64)             (3.5)              0.0
                                       ---------           -------
Total                                   $ 1,790             100.0%              6.1%
                                       =========           =======

Property type:
  Retail                                $   520              29.0%              3.2%
  Office                                    591              33.0               2.1
  Residential                                56               3.1               6.9
  Industrial                                306              17.1               2.2
  Apartments                                315              17.6              12.4
  Hotel/motel                                21               1.2               0.0
  Other                                      45               2.5              75.6
  Allowance for losses                      (64)             (3.5)              0.0
                                       ---------           -------
Total                                   $ 1,790             100.0%              6.1%
                                       =========           =======
</TABLE>

                                      41

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.4 MORTGAGE LOANS ON REAL ESTATE (CONTINUED)

<TABLE>
<CAPTION>
                                       Outstanding         Percent            Percent 
                                          Amount           of Total        Nonperforming
                                       ------------        --------        -------------
                                      (In millions)
<S>                                     <C>                 <C>                <C> 

December 31, 1994
Geographic distribution:
  South Atlantic                        $   595              31.4%             5.1%
  Pacific                                   535              28.2              7.1
  West South Central                        231              12.2              5.5
  East South Central                         63               3.3              0.6
  East North Central                        211              11.1              0.0
  Mid-Atlantic                              199              10.5              9.1
  Mountain                                  102               5.4             23.8
  West North Central                         17                .9              0.0
  New England                                10                .5              0.0
  Allowance for losses                      (67)             (3.5)             0.0
                                       ---------           -------
Total                                   $ 1,896             100.0%             6.3%
                                       =========           =======

Property type:
  Retail                                $   548              28.9%              6.0%
  Office                                    634              33.4               4.0
  Residential                                70               3.7               4.2
  Industrial                                359              18.9               8.4
  Apartments                                273              14.4               9.4
  Hotel/motel                                26               1.4               0.9
  Other                                      53               2.8              11.2
  Allowance for losses                      (67)             (3.5)              0.0
                                       ---------           -------
Total                                   $ 1,896             100.0%              6.3%
                                       =========           =======
</TABLE>

                                      42

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.4 MORTGAGE LOANS ON REAL ESTATE (CONTINUED)

Impaired  mortgage  loans on real estate and related  interest  income were as
follows:

<TABLE>
<CAPTION>
                                        1995          1994
                                     ------------------------
                                           (In Millions)
<S>                                    <C>           <C>  
Impaired loans:
  With allowance*                      $  79         $ 117
  Without allowance                        4             3
                                     ------------------------
Total impaired loans                   $  83         $ 120
                                     ========================


Average investment                     $ 102         $ 100
Interest income earned                 $   8         $   6
Interest income - cash basis           $   8         $   3

<FN>
*    Represents gross amounts before allowance for mortgage loan losses of $22
     million and $30 million, respectively.
</FN>
</TABLE>

                                      43

<PAGE>

                  American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.5 INVESTMENT SUMMARY

Investments of the Company were as follows:

<TABLE>
<CAPTION>
                                                                                            Amount at
                                                                                         Which Shown in
                                                                                           the Balance
                                                              Cost           Value            Sheet
                                                          ---------------------------------------------
                                                                        (In Thousands)
<S>                                                       <C>              <C>              <C>        

Fixed maturities:
  Bonds:
    United States government and government 
     agencies and authorities                             $   245,860      $   289,515      $   289,515
    States, municipalities, and political 
     subdivisions                                              38,640           40,151           40,151
    Foreign governments                                       294,619          317,473          317,473
    Public utilities                                        2,207,848        2,362,698        2,362,698
    Mortgage-backed securities                              8,459,110        8,866,628        8,866,628
    All other corporate bonds                              12,099,744       12,889,422       12,889,422
  Redeemable preferred stocks                                   3,696            3,864            3,864
                                                          ------------     ------------     ------------
Total fixed maturities                                     23,349,517       24,769,751       24,769,751
Equity securities:
  Common stocks:
    Banks, trust, and insurance companies                           -                -                -
    Industrial, miscellaneous, and other                       57,402           72,563           72,563
  Nonredeemable preferred stocks                               15,041           19,755           19,755
                                                          ------------     ------------     ------------
Total equity securities                                        72,443           92,318           92,318
Mortgage loans on real estate*                              1,790,110             xxxx        1,790,110
Investment real estate                                        141,927             xxxx          141,927
Policy loans                                                  918,465             xxxx          918,465
Other long-term investments                                    23,819             xxxx           23,819
Short-term investments                                         65,262             xxxx           65,262
                                                          ------------     ------------     ------------
Total investments                                         $26,361,543             xxxx      $27,801,652
                                                          ============     ============     ============

<FN>
*   Amount is net of a $63 million allowance for losses.
</FN>
</TABLE>

                                      44

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


3. FEDERAL INCOME TAXES

3.1 ACCOUNTING POLICY

Income taxes are provided in  accordance  with SFAS 109 (see Note 1.2).  Under
this standard,  deferred tax assets and liabilities  are calculated  using the
differences  between the financial reporting basis and the tax basis of assets
and  liabilities,  using the enacted tax rate. The effect of a tax rate change
is  recognized  in income in the period of  enactment.  Under SFAS 109,  state
income taxes are included in income tax expense.

3.2 TAX LIABILITIES

Income tax liabilities were as follows:

<TABLE>
<CAPTION>
                                                      December 31
                                                  1995          1994
                                               ------------------------
                                                     (In Thousands)

<S>                                              <C>           <C>  
Current tax liabilities (assets)                 $  10,875      $ (49,801)
Deferred applicable to:
  Net income                                       275,119        289,120
  Net unrealized investment gains (losses)         274,544         (4,288)
                                                 ----------     ----------
Deferred tax liabilities                           549,663        284,832
                                                 ----------     ----------
Income tax liabilities                           $ 560,538      $ 235,031
                                                 ==========     ==========
</TABLE>

                                      45

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


3. FEDERAL INCOME TAXES (CONTINUED)

3.2 TAX LIABILITIES (CONTINUED)

Components  of  deferred  tax  liabilities  and assets at  December 31 were as
follows:

<TABLE>
<CAPTION>
                                                  1995            1994
                                               --------------------------
                                                      (In Thousands)

<S>                                              <C>           <C>  

Deferred tax liabilities applicable to:
   Deferred policy acquisition costs             $  163,017    $  471,268
   Basis differential of investments                534,942             -
   Other                                            117,436       109,278
                                                 -----------   -----------
   Total deferred tax liabilities                   815,395       580,546
Deferred tax assets applicable to:
   Basis differential of investments                      -      (373,984)
   Policy reserves                                 (227,656)     (170,168)
   Other                                            (38,076)      (10,447)
                                                 -----------   -----------
   Total deferred tax assets before
    valuation allowance                            (265,732)     (554,599)
   Valuation allowance                                    -       258,885
                                                 -----------   -----------
   Total deferred tax assets, net of
    valuation allowance                            (265,732)     (295,714)
                                                 ===========   ===========
Net deferred tax liabilities                     $  549,663    $  284,832
                                                 ===========   ===========
</TABLE>

A portion of life insurance  income earned prior to 1984 is not taxable unless
it exceeds certain statutory limitations or is distributed as dividends.  Such
income,  accumulated in policyholders' surplus accounts, totaled $93.6 million
at December 31, 1995. At current corporate rates, the maximum amount of tax on
such income is  approximately  $32.8 million.  Deferred  income taxes on these
accumulations are not required because no distributions are expected.

                                      46

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


3. FEDERAL INCOME TAXES (CONTINUED)

3.3 TAX EXPENSE

Components of income tax expense were as follows:

<TABLE>
<CAPTION>
                                                                         December 31
                                                              1995            1994             1993
                                                          ---------------------------------------------
                                                                        (In Thousands)

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

Current expense                                           $ 153,720        $ 104,145        $ 163,795
Deferred expense (benefit):
  Deferred policy acquisition cost                           38,275           30,234           31,444
  Policy reserves                                           (49,177)         (42,302)         (60,350)
  Insurance in force (SFAS 109 reclassification)                  -                -            9,539
  Basis differential of investments                           3,710           23,482           (4,564)
  Other, net                                                 (2,581)          12,629           14,516
                                                          ----------       ----------       ----------
Total deferred                                               (9,773)          24,043           (9,415)
                                                          ----------       ----------       ----------
Income tax expense                                        $ 143,947        $ 128,188        $ 154,380
                                                          ==========       ==========       ==========
</TABLE>

A  reconciliation  between  the income tax expense  computed  by applying  the
federal  income  tax rate  (35%) to income  before  taxes and the  income  tax
expense reported in the financial statement is presented below.

<TABLE>
<CAPTION>
                                                              1995            1994             1993
                                                          ---------------------------------------------
                                                                        (In Thousands)

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

Income tax at statutory percentage of GAAP 
 pretax income                                            $ 149,185        $ 124,292        $  43,413
Tax-exempt investment income                                (10,185)          (9,725)          (7,778)
Goodwill                                                        768              770          106,835
Tax on sale of subsidiary                                      (661)          10,722                -
Other                                                         4,840            2,129           11,910
                                                          ----------       ----------       ----------
Income tax expense                                        $ 143,947        $ 128,188        $ 154,380
                                                          ==========       ==========       ==========
</TABLE>

                                      47

<PAGE>

                  American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


3. FEDERAL INCOME TAXES (CONTINUED)

3.4 TAXES PAID

Income taxes paid amounted to  approximately  $90 million,  $181 million,  and
$124 million in 1995, 1994, and 1993, respectively.

3.5 TAX RETURN EXAMINATIONS

The Company and its life insurance  subsidiaries,  together with certain other
life insurance subsidiaries of the Parent Company, file a consolidated federal
income  tax  return.   The  Internal   Revenue  Service  (IRS)  has  completed
examinations  of the Company's  returns through 1988. The IRS is continuing to
dispute the  Company's  tax treatment of some items for the years 1977 through
1988. Some of these issues will require litigation to resolve, and any amounts
ultimately  settled  with the IRS would also  include  interest.  Although the
final outcome is uncertain,  the Company believes that the ultimate liability,
including  interest,  resulting  from these  issues  will not  exceed  amounts
currently  provided  in the  consolidated  financial  statements.  The  IRS is
currently examining the Company's tax returns for the years 1989 through 1992.

In April 1992,  the IRS issued  Notices of Deficiency  for the 1977 - 1981 tax
years of certain insurance subsidiaries.  The basis of the dispute was the tax
treatment of modified coinsurance  agreements.  The Company elected to pay all
related  assessments plus associated  interest.  A claim for refund of tax and
interest was  disallowed  by the IRS in January 1993. On June 30, 1993, a suit
for refund was filed in the United States Court of Federal Claims. On February
7, 1996,  the court ruled in favor of the Company on all legal issues  related
to this contingency. The Company does not yet know whether the IRS will appeal
this  decision;  however,  the Company  intends to pursue a full refund of the
amounts  paid.  Accordingly,  no provision  has been made in the  consolidated
financial statements related to this contingency.

                                      48

<PAGE>

                  American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


4. OTHER AFFILIATE INFORMATION

A SCHEDULE  OF  AFFILIATED  NOTES AND  ACCOUNTS  RECEIVABLE  IS  PRESENTED  AS
FOLLOWS:

<TABLE>
<CAPTION>
                                                    December 31, 1995                    December 31, 1994
                                               Par Value          Book Value        Par Value           Book Value
                                               -------------------------------------------------------------------
                                                                       (In Thousands)
<S>                                            <C>                <C>               <C>                 <C>  
American General Corporation, 
 9 3/8%, due 2008                              $  4,725           $  3,197          $  4,725            $  3,159
American General Corporation, 
 8 1/4%, due 2004                                22,018             22,018            24,465              24,465
American General Corporation 
 Restricted Subordinated Note,
 13 1/2%, due 2002                               35,608             35,608            37,664              37,664
                                               -------------------------------------------------------------------
Total notes receivable from affiliates           62,351             60,823            66,854              65,288
Accounts receivable from affiliates                   -             29,841                 -              32,988
                                               -------------------------------------------------------------------
Indebtedness from affiliates                   $ 62,351           $ 90,664          $ 66,854            $ 98,276
                                               ===================================================================
</TABLE>

Various  companies  in the  American  General  Group  provide  services to the
Company,  principally mortgage servicing and investment advisory services. The
Company paid approximately $21,006,000,  $21,161,000, and $20,204,000 for such
services in 1995,  1994,  and 1993,  respectively.  Accounts  payable for such
services at December 31, 1995 and 1994 were not  material.  In  addition,  the
Company rents  facilities  and provides  services to various  companies in the
American  General  Group.  The  Company  received  approximately   $2,086,000,
$2,486,000, and $5,412,000 for such services and rent in 1995, 1994, and 1993,
respectively.  Accounts  receivable for rent and services at December 31, 1995
and 1994 were not material.

The  Company has 8,500  shares of $100 par value  cumulative  preferred  stock
authorized and  outstanding,  with an $80 dividend rate,  redeemable at $1,000
per share after  December  31,  2000.  The holder of this  stock,  which is an
affiliated  company,  shall be entitled to one vote per share, voting together
with the holders of common stock.

                                      49

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


5. BENEFIT PLANS

5.1 PENSION PLANS

The Company has a noncontributory,  defined-benefit pension plan covering most
employees.  The pension plan provides  pension  benefits that are based on the
participant's  average  monthly  compensation  and length of credited  service
offset by an amount that  complies  with federal  regulations.  The  Company's
funding  policy  for this  plan is to  contribute  annually  no more  than the
maximum  amount that can be  deducted  for federal  income tax  purposes.  The
Company uses the projected unit credit method for computing pension expense.

The components of pension expense were as follows:

<TABLE>
<CAPTION>
                                                              1995            1994             1993
                                                          ---------------------------------------------
                                                                        (In Thousands)

<S>                                                       <C>              <C>              <C>
Service cost - benefits earned during period              $  1,346         $  1,825         $  1,586
Interest cost on projected benefit obligation                2,215            2,007            1,853
Actual return on plan assets                               (10,178)            (523)          (6,199)
Amortization of unrecognized net asset existing at 
 date of initial application of projected unit 
 credit method                                                (888)            (900)            (994)
Amortization of unrecognized prior service cost                197              222              231
Deferral of net asset gain (loss)                            5,724           (3,586)           2,158
Amortization of gain                                            38              102                -
                                                          ---------        ---------        --------- 
Total pension income                                      $ (1,546)        $   (853)        $ (1,365)
                                                          =========        =========        ========= 
</TABLE>


<TABLE>
<CAPTION>
                                                              1995            1994             1993
                                                          ---------------------------------------------
<S>                                                       <C>              <C>              <C>
Assumptions:
  Weighted-average discount rate on benefit 
   obligation                                              7.25%            8.50%            7.25%
  Rate of increase in compensation levels                  4.00%            4.00%            4.00%
  Expected long-term rate of return on plan assets        10.00%           10.00%           10.00%
</TABLE>

                                      50
<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


5. BENEFIT PLANS (CONTINUED)

5.1 PENSION PLANS (CONTINUED)

The funded status of the plan and the prepaid  pension  expense asset included
in other assets at December 31 were as follows:

<TABLE>
<CAPTION>
                                                  1995            1994
                                               --------------------------
                                                      (In Thousands)

<S>                                              <C>           <C>  
Actuarial present value of benefit 
 obligation:
  Vested                                         $ 24,972      $ 20,061
  Nonvested                                         3,933           493
  Additional minimum liability                        323             -
                                                 ---------     ---------
Accumulated benefit obligation                     29,228        20,554
  Effect of increase in compensation levels         5,536         4,516
                                                 ---------     ---------
Projected benefit obligation                       34,764        25,070
Plan assets at fair value                          56,598        46,876
                                                 ---------     ---------
Plan assets in excess of projected benefit
 obligation                                        21,834        21,806
Unrecognized net gain                              (9,715)      (10,252)
Unrecognized prior service cost                       473           670
Unrecognized transition asset                        (261)       (1,147)
                                                 ---------     ---------
Prepaid pension expense                          $ 12,331      $ 11,077
                                                 =========     =========
</TABLE>

More than 98% of the plan assets were  invested in fixed  maturity  and equity
securities at the plan's most recent balance sheet date.

5.2 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company and its life insurance  subsidiaries,  together with certain other
insurance  subsidiaries of the Parent Company,  have life,  supplemental major
medical, and dental plans for certain retired employees and agents. Most plans
are  contributory,  with  retiree  contributions  adjusted  annually  to limit
employer  contributions to  predetermined  amounts.  For individuals  retiring
after  December 31, 1992, the cost of the  supplemental  major medical plan is
borne  entirely by  retirees.  The Company has reserved the right to change or
eliminate these benefits at any time.

                                      51

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


5. BENEFIT PLANS (CONTINUED)

5.2 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (CONTINUED)

The life plans are fully insured.  A portion of the retiree medical and dental
plans  are  funded  through a  voluntary  employees'  beneficiary  association
("VEBA") established in 1994; the remainder is unfunded and self-insured.  All
of the retiree medical and dental plans' assets held in the VEBA were invested
in readily marketable securities at the plans' most recent balance sheet date.

The plans' combined funded status and the accrued  postretirement benefit cost
included in other liabilities were as follows:

<TABLE>
<CAPTION>
                                                  1995            1994
                                               --------------------------
                                                      (In Thousands)

<S>                                              <C>           <C>  
Actuarial present value of benefit
 obligation:
  Retirees                                       $  6,242      $  4,057
  Fully eligible active plan participants             143           686
  Other active plan participants                    2,580         1,539
                                                 ---------     ---------
Accumulated postretirement benefit obligation       8,965         6,282
Plan assets at fair value                             203           225
                                                 ---------     ---------
Accumulated postretirement benefit obligation
 in excess of plan assets at fair value             8,762         6,057
Unrecognized net loss (gain)                       (1,855)          505
                                                 ---------     ---------
Accrued postretirement benefit cost              $  6,907      $  6,562
                                                 =========     =========

Weighted-average discount rate on postretirement 
  benefit obligation                                7.25%         8.50%
</TABLE>


The components of postretirement benefit expense were as follows:

<TABLE>
<CAPTION>
                                                           1995        1994       1993
                                                          -----------------------------
                                                                 (In Thousands)

<S>                                                        <C>         <C>         <C>
Service cost (benefits earned)                             $171         $208      $140
Interest cost on accumulated postretirement 
 benefit obligation                                         638          527       496
                                                           ----         ----      ----
Postretirement benefit expense                             $809         $735      $636
                                                           ====         ====      ====
</TABLE>

                                      52

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


5. BENEFIT PLANS (CONTINUED)

5.2 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (CONTINUED)

For measurement  purposes,  an 11.5% annual rate of increase in the per capita
cost of covered health care benefits was assumed in 1996; the rate was assumed
to decrease  gradually to 6.0% in 2007 and remain at that level. A 1% increase
in the  assumed  annual  rate of  increase  in per capita  cost of health care
benefits results in a $545,584 increase in accumulated  postretirement benefit
obligation and a $47,104 increase in postretirement benefit expense.

6. DERIVATIVE FINANCIAL INSTRUMENTS

6.1 USE OF DERIVATIVE FINANCIAL INSTRUMENTS

The  Company's  objectives  for using  interest  rate swap  agreements  on its
investment   securities  are  to  effectively   convert  specific   investment
securities from a floating to a fixed-rate  basis, or vice versa, and to hedge
against  the  risk  of  rising  prices  on  anticipated   investment  security
purchases.

The Company's objectives for using currency swap agreements are to effectively
convert cash flows from specific investment securities  denominated in foreign
currencies into U.S. dollars at specified  exchange rates and to hedge against
currency rate fluctuations on anticipated investment security purchases.

Derivative financial instruments related to investment securities,  which were
not used  prior to 1994,  did not have a  material  effect  on net  investment
income  in 1995 or 1994.  The  Company  is  neither  a dealer  nor a trader in
derivative financial instruments.

6.2 CREDIT AND MARKET RISK

The  Company  is  exposed  to credit  risk in the event of  nonperformance  by
counterparties  to swap agreements.  The Company limits its exposure to credit
risk by entering into swap agreements with  counterparties  having high credit
ratings, basing the amount and term of agreements on these credit ratings, and
regularly monitoring the ratings.

                                      53

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


6. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

6.2 CREDIT AND MARKET RISK (CONTINUED)

The  Company's  credit  exposure on swaps is limited to the fair value of swap
agreements that are favorable to the Company.  The Company does not expect any
counterparty to fail to meet its obligation; however, nonperformance would not
have a material impact on the consolidated financial statements.

The Company's  exposure to market risk is mitigated by the offsetting  effects
of  changes  in the value of swap  agreements  and of the  related  investment
securities.

6.3 ACCOUNTING POLICIES

The  difference  between  amounts  paid and  received  on swap  agreements  is
recorded  on an  accrual  basis as an  adjustment  to  investment  income,  as
appropriate,  over the periods covered by the  agreements.  The related amount
payable to or receivable from  counterparties is included in other liabilities
or assets.

The fair values of the swap  agreements  are  recognized  in the  consolidated
balance  sheet if they hedge  investment  securities  carried at fair value or
anticipated investment purchases.  In this event, changes in the fair value of
a swap agreement are reported in net  unrealized  gains (losses) on securities
included in shareholders' equity, consistent with the treatment of the related
investment security.

For swap agreements hedging anticipated investment security purchases, the net
swap settlement  amount or unrealized gain or loss is deferred and included in
the measurement of the anticipated transaction when it occurs.

Any gain or loss from early  termination  of swap  agreements is recognized in
income if the related investment security is sold. Otherwise, the gain or loss
from  early  termination  is  deferred  and  amortized  into  income  over the
remaining term of the related investment security.

                                      54

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


6. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

6.4 TERMS OF DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial  instruments related to investment securities at December
31 were as follows:

<TABLE>
<CAPTION>
                                                                  1995                  1994
                                                           ---------------------------------------
                                                                     (Dollars In Millions)
<S>                                                               <C>                   <C>
Interest rate swap agreements to pay fixed rate:
  Notional amount                                                 $ 45                  $ -
  Average receive rate                                               5.82%                -
  Average pay rate                                                   6.41                 -
Interest rate swap agreements to receive fixed rate:
  Notional amount                                                   24                    9
  Average receive rate                                               7.03%                6.92%
  Average pay rate                                                   6.82                 6.96
Currency swap agreements (receive U.S. $/pay Canadian
 dollar):
  Notional amount (in U.S. $)                                       72                    -
  Average exchange rate                                              1.62                 -

</TABLE>

Average floating rates may change significantly, thereby affecting future cash
flows. Swap agreements generally have terms of two to ten years.

At December 31, 1995, the Company had entered into forward  interest rate swap
agreements  with effective dates in 1996.  These swaps,  with a total notional
amount of $14.5  million,  were entered into to hedge  anticipated  investment
purchases  expected to occur in 1996 and to synthetically  modify the yield on
specific fixed-rate securities.

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS 107,  "Disclosures About Fair Value of Financial  Instruments,"  requires
disclosure of the fair value of financial instruments.  This standard excludes
certain  financial  instruments and all  nonfinancial  instruments,  including
policyholder  liabilities,  from its disclosure  requirements.  Care should be
exercised in drawing conclusions based on fair

                                      55

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


7. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

value, since (1) the fair values presented do not include the value associated
with all of the  Company's  assets and  liabilities  and (2) the  reporting of
investments  at fair  value  without a  corresponding  revaluation  of related
policyholder liabilities can be misinterpreted.

Carrying  amounts and fair values for those financial  instruments  covered by
SFAS 107 at December 31 are presented below:

<TABLE>
<CAPTION>
                                                                  1995
                                                        -------------------------
                                                        Fair             Carrying
                                                        Value             Amount
                                                        -------------------------
                                                              (In Millions)
<S>                                                     <C>              <C>     
Assets:
  Fixed maturity and equity securities *                $ 24,862         $ 24,862
  Mortgage loans on real estate                            1,833            1,790
  Policy loans                                               959              918
  Investment in parent company                                24               24
Liabilities:
  Insurance investment contracts                          22,047           22,362

<FN>
*    Includes derivative financial  instruments with negative fair value of $4
     million and positive  fair value of $1 million at December 31, 1995,  and
     with  negative  fair value of $1 million  and  positive  fair value of $2
     million at December 31, 1994.
</FN>
</TABLE>

The following methods and assumptions were used to estimate the fair values of
financial instruments:

FIXED MATURITY AND EQUITY SECURITIES

Fair  values of fixed  maturity  and  equity  securities  were based on quoted
market prices,  where  available.  For investments not actively  traded,  fair
values were estimated using values obtained from independent  pricing services
or, in the case of private  placements,  by discounting  expected  future cash
flows using a current market rate  applicable to yield,  credit  quality,  and
average life of investments.

                                      56

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


7. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

MORTGAGE LOANS ON REAL ESTATE

Fair value of mortgage loans was estimated  primarily  using  discounted  cash
flows,  based on contractual  maturities and discount rates that were based on
U.S.  Treasury rates for similar maturity ranges,  adjusted for risk, based on
property type.

POLICY LOANS

Fair  value of policy  loans was  estimated  using  discounted  cash flows and
actuarially determined assumptions, incorporating market rates.

INSURANCE INVESTMENT CONTRACTS

Insurance investment contracts do not subject the Company to significant risks
arising  from  policyholder  mortality  or  morbidity.  The  majority  of  the
Company's annuity products are considered insurance investment contracts. Fair
value of  insurance  investment  contracts  was  estimated  using  cash  flows
discounted  at market  interest  rates.  Care should be  exercised  in drawing
conclusions  based on the estimated fair value,  since the estimates are based
on assumptions regarding future economic activity.

8. DIVIDENDS PAID

American General Life Insurance  Company paid $206.7 million,  $239.5 million,
and $3.7 million in dividends during 1995, 1994, and 1993,  respectively.  The
1995 and 1993 dividends  included $.7 million and $3.7 million,  respectively,
in the form of furniture and equipment.

9. RESTRICTIONS, COMMITMENTS, AND CONTINGENCIES

The Company and its insurance  subsidiaries  are restricted by state insurance
laws as to the amounts they may pay as dividends  without prior  approval from
their   respective  state  insurance   departments.   At  December  31,  1995,
approximately $2.5 billion of consolidated shareholders' equity represents net
assets of the Company  which cannot be  transferred  in the form of dividends,
loans,  or  advances  to the Parent  Company.  Approximately  $1.8  billion of
consolidated  shareholders' equity is similarly restricted as to transfer from
its subsidiaries to the Company.

                                      57

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


9. RESTRICTIONS, COMMITMENTS, AND CONTINGENCIES (CONTINUED)

Generally, the net assets of the Company's subsidiaries available for transfer
to the Parent are limited to the amounts that the subsidiaries' net assets, as
determined in accordance with statutory accounting  practices,  exceed minimum
statutory capital requirements. However, payments of such amounts as dividends
may be subject to approval by regulatory authorities and are generally limited
to the  greater  of 10%  of  policyholders'  surplus  or the  previous  year's
statutory net gain from operations.

The  Company  has various  leases,  substantially  all of which are for office
space and facilities.  Rentals under financing leases, contingent rentals, and
future minimum rental  commitments and rental expense under  operating  leases
are not material.

The Company is a defendant in lawsuits  which arose in the ordinary  course of
business.  The Company believes that it has a valid and substantial defense to
each of these actions and is defending  them  vigorously.  Further,  it is the
Company's  opinion and the opinion of counsel for the Company that the outcome
of these  actions will not have a materially  adverse  effect on the financial
position or results of operations of the Company.

The increase in the number of insurance  companies  that are under  regulatory
supervision has resulted,  and is expected to continue to result, in increased
assessments  by state  guaranty  funds to cover  losses  to  policyholders  of
insolvent or rehabilitated  insurance companies.  Those mandatory  assessments
may be  partially  recovered  through a reduction in future  premium  taxes in
certain  states.  At December 31, 1995 and 1994, the Company has accrued $21.3
million and $10.4 million, respectively, for guaranty fund assessments, net of
$4.3 million and $2.9 million,  respectively,  of premium tax deductions.  The
Company has recorded  receivables of $7.4 million and $6.0 million at December
31, 1995 and 1994,  respectively,  for expected recoveries against the payment
of future premium taxes.  Expenses incurred for guaranty fund assessments were
$22.4  million,  $8.7  million,  and $8.8  million  in 1995,  1994,  and 1993,
respectively.

                                      58

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


10. REINSURANCE

Reinsurance transactions for the years ended December 31, 1995, 1994, and 1993
were as follows:

<TABLE>
<CAPTION>
                                                                                                  Percentage
                                                 Ceded to          Assumed                         of Amount
                                 Gross            Other           From Other                       Assumed
                                 Amount          Companies        Companies         Net Amount      to Net
                                 ---------------------------------------------------------------------------
                                                              (In Thousands)

<S>                              <C>             <C>               <C>              <C>              <C>  
December 31, 1995
Life insurance in force          $44,637,599     $7,189,493        $5,771           $37,453,877      0.02%
                                 ==============================================================
Premiums:
  Life insurance and 
   annuities                     $   103,780     $   26,875        $  171           $    77,076      0.22%
  Accident and health insurance        1,510             82             -                 1,428      0.00%
                                 --------------------------------------------------------------
Total premiums                   $   105,290     $   26,957        $  171           $    78,504      0.22%
                                 ==============================================================

December 31, 1994
Life insurance in force          $41,360,465     $4,519,564        $6,813           $36,847,714      0.02%
                                 ==============================================================
Premiums:
  Life insurance and
   annuities                     $   110,089     $   26,390        $  147           $    83,846      0.18%
  Accident and health insurance        1,723            146             -                 1,577      0.00%
                                 --------------------------------------------------------------
Total premiums                   $   111,812     $   26,536        $  147           $    85,423      0.17%
                                 ==============================================================

December 31, 1993
Life insurance in force          $47,067,961     $4,109,758        $8,372           $42,966,575      0.02%
                                 ==============================================================
Premiums:
  Life insurance and
   annuities                     $   136,581     $   23,032        $  191           $   113,740      0.17%
  Accident and health insurance        1,991            156             -                 1,835      0.00%
                                 --------------------------------------------------------------
Total premiums                   $   138,572     $   23,188        $  191           $   115,575      0.17%
                                 ==============================================================
</TABLE>

                                      59

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


10. REINSURANCE (CONTINUED)

Reinsurance  recoverable  on paid  losses  was  approximately  $6,190,000  and
$3,671,000   at  December  31,  1995  and  1994,   respectively.   Reinsurance
recoverable  on unpaid losses was  approximately  $2,775,000 and $5,371,000 at
December 31, 1995 and 1994, respectively.

11. OTHER ITEMS

Effective July 31, 1993, the Company acquired the in-force business of the New
Jersey Life Insurance Company in Rehabilitation.  The acquisition  resulted in
the assumption of approximately 34,000 policies and life insurance in force of
$1.8 billion,  with assets  transferred  of $208 million.  No gain or loss was
recorded at acquisition.

Effective  December  31,  1995,  the Company  purchased  Franklin  United Life
Insurance  Company  (FULIC),  a subsidiary of Franklin Life Insurance  Company
(FL) which is a wholly owned  subsidiary of the Parent Company.  This purchase
was effected  through  issuance of $8.5 million in preferred  stock to FL. The
acquisition  was accounted for using the purchase  method of accounting and is
not  material  to the  operations  of the  Company.  Additionally,  FULIC  was
contributed and merged into AGNY at December 31, 1995.

                                    60

<PAGE>

                                    PART C

                               OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

         (a)  Financial Statements

              PART A: None

              PART B:

   
              Financial  Statements  of  the  Sierra  Advantage  Divisions  of
              American General Life Insurance Company Separate Account D

              Report of Ernst & Young LLP,  independent  auditors 
              Statement  of Net Assets as of December  31, 1995  
              Statement of Operations for the year ended December 31, 1995
              Statement of Changes in Net Assets for the years ended  December
                 31, 1995 and 1994
              Notes to Audited Financial Statements
    

              Consolidated  Financial  Statements  of  American  General  Life
              Insurance Company

   
              Report of Ernst & Young LLP, independent auditors
              Consolidated Balance Sheets as of December 31, 1995 and 1994
              Consolidated  Statements of Income for the years ended  December
                 31, 1995, 1994 and 1993
              Consolidated  Statements of  Shareholder's  Equity for the years
                 ended   December  31,  1995,   1994  and  1993  
              Consolidated  Statements  of  Cash  Flows  for the  years  ended
                 December 31, 1995, 1994 and 1993
              Notes to Consolidated Financial Statements
    

              PART C: None

         (b) Exhibits

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

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

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

                                      C-1

<PAGE>

2             None

   
3(a)          Distribution  Agreement  dated March 24, 1993  between  American
              General  Securities   Incorporated  and  American  General  Life
              Insurance Company (4)

(b)           Selling/Master  General Agent Agreement  among American  General
              Life Insurance Company, American General Securities Incorporated
              and Sierra Investment Services Corporation (5)

(c)           Trust Participation Agreement (5)

(d)           Agreement  respecting  certain  indemnification  given by Sierra
              Investment  Advisors  Corporation and Sierra Investment Services
              Corporation  to  American  General  Life  Insurance  Company and
              American General Securities Incorporated (5)

4(a)          Specimen  form  of  Combination   Fixed  and  Variable   Annuity
              Contract (4)

(b)           Form of Waiver of Surrender Charge Rider (6)

(c)           Form of Qualified Contract Endorsement (6)

(d)(i)        Specimen  form  of  Individual   Retirement   Annuity  Financial
              Disclosure (7)

(ii)          Specimen form of Individual Retirement Annuity Endorsement(4)

(iii)         Specimen form of IRA Instruction Form(6)

(e)           Form of Amendment  to  Combination  Fixed and  Variable  Annuity
              Contract (6)

5(a)(i)       Specimen form of Application (8)

(ii)          Specimen form of Application, revised October, 1993 (5)

(iii)         Specimen form of SNAP Annuity Ticket application (6)

(iv)          Specimen form of Application, revised April, 1995

(b)(i)        Election of Annuity Payment Option/Change Form (5)

(ii)          Specimen form of Absolute  Assignment to Effect Section  1035(a)
              Exchange  and  Rollover  of a Life  Insurance  Policy or Annuity
              Contract (6)

(c)(i)(A)     Contract   Service   Request,   including   telephone   transfer
              authorization (5)

(c)(i)(B)     Contract   Service   Request,   including   telephone   transfer
              authorization, revised January, 1996

(ii)          Form  of  Authorization  Limited  to  Execution  of  Transaction
              Requests for Contract (4)

                                      C-2

<PAGE>

(iii)         Form of Transaction Request Form (6)

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

(b)           Bylaws of  American  General  Life  Insurance  Company,  adopted
              January 22, 1992 (9)
    

7             None

   
8             Form of Sierra Asset Management Program Agreement and Disclosure
              Statement (10)

9             Opinion and consent of Counsel (4)
    

10            Consent of Independent Auditors

11            None

12            None

   
13(a)         Computations  of Average  Annual  Total  Returns for the Periods
              Ended December 31, 1994 (6)

(b)           Computations  of  Cumulative  Total Returns  (Without  Surrender
              Charge) for the Periods Ended December 31, 1994 (6)

(c)           Computations  of  Aggregate  Cumulative  Total  Returns  for the
              Periods Ended December 31, 1994 (6)

(d)           Computations of 30 Day Yield for the U.S. Government, Short Term
              High  Quality  Bond,  Corporate  Income  and Short  Term  Global
              Government Divisions for the Period Ended December 31, 1994 (6)

(e)           Computation of 7 Day Yield for the Global Money Division for the
              Period Ended December 31, 1994 (6)

14            A Financial  Data  Schedule for the Sierra  Advantage  Divisions
              meeting the requirements of Rule 483(e) of the Securities Act of
              1933 is being filed as Exhibit 27 hereof.

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

(b)           Power of Attorney with respect to  Registration  Statements  and
              Amendments  thereto  signed  by Robert  S.  Cauthen,  Jr. in his
              capacity  as a director  and officer of  American  General  Life
              Insurance Company (6)

(c)           Power of Attorney with respect to  Registration  Statements  and
              Amendments  thereto signed by James R. Tuerff in his capacity as
              a director of American General Life Insurance Company,  filed as
              part  of  Post-Effective  Amendment  No.  1  to  this  Form  N-4
              Registration Statement on October 18, 1993 (5)

                                      C-3

<PAGE>

(d)           Power of Attorney with respect to  Registration  Statements  and
              Amendments  thereto signed by Peter V. Tuters in his capacity as
              a  director  or  officer  of  American  General  Life  Insurance
              Company (6)

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

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

16            Statement concerning applicable SEC Exemptive Order (8)

27            Financial Data Schedule

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

(1)    Incorporated  herein by reference to the initial filing of Registrant's
       Form S-6 Registration  Statement (File No. 2-49805),  filed on December
       6, 1973.

(2)    Incorporated  herein by  reference  to the  initial  filing of Separate
       Account D's Form N-4 Registration Statement (File No. 33-43390),  filed
       on October 16, 1991.

(3)    Incorporated  herein by reference to  Pre-Effective  Amendment No. 1 to
       Separate  Account  D's  Form  N-4  Registration   Statement  (File  No.
       33-43390), filed on December 31, 1991.

(4)    Previously  filed in  Pre-Effective  Amendment  No. 1 to this  Form N-4
       Registration Statement (File No. 33- 57730), filed on March 29, 1993.

(5)    Previously  filed in  Post-Effective  Amendment  No. 1 to this Form N-4
       Registration Statement (File No. 33-57730), filed on October 18, 1993.

(6)    Previously  filed in  Post-Effective  Amendment  No. 3 to this Form N-4
       Registration Statement (File No. 33-57730), filed on April 28, 1995.

(7)    Filed as part of Part A of this Amendment.

(8)    Previously  filed  as part of the  initial  filing  of  this  Form  N-4
       Registration Statement (File No. 33-57730), filed on February 1, 1993.

(9)    Incorporated  herein by reference to Post-Effective  Amendment No. 1 to
       Separate Account D's Registration Statement (File No. 33-43390),  filed
       on April 30, 1992.

(10)   Previously  filed in  Post-Effective  Amendment  No. 2 to this Form N-4
       Registration Statement ( File No. 33-57730), filed on April 29, 1994.
    

                                      C-4

<PAGE>

<TABLE>
Item 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR

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

<CAPTION>
<S>                                                  <C>
                                                     Positions and Offices
Name and Principal                                          with the
 Business Address                                          Depositor

   
Harold S. Hook                                       Senior Chairman
2929 Allen Parkway
Houston, TX 77019

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

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

Michael G. Atnip                                      Director
2929 Allen Parkway
Houston, Texas 77014

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

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

Jon P. Newton                                         Director
2929 Allen Parkway
Houston, Texas 77019

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

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

Austin P. Young                                       Director
2929 Allen Parkway
Houston, TX  77019
                                      C-5

<PAGE>

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

Wayne A. Barnard                                      Vice President & Actuary
2727-A Allen Parkway
Houston, Texas  77019

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

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

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

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

Farideh Farrokhi                                      Assistant Controller
2727-A Allen Parkway
Houston, Texas  77019
</TABLE>

Item 26.  PERSONS  CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

   
The following is a list of American General  Corporation's  subsidiaries as of
February 29, 1996. All subsidiaries  listed are corporations.  Subsidiaries of
subsidiaries are indicated by indentations and unless otherwise indicated, all
subsidiaries are wholly owned. Inactive subsidiaries are denoted by an (*).
    

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

AGC Life Insurance Company (2)..................................................   Missouri
   American Franklin Company ...................................................   Delaware
      The Franklin Life Insurance Company ......................................   Illinois
         The American Franklin Life Insurance Company ..........................   Illinois
         Franklin Financial Services Corporation ...............................   Delaware
   American General Life and Accident Insurance Company ........................   Tennessee
      American General Exchange, Inc. ..........................................   Tennessee
   American General Life Insurance Company .....................................   Texas
    

                                      C-6

<PAGE>

   
   American General Annuity Service Corporation ................................   Texas
   American General Life Insurance Company of New York .........................   New York
      The Winchester Agency Ltd. ...............................................   New York
   American General Securities Incorporated (3) ................................   Texas
      American General Insurance Agency, Inc. ..................................   Missouri
      American General Insurance Agency of Hawaii, Inc. ........................   Hawaii
      American General Insurance Agency of Massachusetts, Inc. .................   Mass.
   The Variable Annuity Life Insurance Company .................................   Texas
      The Variable Annuity Marketing Company ...................................   Texas
Allen Property Company .........................................................   Delaware
   Florida Westchase Corporation................................................   Delaware
   Greatwood Development, Inc...................................................   Delaware
   Greatwood Golf Club, Inc. ...................................................   Texas
   Highland Creek Golf Club, Inc. ..............................................   No. Carolina
   Hunter's Creek Communications Corporation ...................................   Florida
   Pebble Creek Corporation ....................................................   Delaware
   Pebble Creek Development Corporation ........................................   Florida
   Westchase Development Corporation............................................   Delaware
   Westchase Golf Corporation ..................................................   Florida
American General Capital Services, Inc. ........................................   Delaware
American General Delaware Management Corporation (1) ("AGDMC") .................   Delaware
American General Finance, Inc. .................................................   Indiana
   AGF Investment Corp. ........................................................   Indiana
   American General Auto Finance, Inc. . .......................................   Delaware
   American General Finance Corporation (4) ....................................   Indiana
      American General Finance Group, Inc. .....................................   Delaware
         American General Financial Services, Inc. (5) .........................   Delaware
             The National Life and Accident Insurance Company ..................   Texas
      Merit Life Insurance Co. .................................................   Indiana
      Yosemite Insurance Company ...............................................   California
   American General Finance, Inc................................................   Alabama
   American General Financial Center ...........................................   Utah
   American General Financial Center, Inc. * ...................................   Indiana
   American General Financial Center, Incorporated * ...........................   Indiana
   American General Financial Center Thrift Company * ..........................   California
   Thrift, Incorporated * ......................................................   Indiana
American General Investment Corporation ........................................   Delaware
   American General Mortgage Company............................................   Delaware
   American General Realty Investment Corporation ..............................   Texas
      American Athletic Club, Inc. .............................................   Texas
      Hope Valley Farms Recreation Association, Inc. ...........................   No. Carolina
      INFL Corporation .........................................................   Delaware
      Ontario Vineyard Corporation .............................................   Delaware
      Pebble Creek Country Club Corporation ....................................   Florida
      Pebble Creek Service Corporation .........................................   Florida
      SR/HP/CM Corporation .....................................................   Texas
    

                                      C-7

<PAGE>

   
American General Mortgage and Land Development, Inc. ...........................   Delaware
   American General Land Development, Inc. .....................................   Delaware
   American General Realty Advisors, Inc. ......................................   Delaware
American General Property Insurance Company ....................................   Tennessee
Bayou Property Company..........................................................   Delaware
   AGLL Corporation6 ("AGLL")...................................................   Delaware
   American General Land Holding Company ("AGLH")...............................   Delaware
      AG Land Associates, LLC (6)...............................................   California
      Hunter's Creek Realty, Inc. * ............................................   Florida
      Summit Realty Company, Inc. ..............................................   So. Carolina
Financial Life Assurance Company of Canada .....................................   Canada
Florida GL Corporation .........................................................   Delaware
GPC Property Company ...........................................................   Delaware
   Cinco Ranch Development Corporation .........................................   Texas
   Cinco Ranch East Development, Inc. ..........................................   Delaware
   Cinco Ranch West Development, Inc. ..........................................   Delaware
   The Colonies Development, Inc. ..............................................   Delaware
   Fieldstone Farms Development, Inc. ..........................................   Delaware
   Hickory Downs Development, Inc. .............................................   Delaware
   Lake Houston Development, Inc. ..............................................   Delaware
   South Padre Development, Inc. ...............................................   Delaware
Green Hills Corporation ........................................................   Delaware
Knickerbocker Corporation ......................................................   Texas
Lincoln American Corporation ...................................................   Delaware
Pavilions Corporation...........................................................   Delaware

American General Finance Foundation,  Inc. is not included on this list. It is
a non-profit corporation.
    
   
<FN>
(1)  The following  limited  liability  companies  were formed in the State of
     Delaware on March 28, 1995. The limited  liability  interests of each are
     jointly owned by American General  Corporation and AGDMC and the business
     and affairs of each are managed by AGDMC:

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

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

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

                                      C-8

<PAGE>

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

(3)  The following  companies are  controlled  indirectly by American  General
     Securities Incorporated:
     American General Insurance Agency of Ohio, Inc.
     American General Insurance Agency of Texas, Inc.
     American General Insurance Agency of Oklahoma,  Inc.  (formerly  American
     Capital Marketing Insurance Agency of Oklahoma, Inc.)

(4)  American  General  Finance  Corporation is the parent of an additional 41
     subsidiaries  incorporated in 26 states for the purpose of conducting its
     consumer finance operations.

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

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

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

Item 27.  NUMBER OF CONTRACT OWNERS

   
As of March 31, 1996 there were 9,128 owners of Contracts of the class covered
by this registration statement.
    


Item 28.  INDEMNIFICATION

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

Article VII,  section 1 (in part),  section 2, and section 3, provide that the
Company  shall have power to indemnify  any person who was or is a party or is
threatened to be made a party to any threatened,  pending, or completed action
by or in the right of the Company to procure a judgment in its favor by reason
of the fact that  such  person  is or was  acting  on  behalf of the  Company,
against expenses

                                      C-9

<PAGE>

actually and reasonably incurred by such person in connection with the defense
or settlement  of such action if such person acted in good faith,  in a manner
such person believed to be in the best interests of the Company, and with such
care,  including reasonable inquiry, as an ordinarily prudent person in a like
position would use under similar circumstances.

No indemnification  shall be made under Article VII, section 1: (a) in respect
of any  claim,  issue,  or  matter as to which  such  person  shall  have been
adjudged to be liable to the  Company,  unless and only to the extent that the
court in which such action was brought shall determine upon application  that,
in view of all the  circumstances  of the case,  such  person  is  fairly  and
reasonably  entitled  to  indemnity  for the  expenses  which such court shall
determine;  (b) of  amounts  paid in  settling  or  otherwise  disposing  of a
threatened or pending action with or without court approval; or (c) of expense
incurred  in  defending a  threatened  or pending  action  which is settled or
otherwise disposed of without court approval.

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

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

Section 12 of the Trust Participation  Agreement that is filed as Exhibit 3(c)
to this Registration Statement is hereby incorporated by reference in response
to this item.  Section 12.1 thereof  provides that the Company will  indemnify
The  Sierra  Variable  Trust (the  "Trust")  and  Sierra  Investment  Services
Corporation (the  "Distributor") and their directors,  trustees,  officers and
controlling  persons  from  losses  and  costs  due  to any  misstatements  or
omissions  of  material  facts for which the  Company is  responsible  in this
Registration  Statement or otherwise or due to the  Company's  failure to meet
its obligations under the Trust Participation Agreement.  Section 12.2 thereof
provides that the Distributor will indemnify the Trust, the Company,  American
General  Securities  Incorporated  ("AGSI")  and  their  officers,   trustees,
employees  and   controlling   persons  from  losses  and  costs  due  to  any
misstatements  or omissions of material facts for which the Distributor or its
affiliates are responsible in this Registration Statement or otherwise or as a
result of any failure by the Trust or the  Distributor to meet its obligations
under the Trust Participation Agreement.

Section  5 of the  Selling  Agreement  that is filed as  Exhibit  3(b) to this
Registration Statement is hereby incorporated by reference in response to this
item.  Paragraphs  5.1 and 5.4 thereof  provide that the Company and AGSI will
indemnify  the  Distributor  and  any  other  broker-dealer  appointed  by the
Distributor  to  sell  the  Contracts,  and  their  officers,   directors  and
controlling  persons  from  losses  and  costs  due  to any  misstatements  or
omissions of material  facts for which the Company or AGSI is  responsible  in
this  Registration  Statement or due to any  negligent,  illegal or fraudulent
acts  
                                     C-10

<PAGE>

of the Company or AGSI.  Paragraphs  5.2 and 5.3 provide that the  Distributor
will  indemnify  the  Company  and AGSI,  and their  officers,  directors  and
controlling  persons  from  losses  and  costs  due  to any  misstatements  or
omissions of material  facts for which the  Distributor  or its affiliates are
responsible in this Registration  Statement,  or as a result of any negligent,
illegal or fraudulent acts or omissions by the Distributor.

The Agreement filed as Exhibit 3(d) to this  Registration  Statement is hereby
incorporated  by  reference  in  response  to  this  item.  Pursuant  to  that
Agreement, the Distributor and Sierra Investment Advisors Corporation ("SIAC")
agree to indemnify  the Company and AGSI with respect to  liabilities  arising
out  of  the  negligence  or  bad  faith  of  the  Distributor,  SIAC  or  any
sub-investment  adviser to the Trust in performing  their  obligations  to the
Trust,  including the obligations of SIAC and the  sub-investment  advisers to
operate the Trust in compliance  with  Sub-Chapter M and Section 817(h) of the
Internal  Revenue Code of 1986, as amended.  The  Distributor  and the Adviser
also agree to indemnify the Company and AGSI for 50% of any other  liabilities
or costs  that they  incur as a result of any  failure  of the Trust to comply
with Sub-Chapter M or Section 817(h) that does not result from such negligence
or bad faith.

The  Distribution  Agreement  filed  as  Exhibit  3(a)  to  this  Registration
Statement is hereby  incorporated by reference in response to this item. Under
part EIGHTH of that  agreement,  the  Company  agrees to  indemnify  AGSI from
liabilities  and costs that it may incur as a result of any  misstatements  or
omissions of material  facts in this  Registration  Statement or otherwise for
which the Company is  responsible;  and AGSI agrees to  indemnify  the Company
against  costs and  liabilities  that the Company may incur as a result of any
act of an employee of AGSI.

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

Item 29.  PRINCIPAL UNDERWRITERS

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

                                     C-11

<PAGE>
<TABLE>
     (b) The  directors and  principal  officers of the principal  underwriter
         are:
<CAPTION>

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

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

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

         Robert F. Herbert                          Director & Associate Tax Officer
         American General Life
         2727-A Allen Parkway
         Houston, Texas 77019
    

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

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

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

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

                                     C-12

<PAGE>

         Steven A. Glover                           Assistant Secretary
         American General Life
         2727-A Allen Parkway
         Houston, TX  77019

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

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

     (c) None.

Item 30.  LOCATION OF RECORDS

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

Item 31.  MANAGEMENT SERVICES

None.

Item 32.  UNDERTAKINGS

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

                                     C-13

<PAGE>

                                 EXHIBIT INDEX

   
5(a)(iv)      Specimen form of Application, revised April, 1995

5(c)(i)(B)    Contract   Service   Request,   including   telephone   transfer
              authorization, revised January, 1996

10            Consent of Independent Auditors

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

27            Financial Data Schedule
    

<PAGE>
                                  SIGNATURES

     As required by the Securities Act of 1933 and the Investment  Company Act
of 1940, the  Registrant,  American  General Life Insurance  Company  Separate
Account D,  certifies  that it meets the  requirements  of Securities Act Rule
485(b), for effectiveness of this Amendment to the Registration  Statement and
has duly caused this Amendment to the  Registration  Statement to be signed on
its  behalf,  in the City of  Houston,  and State of Texas on this 26th day of
April, 1996.

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

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

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

   
     Signature                       Title                        Date
     ---------                       -----                        ----
 ROBERT S. CAUTHEN*            Principal Executive            April  26, 1996
 ---------------------              Officer
(Robert S. Cauthen)

 ZAFAR RASHID*              Principal Financial and           April  26, 1996
 -----------------            Accounting Officer
(Zafar Rashid)      

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

  ROBERT S. CAUTHEN, JR.*                               JON P. NEWTON
  ----------------------                                ---------------
  (Robert S. Cauthen, Jr.)                              (Jon P. Newton)

  MICHAEL G. ATNIP                                      ZAFAR RASHID*
  ----------------                                      -------------
  (Michael G. Atnip)                                    (Zafar Rashid)

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

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



 /s/ Steven A. Glover                                         April 26, 1996
 -------------------------------------
*By Steven A. Glover, Attorney-in-Fact
    



                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                   P.O. BOX 1401, HOUSTON, TEXAS 77251-1401

                         VARIABLE ANNUITY APPLICATION

 INSTRUCTIONS:  Please type or print in permanent black ink.
 -----------------------------------------------------------------------------
 1.  ANNUITANT

 ______________________________________________________________
 Name (if no middle name, use NMN)

 ______________________________________________________________
 Contingent Annuitant (if applicable)

 ______________________________________________________________
 Street Address

 ______________________________________________________________
 City                  State               Zip

 Daytime telephone number (     ) _____________________________

 Social Security #     ___ - __ - ____

 D.O.B. of Annuitant   ___________________________ 
                            Month Day Year
 Age _______  (Maximum of 85)

 D.O.B. of Cont. Annuitant  ___________________________ 
                                  Month Day Year
 Age _______  (Maximum of 85)

 Sex of Annuitant [ ] Male  [ ] Female

 Sex of Cont. Annuitant  [ ] Male  [ ] Female

 The Annuitant(s) will be the Owner unless specified below.
 -----------------------------------------------------------------------------
 2. CONTRACT  OWNER(S)  Complete only if different than the Annuitant. If
                        Joint Owners are to be established, registration must
                        be "and."

 ______________________________________________________________
 Name (if no middle name, use NMN)
                                                                  
 AND                                                          

 ______________________________________________________________
 Joint Owner Name (if applicable)

 ______________________________________________________________
 Street Address

 ______________________________________________________________
 City                  State               Zip

 Social Security #     ___ - __ - ____

OR

 Tax ID of Owner       ___ - __ - ____

 D.O.B.  ___________________________ 
               Month Day Year

 D.O.B.  ___________________________ 
               Month Day Year
 -----------------------------------------------------------------------------
 3.  TYPE OF PLAN

   [ ] Qualified        [ ] Non-Qualified

 ___  IRA (circle one):    Regular       Rollover      Transfer
 ___  Simplified Employee Pension IRA (employer established)
 ___  Self-employed Retirement Plan (Keogh-type)
 ___  401 Corporate Plan
 -----------------------------------------------------------------------------
 4.  PURCHASE PAYMENT
     Minimum investment of $5,000 for Nonqualified.

     An initial purchase payment of $ _________ is attached.

     Allocate this purchase payment to the  _______  year.
 -----------------------------------------------------------------------------

 5.  ANNUITY COMMENCEMENT DATE

    ___________________________________________
 -----------------------------------------------------------------------------
 6.  INITIAL PURCHASE PAYMENT DIVISION ALLOCATION

<TABLE>
<S>                                   <C>                                            <C>
  ___   % Global Money Fund           ___   % International Growth Fund              ___    % Short Term Global Government Fund
  ___   % Growth Fund                 ___   % U.S. Government Fund                   ___    % Fixed - 1 year guaranteed period
  ___   % Growth and Income Fund      ___   % Short Term High Quality Bond Fund      ___    % Fixed - 3 year guaranteed period
  ___   % Emerging Growth Fund        ___   % Corporate Income Fund                  ___    % Fixed - 5 year guaranteed period
</TABLE>
 -----------------------------------------------------------------------------
 7.  BENEFICIARY

 _______________________________________         _____________________________
 Primary                                         Relationship

 _______________________________________         _____________________________
 Contingent                                      Relationship

 _______________________________________         _____________________________
 Contingent                                      Relationship
 -----------------------------------------------------------------------------
 8.  REPLACEMENT

 Will the proposed contract replace any existing annuity or insurance contract?

    [ ] No     [ ] Yes

 (If yes, list company name, plan, year of issue and complete appropriate
 replacement documents.)

 Company:_______________________________________________
 -----------------------------------------------------------------------------
 9.  SIGNATURES

    All statements made in this application are true to the best of our
    knowledge and belief, and we agree to all terms and conditions as shown.

    We further agree that this application shall be a part of the annuity
    contract, and verify our understanding that ALL PAYMENTS AND VALUES
    PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A
    PORTFOLIO, ARE VARIABLE AND NOT GUARANTEED AS TO THE DOLLAR AMOUNT.

    If this application is for an IRA or a Simplified Employee Pension IRA, we
    acknowledge receipt of the Individual Retirement Annuity Disclosure
    Statement provided to us in conjunction with the current prospectuses for
    American General Life Insurance Company Separate Account D and Sierra
    Variable Trust. Under penalty of perjury, the contract owner certifies
    that the Social Security (or taxpayer identification) number is correct as
    it appears in this application.

Signed at  _________________________________    Date: _______________________
           City                      State

           _________________________________    Date: _______________________
           Signature of Annuitant

           _________________________________    Date: _______________________
           Signature of Contingent Annuitant

           _________________________________    Date: _______________________
           Signature of Owner

           _________________________________    Date: _______________________
           Signature of Joint Owner
 -----------------------------------------------------------------------------
 10.  DEALER INFORMATION

 Registered Representative: _________________________________________________
                                             PRINT NAME
 Representative Number Location _____________________________________________

 Broker Dealer: _________________________________________________

 Telephone Number: (     ) _____________________________

 State License Number ___________________

 Branch Office: _____________________________________________________________
                Street Address         City         State             Zip

 Signature of Registered Principal of Broker Dealer: ________________________
 -----------------------------------------------------------------------------
 11.  REPRESENTATIVE'S SIGNATURE

 Will the proposed contract replace any existing annuity or insurance contract?

       [ ] No     [ ] Yes

 The representative hereby certifies he/she witnessed the signature(s)
 contained in this application and that all information contained in this
 application is true to the best of his or her knowledge and belief.

 Signature: ______________________________________________________
 -----------------------------------------------------------------------------
 12.  ADDITIONAL REMARKS

                This space is for use of American General Life

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


SIERRA
ADVANTAGE
A TAX-DEFERRED VARIABLE ANNUITY

SIERRA ADVANTAGE - DIVISIONS

SIERRA VARIABLE TRUST

  *  Division 53 - Global Money Fund

  *  Division 52 - Growth Fund

  *  Division 56 - Growth and Income Fund

  *  Division 59 - Emerging Growth Fund

  *  Division 50 - International Growth Fund

  *  Division 54 - U.S. Government Fund

  *  Division 58 - Short Term High Quality Bond Fund

  *  Division 57 - Corporate Income Fund

  *  Division 51 - Short Term Global Government Fund

AMERICAN GENERAL LIFE INSURANCE COMPANY

  *  Division 111 - Fixed Account - 1 Year Guarantee Period

  *  Division 113 - Fixed Account - 3 Year Guarantee Period

  *  Division 115 - Fixed Account - 5 Year Guarantee Period


GENERAL INSTRUCTIONS:

  *  Always complete sections 1 and 16.

  *  If making a withdrawal, complete sections 1, (10, 11, 12, or 13), 15 and
     16.

  *  Please be sure that all Sierra Advantage Service Requests contain
     appropriate signatures of owner(s) and assignee, if required.

  *  Obtain Signature guarantee.
<PAGE>
                                                              [GRAPHIC OMITTED]
                AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL")
                              SEPARATE ACCOUNT D

                 A SUBSIDIARY OF AMERICAN GENERAL CORPORATION
                                HOUSTON, TEXAS

                       SIERRA ADVANTAGE SERVICE REQUEST

Complete and return this request to:
Annuity Administration
P.O. Box 1401
Houston, TX  77251-1401
800-247-6584
 -----------------------------------------------------------------------------
 1.  CONTRACT IDENTIFICATION   
 (COMPLETE THIS SECTION FOR ALL REQUESTS.)  INDICATE OPTION
                                            DESIRED BELOW.

 CONTRACT #:  __________________       ANNUITANT: ____________________________

 CONTRACT OWNER(S): __________________________________________________________

 NAME AND ADDRESS:  __________________________________________________________

 _____________________________________________________________________________

  S.S. NO. OR TAX I.D. NO: ___ - __ - ____

  Phone Number (     ) _____________________________
 -----------------------------------------------------------------------------
 2.  [ ] NAME CHANGE

    [ ] Annuitant*   [ ] Beneficiary*   [ ] Owner(s)*     

   (* Does Not Change Annuitant, Beneficiary Or Ownership Designation.)

       FROM  (FIRST, MIDDLE, LAST)                  TO  (FIRST, MIDDLE, LAST)


 _____________________________________________________________________________
 Reason: [ ] Marriage  [ ] Divorce   [ ] Correction   [ ] Other 
                                        (Attach certified copy of court order)
 -----------------------------------------------------------------------------
 3.  [ ] ADDRESS CHANGE

  Previous Address: __________________________________________________________

  Current Address:  __________________________________________________________
 -----------------------------------------------------------------------------
 4.  [ ] DUPLICATE CONTRACT

 I/we hereby certify that the contract for the listed number has been
            [ ] Lost     [ ] Destroyed   [ ] Other

  Unless I/we have directed cancellation of the contract,  I/we request that a
  Certificate of Lost Contract be issued to me/us.
  If the original contract is located, I/we will return the Certificate to AGL
  for cancellation.
 -----------------------------------------------------------------------------
 5.  [ ] BENEFICIARY CHANGE

 Primary Beneficiary: ________________________________________________________
 (Indicate Name, Taxpayer Identification Number (S.S. No.), and Relationship 
  to Annuitant)

 Contingent Beneficiary: _____________________________________________________
 (Indicate Name, Taxpayer Identification Number (S.S. No.), and Relationship 
  to Annuitant)

  HOW PAYMENT SHALL BE DISTRIBUTED: If not otherwise provided in this request,
  in any designation as stated above providing for more than one  beneficiary,
  the  proceeds  shall be  payable  in equal  share to such of the  designated
  beneficiaries  as may  be  living  or to  the  survivor.  In  the  event  no
  beneficiary  survives the  Annuitant,  and if this form or the Contract does
  not provide  otherwise,  the proceeds will be paid to the  Owner(s),  or the
  Executors or Administrators of the Owner's Estate.

  The undersigned  contract  owner(s) hereby revokes any previous  beneficiary
  designation  and any optional mode of  settlement  with respect to any death
  proceeds payable at the death of the annuitant.

  I represent and certify that no insolvency or bankruptcy proceedings are now
  pending against me.
 -----------------------------------------------------------------------------
 6.  [ ] DOLLAR COST AVERAGING   Minimum Transfer into a Division is $500.

  Available by either dollar or percentage allocations. Maintain $ or %
  consistency throughout allocation.

  I want [ ] $_______   OR [ ] _______% (whole % only) taken from the Global 
  Money Division every [ ] month  [ ] quarter [ ] six months [ ] year, for the 
  next [ ] 12 months* [ ] 24 months** [ ] 36 months** to be allocated to
  the following division(s) as indicated.

<TABLE>
<S>                                                   <C>
  ____% or $_______   SA Growth Div.                  ____% or $_______  SA U.S. Government Div.
  ____% or $_______   SA Growth and Income Div.       ____% or $_______  SA Short Term High Quality Bond Div.
  ____% or $_______   SA Emerging Growth Div.         ____% or $_______  SA Corporate Income Div.
  ____% or $_______   SA International Growth Div.    ____% or $_______  SA Short Term Global Gov't. Div.

  ____% or $_______  Fixed - 1 year guarantee
  ____% or $_______  Fixed - 3 year guarantee
  ____% or $_______  Fixed - 5 year guarantee

<FN>
  *$10,000 minimum           **$25,000 minimum
</FN>
</TABLE>
 -----------------------------------------------------------------------------

 THIS SECTION IS FOR HOME OFFICE USE ONLY

  This change of beneficiary has been approved by AGL, at its Home Office, and
  presentation of the Contract for endorsement has been waived.

                                       American General Life Insurance Company


  Date of Approval: ______________________    By: ____________________________
 -----------------------------------------------------------------------------
 REVIEW PROSPECTUS FOR MORE DETAILED INFORMATION REGARDING REQUESTS 6-13
 -----------------------------------------------------------------------------
 7.  [ ]  TELEPHONE TRANSFER AUTHORIZATION

  I am the owner(s) of a variable annuity contract issued by AGL and funded by
  AGL's Separate  Account D. I hereby  authorize AGL, upon my verbal telephone
  instruction,  to  transfer  accumulated  account  values held in one or more
  divisions of Separate Account D or in AGL's General Account,  to one or more
  other  divisions  of Separate  Account D or AGL's  General  Account,  and to
  change the allocation of future  purchase  payments,  in conformity with the
  procedures and limitations described in my contract. I authorize AGL to make
  such transfers whenever it receives  telephone  instructions from any person
  who  identifies  himself  or  herself  as  the  undersigned,  and  whom  AGL
  reasonably believes to be the undersigned.  I understand that such transfers
  may  entail  the  redemption  of shares of the mutual  fund  underlying  the
  division from which assets are withdrawn,  and the contemporaneous  purchase
  of shares of the mutual fund  underlying  the division into which assets are
  transferred. I understand that AGL shall execute such redemptions, transfers
  and  purchases  at  net  asset  value,   in  accordance   with  the  current
  prospectuses for Separate Account D and Sierra Variable Trust.

  I have  read  and  understand  these  prospectuses  as they  relate  to such
  transactions and agree that this Authorization  shall remain in effect until
  AGL receives a written  revocation of such Authorization at its home office.
  I understand that AGL may cancel this  Authorization at any time. I AGREE TO
  INDEMNIFY AGL AND HOLD IT HARMLESS AGAINST ANY LIABILITY RESULTING FROM ACTS
  OR OMISSIONS based upon instructions  which AGL may reasonably believe to be
  genuine,  including  losses  arising  from  errors in the  communication  of
  transfer  instructions.   I  also  agree  that  AGL  may  rely  on  and  act
  conclusively upon the text of instructions it receives.

                            Initials of Contract Owner(s) ____________________
 -----------------------------------------------------------------------------
 8.  [ ] TRANSFER OF ACCUMULATED VALUES                          
     A minimum of $500 must be maintained in each division.

       Indicate gross dollar or percentage amount.

  _______  from Div. _______  to Div.     _______  from Div. _______  to Div.

  _______  from Div. _______  to Div.     _______  from Div. _______  to Div.

  _______  from Div. _______  to Div.     _______  from Div. _______  to Div.
 -----------------------------------------------------------------------------
 9.  [ ] CHANGE ALLOCATION OF FUTURE PURCHASE PAYMENTS 
     Use whole percentages.  Total must equal 100%

   _______  Division to _______%        _______  Division to _______%

   _______  Division to _______%        _______  Division to _______%

   _______  Division to _______%        _______  Division to _______%
 -----------------------------------------------------------------------------
 10.  [ ] REQUEST FOR PARTIAL WITHDRAWAL  (Also complete Sec. 15)
      $500 total minimum withdrawal.

    _______    Division $_______        _______    Division $_______

    _______    Division $_______        _______    Division $_______

    _______    Division $_______        _______    Division $_______

 Amounts requested are to be (    ) net or (   ) gross of applicable charges.
 -----------------------------------------------------------------------------
 11.  [ ] SYSTEMATIC WITHDRAWAL  (Also complete Sec. 15)
      $500 total minimum withdrawal.

  [ ] Specified Dollar Amount $_______   [ ] Percentage of Annuity Value ____%

  How often should payments be made:    [ ] Monthly      [ ] Quarterly
                                        [ ] Semi-Annual  [ ] Annual

  To begin on  _____________  (must be at least 30 days after issue date).
  Date must be between the 5th and 24th of the month.
 -----------------------------------------------------------------------------
 12.  [ ] MINIMUM DISTRIBUTION ELECTION PURSUANT TO IRC Section 401(a)(9)
                (See reverse side for important tax information)

 I request that my DISTRIBUTION be based on (choose one):

 A. [ ] Specified Annual Amount $_______
    (Customer is responsible for MRD annual calculation.)

 B. [ ] Single Life - Annual Recalculation
    [ ] Joint Life - Annual Recalculation (Not available if beneficiary is
        other than spouse)
    [ ] Single Life - No annual recalculation
    [ ] Joint Life - No annual recalculation

 If no election is made, it is presumed that annual recalculation is elected.

 If joint life:   Beneficiary Name  _________________________________________

                  Relationship ______________________________________________

                  Date of Birth  ____________________________________________

                  Social Security No.  ______________________________________

                  Address ___________________________________________________

  First annual payment is to be made on  ______________  (Date must be between
  the 5th and 24th of the month and on or before April 1 of the calendar  year
  following the year you turn 70 1/2
 -----------------------------------------------------------------------------
 13.  [ ] REQUEST FOR FULL SURRENDER   (Also complete Sec. 15)

      [ ] Contract attached

      [ ] I hereby  declare that the contract  specified  above has been lost,
          destroyed,  or mislaid and request that the value of the contract be
          paid. I agree to indemnify  and hold harmless AGL against any claims
          which may be  asserted  on my behalf  and on the behalf of my heirs,
          assignees,  legal  representatives,  or any  other  person  claiming
          rights derived through me against AGL on the basis of the contract.
 -----------------------------------------------------------------------------

 14.  [ ] NOTICE AND  DISCLAIMER  OF REQUIRED  DISTRIBUTIONS  FROM  INDIVIDUAL
          RETIREMENT ANNUITIES, TAX SHELTERED ANNUITIES, ( Section 403(b), AND
          401(K) PLANS) Required for qualified  contracts  issued at age 70 or
          later.

  Section  401(a)(9) of the Internal  Revenue Code and IRS regulations  impose
  certain minimum distribution requirements upon IRAs, tax sheltered annuities
  and Section 401(k) plans (See Proposed  Regulations  Section  1.401(a)(9)-1,
  Section  1.401(a)(9)-2,  Section 1.403(b)-2,  Section 1.408.8 and IRS Notice
  88-38.)  Generally,  these rules  require that  distributions  must commence
  after age 70 1/2.

  Since  AGL is not in a  position  to  determine  whether  or not  you are in
  compliance  with these  distribution  requirements,  please consult your tax
  advisor or trustee of your plan, if  applicable,  to ensure your  compliance
  with these rules.

  I have read the above notice and disclaimer  and agree that,  except where I
  have elected for AGL to calculate and make  distributions in accordance with
  IRC Section 401(a)(9),  AGL is not liable for any penalty or other liability
  I  might  incur  due to my  failure  to  satisfy  the  minimum  distribution
  requirements referred to above.

                            Initials of Contract Owner(s) ____________________
 -----------------------------------------------------------------------------
 15.  [ ] NOTICE OF WITHHOLDING

  The  taxable  portion of the  distribution  you  receive  from your  annuity
  contract is subject to federal income ta withholding unless you elect not to
  have withholding apply. Withholding of state income tax may also be required
  by your state of residence.  You may elect not to have withholding  apply by
  checking the  appropriate  box below.  If you elect not to have  withholding
  apply to your distribution or if you do not have enough income tax withheld,
  you may be responsible for payment of estimated tax. You may incur penalties
  under the estimated tax rules if your  withholding and estimated tax are not
  sufficient.

  [ ] I do NOT want income tax withheld from this distribution.

  [ ] I do want income tax withheld from this distribution.
 -----------------------------------------------------------------------------
16.  [ ] AFFIRMATION/SIGNATURE            
     (Complete this section for all requests on this side.)

  CERTIFICATION:  Under  penalties  of perjury,  I certify that (1) the number
  shown on this form is my correct taxpayer  identification number; (2) that I
  am not subject to backup  withholding  under  Section  3406(a)(1)(c)  of the
  Internal Revenue Code; and (3) that the information provided on this form is
  true, correct and complete.

 Dated at  _____________________________ this _____  day of ____________, 19__

___________________________________        ___________________________________
            WITNESS                                      OWNER(S)

___________________________________        ___________________________________
            WITNESS                                      OWNER(S)
 -----------------------------------------------------------------------------
 REVIEW PROSPECTUS FOR MORE DETAILED INFORMATION REGARDING REQUESTS 6-13
 -----------------------------------------------------------------------------
<PAGE>
      GENERAL INFORMATION FOR ANNUITY OWNERS WHO ARE AGE 70 1/2 OR OLDER

FEDERAL TAX LAW

Federal Law directs that a minimum amount of retirement  benefits must be paid
from your  account(s)  each year  beginning the year in which you reach age 70
1/2.

     o    Those  in their  first  distribution  year  (the  year in which  one
          reaches  age 70 1/2) have until April 1st of the  following  year to
          take their first distribution payment.
     o    If you  choose to use the grace  period of April 1st  allowed by the
          government, you must also make your second year distribution payment
          by the end of that same year.
     o    All those who are not in their first  distribution year must take an
          appropriate distribution annually, by December 31st of each year.

ANNUAL  RECALCULATION.  If  annual  recalculation  is  selected,  a  new  life
expectancy  factor is determined each year. The new life expectancy  factor is
based on your age or your age and the age of your beneficiary during the year.
(You may not wish to select  annual  recalculation  because if a person  whose
life is being  recalculated  dies, the life expectancy for that person becomes
zero. The result is that the annual  distribution  amount for subsequent years
may be increased significantly.)

NO  ANNUAL  RECALCULATION.  If no annual  recalculation  is  selected,  a life
expectancy  factor  is  based  on  your  age or  your  age and the age of your
beneficiary at the end of the first  distribution  year.  For each  subsequent
year,  American  General Life will subtract one year from the life  expectancy
factor  for  Single  Life and one year from each life  expectancy  factor  for
Multiple Life.  (The method used for  calculation of the  distribution  amount
will not change because of your death or the death of your beneficiary.)

Only an owner and/or spouse beneficiary may elect to recalculate. A non-spouse
beneficiary may not make this election.

TAX PENALTIES. There is a 50% tax penalty on accounts which are required to be
distributed but are not.

CALCULATING THE MINIMUM PAYMENT REQUIRED

The minimum amount of retirement  benefits to be paid from your IRA account(s)
each year is  determined  by dividing  the  account  balance at the end of the
previous year by your life expectancy or the joint life  expectancies  for you
and your beneficiary.

IF AMERICAN GENERAL LIFE CALCULATES THE DISTRIBUTION . . .
     o    it will meet Federal requirements on a per contract basis.
     o    If  sufficient  withdrawals  have been taken in the current  year to
          satisfy your requirements,  another  distribution will not be issued
          automatically by American General Life.
     o    If  withdrawals  have been taken in the  current  year to  partially
          cover the required  distribution amount,  under IRC ss.401(a)(9),  a
          check for the remainder of the required  distribution will be issued
          to you.

IF YOU SPECIFY AN AMOUNT . . .
     o    IT SHOULD NOT BE ASSUMED THAT THE AMOUNT  CHOSEN WILL BE ADEQUATE TO
          COVER YOUR REQUIRED  DISTRIBUTION  EACH YEAR INTO THE FUTURE. If you
          feel your specified amount may not meet Federal  requirements during
          any year,  please  contact  American  General  Life to compare  your
          specified amount to the federally required amount calculated by us.
     o    Check(s)  will  be  sent  to you  based  upon  an  annual  frequency
          regardless of prior withdrawals in the same calendar year.
     o    The  specified  amount that you select is not limited to the minimum
          distribution amount required. You may, of course, withdraw more than
          the minimum required distribution.

THE FOLLOWING  STATEMENTS AND REGULATIONS  APPLY TO BOTH AMERICAN GENERAL LIFE
CALCULATED AND AMOUNTS SPECIFIED BY YOU . . .
     o    It discontinues the notification mailing process to you.
     o    The  frequency of payment will be annual.  Select the month and date
          payments are to begin. Date must be between the 5th and the 24th day
          of the month. If the date selected falls on a non-business  day, the
          monies will come out of your account on the next business day.
     o    You must contact  American  General Life in writing,  if your spouse
          has died and the following conditions exist:
     o    You  selected  multiple  life  expectancy  using your  spouse as the
          beneficiary, and
     o    You selected annual recalculation for your spouse
          Failure to provide  this  information  will  result in an  incorrect
          distribution amount.
     o    You may  cancel  the  systematic  withdrawal  process at any time by
          notifying the Home Office in writing.
     o    This option requires that the  distribution  will be taken from each
          contract and that separate checks will be issued.
     o    You may not request multiple distributions from one contract.

DETERMINING THE AMOUNT OF PAYMENT WHEN JOINT LIFE (MULTIPLE LIFE) EXPECTANCIES
ARE USED
If you select joint life  expectancies and your beneficiary is not your spouse
and the  difference  in your ages is 10 years or more  (younger),  the Minimum
Distribution  Incidental  Benefit  (MDIB)  Tables,  contained  in IRS Proposed
Regulations ss.401(a)(9)-2,  will be used to calculate your distribution.  The
distribution  required  under  the MDIB  tables  may  exceed a normal  minimum
required distribution.

Tax Information
     FEDERAL  INCOME  TAX.  Unless  you elect not to have  Federal  Income Tax
     withheld from your  withdrawal or surrender,  American  General Life will
     withhold at a rate of 10%.
     STATE  INCOME  TAX.   State   Income  Tax  may  be  withheld   from  your
     disbursement. Certain states base your State Withholding Election on your
     Federal Withholding Election.  Other States require that American General
     Life withhold state taxes regardless of your Federal Election.

CHARGES
If  applicable,  charges  as  specified  in your  contract,  will be  taken on
withdrawals made to meet Federal Minimum.


[GRAPHIC OMITTED]

ERNST & YOUNG LLP        One Houston Center             Phone: 713-750-1500
                         Suite 2400                     Fax:   713-750-1501
                         1221 McKinney Street
                         Houston, Texas 77010-2007



                        Consent of Independent Auditors

     We  consent  to  the  reference  made  to  our  firm  under  the  caption
"Independent  Auditors"  and to the use of our reports dated January 31, 1996,
as to the Sierra  Advantage  Divisions  of  American  General  Life  Insurance
Company Separate Account D, and February 12, 1996, as to American General Life
Insurance  Company,  in  Post-Effective  Amendment  No. 4 to the  Registration
Statement (Form N-4 No. 33-57730) of American  General Life Insurance  Company
Separate Account D.



                                                          ERNST & YOUNG LLP

April 22, 1996



                           LIMITED POWER OF ATTORNEY


     WHEREAS,  American General Life Insurance  Company,  a Texas company (and
its successors, if applicable) ("Company"),  intends from time to time to file
with the Securities and Exchange Commission  ("Commission"),  one or more Form
N-4  Registration  Statement(s)  under  the  Securities  Act of  1933  and the
Investment  Company Act of 1940,  on behalf of the  Company  and the  Separate
Account(s) maintained or to be maintained by the Company, with such amendments
thereto as may be necessary or appropriate, together with any and all exhibits
and other documents related thereto;

     NOW, THEREFORE, each of the undersigned individuals, in his capacity as a
director or officer of the Company,  hereby  appoints  Thomas B.  Phillips and
Steven A. Glover, and each of them, either of whom may act without the joinder
of the  other,  his true and  lawful  attorney-in-fact  and with full power of
substitution and resubstitution,  to execute in his name, place, and stead, in
his  capacity  as a director  or  officer or both,  as the case may be, of the
Company,  any  and  all  Form  N-4  Registration  Statements  and  any and all
amendments  thereto  as each said  attorney-in-fact  shall deem  necessary  or
appropriate,   together  with  all  instruments  necessary  or  incidental  in
connection therewith,  and to file the same or cause the same to be filed with
the Commission.  The above-named  attorneys-in-fact shall each have full power
and authority to do and perform in the name and on behalf of the  undersigned,
in any and all  capacities,  every act  whatsoever  necessary  or desirable in
connection with any and all Form N-4 Registration Statements,  and any and all
amendments  thereto,  as  fully  and  for  all  intents  and  proposes  as the
undersigned might or could do in person,  the undersigned hereby ratifying and
approving the acts of each said attorney-in-fact.

     EXECUTED this 12 day of March, 1996.



/s/ Michael G. Atnip                           /s/ Jon Newton
- --------------------                           --------------
Michael G. Atnip                               Jon P. Newton



<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000089031
<NAME> AG LIFE INS COMPANY SEPARATE ACCOUNT D - SIERRA ADVANTAGE
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                      358,078,803
<INVESTMENTS-AT-VALUE>                     407,547,576
<RECEIVABLES>                                       19
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             407,547,595
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               407,547,595
<DIVIDEND-INCOME>                            9,681,081
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               5,136,366
<NET-INVESTMENT-INCOME>                      4,544,715
<REALIZED-GAINS-CURRENT>                       372,486
<APPREC-INCREASE-CURRENT>                   59,082,619
<NET-CHANGE-FROM-OPS>                       63,999,820
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                    115,019,844
<NUMBER-OF-SHARES-REDEEMED>                 84,282,187
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     103,686,171
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission