AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D
497, 1997-01-15
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                                                    Registration Nos. 33-43390
                                                                      811-2441

   
               As filed with the Commission on December 26, 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.  11            X
                                       --           --
    

                                    and/or

   
  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
         Amendment No.   56               X
                         --               --
    

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

                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                              (Name of Depositor)

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

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

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

   
Approximate  Date of  Proposed  Public  Offering:  January 2, 1997
    

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

   
|_|     Immediately upon filing pursuant to paragraph (b) of Rule 485
|X|     On January 2, 1997 pursuant to paragraph (b) of Rule 485
|_|     60 days after filing pursuant to paragraph (a)(1) of Rule 485
    


<PAGE>

|_|     On                       pursuant to paragraph (a)(1) 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 most recent
fiscal year ended December 31, 1995.


<PAGE>

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

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

<TABLE>
                                    PART A
               Showing Location of Information in Prospectuses(1)
<CAPTION>
FORM N-4
ITEM NO.                                                        PROSPECTUS CAPTION
<S>                                                            <C>
 1.    Cover Page. . . . . . . . . . . . . . . . . . . . . . .  Cover Page

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

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

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

 5.    General Description of Registrant,
       Depositor and Portfolio Companies . . . . . . . . . . .  AGL;  Separate  Account  D;  The  Series(3);
                                                                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    -
                                                                Communications  to Us; Owner Account  Value;
                                                                Transfer,  Automatic Rebalancing,  Surrender
                                                                and  Partial  Withdrawal  of  Owner  Account
                                                                Value(2);  Transfer,   Automatic  Rebalancing,
                                                                Surrender  and Partial  Withdrawal  of Owner
                                                                Account  Value(3),   Owners,   Annuitants  and
                                                                Beneficiaries;  Assignments; Rights Reserved
                                                                by Us

 --------
<FN>

          (1)       This registration  statement  contains two prospectuses that relate to
                    successive  versions  of the same form of variable  annuity  contract.
                    Each successive  version generally  reflects  enhancements made to the
                    form of contract over time. Except as otherwise noted, the information
                    required  by  Part  A of  Form  N-4  is  located  under  the  captions
                    identified below in each prospectus contained herein.
</FN>
   
<FN>
          (2)       Contained in the  Prospectus  relating to Contract  Form No. 93020 and
                    Contract Form No. 93021 (See Part C, Item 24(b)(4)(f)(i) and (f)(ii)).

          (3)       Contained in the  Prospectus  relating to Contract  Form No. 95020 Rev
                    896  and   Contract   Form  No.  95021  Rev  896  (See  Part  C,  Item
                    24(b)(4)(g)(i) and (ii)).
</FN>
    
</TABLE>


                                        i

<PAGE>
<TABLE>
                                     PART A

<CAPTION>
FORM N-4
ITEM NO.                                                       PROSPECTUS CAPTION
<S>                                                            <C>
 8.    Annuity Period. . . . . . . . . . . . . . . . . . . . .  Annuity Period and Annuity Payment Options

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

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

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

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

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

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

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

          (3)        Contained in the  Prospectus  relating to Contract Form No. 95020 Rev
                     896  and  Contract   Form  No.  95021  Rev  896  (See  Part  C,  Item
                     24(b)(4)(g)(i) and (ii)).
</FN>
    
</TABLE>


                                       ii

<PAGE>
<TABLE>
                                     PART B
     Showing Location of Information in Statement of Additional Information4

<CAPTION>
                                                                CAPTION IN
FORM N-4                                                        STATEMENT OF
ITEM NO.                                                        ADDITIONAL INFORMATION
<S>                                                            <C>
15.    Cover Page. . . . . . . . . . . . . . . . . . . . . . .  Cover Page

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

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

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

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

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

21.    Calculation of Performance
       Data. . . . . . . . . . . . . . . . . . . . . . . . . .  Performance  Data for the Divisions;  Effect
                                                                of Tax-Deferred Accumulation

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

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

<FN>
 --------

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

          (5)       All required information is included in Prospectus.
</FN>
</TABLE>


                                      iii

<PAGE>

                                     PART C

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

   
     Registrant  is  filing  this  Post-Effective  Amendment  No.  11 for  the
principal  purpose of  reflecting  certain  changes in the Separate  Account D
Divisions that correspond to changes in certain underlying series that will be
available to investments  made in connection  with Contract Form No. 95020 Rev
896 and Contract Form No. 95021 Rev 896 (See Part C, Item  24(b)(4)(g)(i)  and
(g)(ii)).

     Registrant  does not intend for this  Post-Effective  Amendment No. 11 to
delete,  from  the  Registration  Statement,  any  document  included  in  the
Registration   Statement,   including  any  currently  effective   prospectus,
supplement  thereto,  or  statement  of  additional  information  relating  to
Contract  Form No.  93020  and  Contract  Form No.  93021  (See  Part C,  Item
24(b)(f)(i) and (f)(ii)).
    


                                      iv

<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
                          1-800-200-3883 713/831-3505


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

   
     You may use AGL's  Separate  Account D for a variable  investment  return
under the Contracts  based on one or more of the following  mutual fund series
of the Van Kampen  American  Capital  Life  Investment  Trust  ("Trust") - the
Emerging Growth  Portfolio,  the Enterprise  Portfolio,  the Growth and Income
Portfolio,  the Domestic Income Portfolio, the Government Portfolio, the Money
Market Portfolio and the Real Estate Securities Portfolio;  and one or more of
the following mutual fund series of the Morgan Stanley  Universal Funds,  Inc.
("Fund") - the Emerging Markets Equity  Portfolio,  the  International  Magnum
Portfolio,  the  Global  Equity  Portfolio,  the Growth  Portfolio,  the Value
Portfolio, the Mid Cap Value Portfolio, the High Yield Portfolio and the Fixed
Income Portfolio.
    

You may also use AGL's guaranteed  interest  accumulation  option. This option
currently has one guarantee period, with a guaranteed interest rate.

   
This  Prospectus is designed to provide  information  about the Contracts that
you should know before  investing.  Please read it  carefully  and keep it for
future  reference.  Information  about certain  aspects of the  Contracts,  in
addition to that found in this Prospectus,  has been filed with the Securities
and Exchange  Commission  in the  Statement  of  Additional  Information  (the
"Statement").  The  Statement,  dated  January 2, 1997,  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  AGL'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 AGL) IN  CONNECTION  WITH THE
OFFER CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS  MUST  NOT BE  RELIED  UPON AS  HAVING  BEEN  AUTHORIZED.  THE
CONTRACTS  ARE NOT  AVAILABLE  IN ALL  STATES  AND  THIS  PROSPECTUS  DOES NOT
CONSTITUTE AN OFFER IN ANY JURISDICTION TO ANY PERSON TO WHOM SUCH OFFER WOULD
BE UNLAWFUL THEREIN.


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION,  NOR HAS THE  COMMISSION  PASSED  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 CURRENT PROSPECTUSES OF
THE VAN KAMPEN AMERICAN  CAPITAL LIFE INVESTMENT  TRUST AND THE MORGAN STANLEY
UNIVERSAL  FUNDS,  INC. 

                       Prospectus Dated January 2, 1997
    

<PAGE>

                                   CONTENTS

   
Glossary...............................................................  4
Fee Table..............................................................  7
Synopsis of Contract Provisions........................................  9
Financial Information.................................................. 13
AGL.................................................................... 14
Separate Account D..................................................... 14
The Series ............................................................ 14
The Fixed Account...................................................... 16
Contract Issuance and Purchase Payments................................ 18
Owner Account Value.................................................... 19
  Variable Account Value............................................... 19
  Fixed Account Value.................................................. 20
Transfer, Automatic Rebalancing, Surrender and Partial
  Withdrawal of Owner Account Value.................................... 20
  Transfers............................................................ 20
  Automatic Rebalancing................................................ 21
  Surrenders and Partial Withdrawals................................... 21
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.............................................. 23
  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....................................................... 28
Charges Under the Contracts............................................ 28
  Premium Taxes........................................................ 28
  Surrender Charge..................................................... 28
  Transfer Charges..................................................... 30
  Annual Contract Fee.................................................. 30
  Charge to Separate Account D......................................... 30
  Miscellaneous........................................................ 31
  Systematic Withdrawal Plan .......................................... 31
  One-Time Reinstatement Privilege..................................... 31
  Reduction in Surrender Charges and Administrative Charges............ 31
Long-Term Care and Terminal Illness.................................... 31
  Long-Term Care....................................................... 32
  Terminal Illness..................................................... 32
Other Aspects of the Contracts......................................... 32
  Owners, Annuitants and Beneficiaries; Assignments.................... 32
  Reports.............................................................. 32
  Rights Reserved by Us................................................ 33
  Payment and Deferment................................................ 33
Federal Income Tax Matters............................................. 34
  General.............................................................. 34
  Non-Qualified Contracts.............................................. 34
  Individual Retirement Annuities ("IRAs")............................. 35
  Simplified Employee Pension Plans.................................... 36
    


                                       2

<PAGE>

   
  Simple Retirement Accounts........................................... 37
  Other Qualified Plans................................................ 37
  Private Employer Unfunded Deferred Compensation Plans................ 38
  Excess Distributions - 15% Tax....................................... 38
  Federal Income Tax Withholding and Reporting......................... 38
  Taxes Payable by AGL and Separate Account D.......................... 38
Distribution Arrangements.............................................. 38
Legal Matters.......................................................... 39
Other Information on File.............................................. 39
Contents of Statement of Additional Information........................ 40
    


                                       3

<PAGE>

                                   GLOSSARY

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

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

ACCOUNT VALUE - the sum of your Fixed Account Value and Variable Account Value
after deduction of any fees.

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

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

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

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

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

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

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

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

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

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

CONTRACT - an individual annuity Contract offered by this Prospectus.

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

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

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

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

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


                                       4

<PAGE>

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.

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

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; 1-800-200-3883 or 713-831-3505.

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

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

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

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

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

SERIES - an individual  portfolio of a mutual fund  available  for  investment
under the Contracts.  Currently,  the series available under the Contracts are
part of either the Van Kampen American  Capital Life  Investment  Trust or the
Morgan Stanley Universal Funds, Inc.

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

VALUATION  DATE - all days on which we are  open  for  business  except,  with
respect to any Division,  days on which the related  Series 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.


                                       5

<PAGE>

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 Series.  The table reflects  expenses
of the Separate Account as well as the Series. Amounts for state premium taxes
or similar assessments may also be deducted, where applicable.


<TABLE>
PARTICIPANT TRANSACTION CHARGES
<S>                                                                   <C>
     Front-End Sales Charge Imposed on Purchases.....................   0%
     Maximum Surrender Charge(1).....................................   6%
     (computed as a percentage of purchase payments surrendered)
     Transfer Fee.................................................... $ 0 (2)
</TABLE>


<TABLE>
<S>                                                                   <C>
ANNUAL CONTRACT FEE(3)............................................... $30
</TABLE>

<TABLE>
SEPARATE ACCOUNT D ANNUAL EXPENSES (as a percentage of average daily net asset
value)
<S>                                                                   <C>
      Mortality and Expense Risk Charge.............................. 1.25%
      Administrative Expense Charge.................................. 0.15%
        Total Separate Account D Annual Expenses..................... 1.40%

 --------

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

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

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

</FN>
</TABLE>


                                       7
<PAGE>
<TABLE>
THE SERIES' ANNUAL EXPENSES(1)  (as a percentage of average net  assets)
<CAPTION>
                                   Management                     Other
                                   Fees After                    Expenses                     Total Series
                                   Expense Re-                 After Expense                    Operating
                                  mbursement(2)               Reimbursement(2)                  Expenses
                                  -------------               ----------------                ------------
<S>                                   <C>                        <C>                           <C>  
   
Emerging Growth(2)                    0.70%                      0.15%                         0.85%
Enterprise(2)                         0.42%                      0.18%                         0.60%
Growth and Income                     0.60%                      0.15%                         0.75%
Domestic Income(2)                    0.17%                      0.43%                         0.60%
Government(2)                         0.38%                      0.22%                         0.60%
Money Market(2)                       0.17%                      0.43%                         0.60%
Real Estate Securities                1.00%                      0.10%                         0.10%
Emerging Markets Equity               1.25%                      0.50%                         1.75%
International Magnum                  0.80%                      0.35%                         1.15%
Global Equity                         0.80%                      0.35%                         1.15%
Growth                                0.55%                      0.30%                         0.85%
Value                                 0.55%                      0.30%                         0.85%
Mid Cap Value                         0.75%                      0.30%                         1.05%
High Yield                            0.50%                      0.30%                         0.80%
Fixed Income                          0.40%                      0.30%                         0.70%
    
</TABLE>

Example(3)     If you  surrender  your  Contract  (or if you  annuitize  under
               circumstances  where a surrender  charge is  payable)(4) 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>
<CAPTION>
If all amounts are invested                    1 year          3 years          5 years        10 years
in one of the following                        ------          -------          -------        --------
Series:
<S>                                            <C>                <C>             <C>             <C>
   
Emerging Growth                                $  78              $ 118             N/A             N/A
Enterprise                                        75                110           $ 147           $ 239
Growth and Income                                 77                114             N/A             N/A
Domestic Income                                   75                110             147             239
Government                                        75                110             147             239
Money Market                                      75                110             147             239
Real Estate Securites                             80                125             N/A             N/A
Emerging Markets Equity                           87                144             N/A             N/A
International Magnum                              81                127             N/A             N/A
Global Equity                                     81                127             N/A             N/A
Growth                                            78                118             N/A             N/A
Value                                             78                118             N/A             N/A
Mid Cap Value                                     80                124             N/A             N/A
High Yield                                        78                118             N/A             N/A
Fixed Income                                      76                113             N/A             N/A
    
   
<FN>
     (1) The annual  expenses are estimated  for the current  fiscal year for the Emerging
Growth, Growth and Income, Real Estate Securities,  Emerging Markets Equity, International
Magnum,  Global  Equity,  Growth,  Value,  Mid Cap  Value,  High  Yield and  Fixed  Income
Portfolios  because none of the Series has  financial  statements  covering a period of at
least ten months.

     (2) If certain  voluntary  expense  reimbursements  from the investment  adviser were
terminated, management fees and other expenses would have been as set out in the following
table. Information about annual expenses excluding voluntary expense reimbursements is not
available for the other Portfolios since none of the other Series has financial statements
covering a period of at least ten months.
</FN>
    
</TABLE>

<TABLE>
<CAPTION>
                                                     Management             Other                  Total
                                                        Fees               Expenses               Expenses
<S>                                                     <C>                  <C>                    <C>  
   
Enterprise                                              0.50%                0.18%                  0.68%
Domestic Income                                         0.50%                0.43%                  0.93%
Government                                              0.50%                0.22%                  0.72%
    


                                       8

<PAGE>
   
Money Market                                            0.50%                0.43%                  0.93%
<FN>
     (3) In this  Example and the Example that  follows,  "N/A"  indicates  that SEC rules
require that the Emerging  Growth,  Growth and Income,  Real Estate  Securities,  Emerging
Markets Equity,  International Magnum, Global Equity, Growth, U.S. Real Estate, Value, Mid
Cap Value,  High Yield and Fixed Income  Portfolios  complete the Example for only the one
and three year periods.

     (4) For a description of the  circumstances  under which the Surrender  Charge may be
payable under annuitization, see "Surrender Charge."
</FN>
    
</TABLE>

Example        If you do not  surrender  your  Contract  (or if you  annuitize
               under circumstances where a surrender charge is not payable)(5)
               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>
<CAPTION>
If all amounts are invested             1 year             3 years              5 years            10 years
in one of the following                 ------             -------              -------            --------
Series:
<S>                                     <C>                  <C>                 <C>                   <C> 
   
Emerging Growth                         $ 24                 $ 73                  N/A                  N/A
Enterprise                                21                   65                $ 111                 $239
Growth and Income                         23                   69                  N/A                  N/A
Domestic Income                           21                   65                  111                  239
Government                                21                   65                  111                  239
Money Market                              21                   65                  111                  239
Real Estate Securities                    26                   80                  N/A                  N/A
Emerging Markets Equity                   33                   99                  N/A                  N/A
International Magnum                      27                   82                  N/A                  N/A
Global Equity                             27                   82                  N/A                  N/A
Growth                                    24                   73                  N/A                  N/A
Value                                     24                   73                  N/A                  N/A
Mid Cap Value                             26                   79                  N/A                  N/A
High Yield                                24                   73                  N/A                  N/A
Fixed Income                              22                   68                  N/A                  N/A
    
<FN>
     (5) For a description of the  circumstances  under which the Surrender  Charge may be
payable under annuitization, see "Surrender Charge."
</FN>
</TABLE>

     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, with respect to all of
the Series, on an estimated Average Account Value of $40,000.

                        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 this Prospectus, or in 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.


                                       9

<PAGE>

MINIMUM INVESTMENT REQUIREMENTS

     Your initial purchase payment must be at least $5,000.  The amount of any
subsequent  purchase  payment  that you make  must be at least  $100.  If your
Account  Value falls below $500,  we may cancel your  interest in the Contract
and treat it as a full  surrender.  We also may transfer funds from a Division
(other than the Money Market Division) or Guarantee Period under your Contract
without  charge to the Money  Market  Division  if the  Account  Value of that
Division or Guarantee  Period  falls below $500.  See  "Contract  Issuance and
Purchase Payments."

PURCHASE PAYMENT ACCUMULATION

     Purchase  payments will be accumulated on a variable or fixed basis until
the Annuity  Commencement  Date. For variable  accumulation,  you may allocate
part or all of your  Account  Value  to one or more of the  fifteen  available
Divisions of Separate  Account D. Each such Division  invests solely in shares
of one of fifteen  corresponding Series. See "The Series." As the value of the
investments  in  a  Series'  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 Guarantee  Periods  available in our Fixed Account
at the time you make your allocation. Each Guarantee Period is for a different
period of time and has a different  Guaranteed  Interest Rate. While allocated
to a Guarantee Period, the value of accumulated purchase payments increases at
the Guaranteed  Interest Rate  applicable to that Guarantee  Period.  See "The
Fixed Account."

     Over the lifetime of your Contract,  you may allocate part or all of your
Account Value to no more than eighteen Divisions and Guarantee  Periods.  This
limit  includes  those  Divisions  and  Guarantee  Periods from which you have
either transferred or withdrawn all of your Account Value previously allocated
to such Divisions or Guarantee Periods.

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 AGL, the amount of which is fixed
and  guaranteed  by AGL. The amount of the payments will depend on the Annuity
Payment Option chosen,  the age and, in some cases, sex of the Annuitant,  and
the total amount of Account Value applied to the fixed Annuity Payment Option.

     Variable Annuity Payments are similar to Fixed Annuity  Payments,  except
that the amount of each periodic payment from AGL will vary reflecting the net
investment  return of the Division or Divisions  chosen in  connection  with a
variable  Annuity  Payment  Option.  If the net investment  return for a given
month exceeds the assumed interest rate used in the Contract's annuity tables,
the monthly  payment  will be greater than the  previous  payment.  If the net
investment  return for a month is less than the  assumed  interest  rate,  the
monthly payment will be less than the previous  payment.  The assumed interest
rate used in the  Contract's  annuity  tables is 3.5%.  AGL may in the  future
offer other forms of the Contract  with a lower  assumed  interest  rate,  and
reserves the right to  discontinue  the offering of the higher  interest  rate
form of Contract. See "Annuity Period and Annuity Payment Options."


                                      10

<PAGE>
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.

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

DEATH PROCEEDS

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

LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS

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


                                      11

<PAGE>
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.

PERFORMANCE INFORMATION

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

     The performance  information  that may be presented is not an estimate or
guarantee of future  investment  performance and does not represent the actual
experience of amounts invested by a particular Owner.  Additional  information
concerning a Division's performance appears in the Statement.

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

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

     Average  annual  total  return  figures  include  the  deduction  of  all
recurring  charges  and  fees  applicable  under  the  Contract  to all  Owner
accounts,  including the Mortality and Expense Risk Charge, the Administrative
Expense Charge, the applicable Surrender Charge that may be imposed at the end
of the period in question, and a pro-rated portion of the Annual Contract Fee.
Yield,  effective yield,  total return, and cumulative total return figures do
not include the effect of any


                                      12
<PAGE>

Surrender  Charge  that may be imposed  upon the  redemption  of  Accumulation
Units, and thus may be higher than if such charge were deducted.  Total return
and  cumulative  total  return  figures  also do not include the effect of the
Annual Contract Fee.

     DIVISION PERFORMANCE.  The investment  performance for each Division that
invests in a  corresponding  Series of the Trust will  generally  reflect  the
investment  performance of that  corresponding  Series for the periods stated.
This information  appears in the Statement.  For periods prior to the date the
Contracts became available, the performance information for a Division will be
calculated on a hypothetical  basis by applying  current Separate Account fees
and  charges  under  the  Contract  to  the  historical   performance  of  the
corresponding  Series.  We may  waive or  reimburse  certain  fees or  charges
applicable to the Contract and such waivers or reimbursements will affect each
Divisions's performance results.

     Information about the experience of the investment advisers to the Series
of the Fund appears in the prospectus for the Fund.

FINANCIAL RATINGS

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

OTHER INFORMATION

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

                             FINANCIAL INFORMATION

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

     Financial  statements of AGL and Separate Account D, including  financial
information  about the  Divisions  which invest in the Series of the Trust are
included  in  the   Statement.   See  "Contents  of  Statement  of  Additional
Information."


                                      13

<PAGE>

                                      AGL

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

                              SEPARATE ACCOUNT D

     Separate  Account D was  originally  established on November 19, 1973 and
consists of thirty-seven  Divisions,  fifteen 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 AGL's general business and
the assets of Separate  Account D belong to AGL. 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 AGL may conduct,  but will
be  held  exclusively  to  meet  AGL'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 AGL.

                                  THE SERIES

     The variable benefits under the Contracts are funded by fifteen Divisions
of the  Separate  Account.  These  Divisions  invest in shares of six separate
investment Series of the Trust and nine separate Series of the Fund. The Trust
and the Fund offer shares of these Series, without sales charges,  exclusively
to insurance  company  variable  annuity and variable life insurance  separate
accounts and not  directly to the public.  The Trust and the Fund offer shares
to variable annuity and variable life insurance  separate accounts of insurers
that are not affiliated with AGL. 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 AGL. Nevertheless,
the Board of Trustees of the Trust and the Board of Directors of the Fund 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  Series  with
another  investment,  the  Series  may  have  to  liquidate  securities  on  a
disadvantageous basis.

     Any dividends or capital gain distributions attributable to Contracts are
automatically  reinvested in shares of the Series from which they are received
at the  Series'  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 Series and increasing,  by an equivalent value, the
number  of  shares  outstanding  of the  Series.  However,  the  value of your
interest in the corresponding Division will not change as a result of any such
dividends and distributions.


                                      14

<PAGE>

     The names of the  Series of the  Trust in which the  available  Divisions
invest are as follows:

                 VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST

   
                           Emerging Growth Portfolio
                           Enterprise Portfolio
                           Growth and Income Portfolio
                           Domestic Income Portfolio
                           Government Portfolio
                           Money Market Portfolio
                           Real Estate Securities Portfolio
    

Van Kampen American Capital Asset Management,  Inc. is the investment  adviser
of each Series of the Trust. Van Kampen American Capital  Distributors,  Inc.,
is the  distributor  of shares of each  Series of the  Trust.  The  investment
adviser and the distributor are wholly-owned  indirect  subsidiaries of Morgan
Stanley  Group Inc.  Morgan  Stanley Group Inc. and various of its directly or
indirectly owned subsidiaries,  including Morgan Stanley & Co. Incorporated, a
registered   broker-dealer   and   investment   adviser  and  Morgan   Stanley
International,  are  engaged  in a wide  range of  financial  services.  Their
principal  businesses  include  securities   underwriting,   distribution  and
trading;  merger,  acquisition,  restructuring  and  other  corporate  finance
advisor activities;  merchant banking;  stock brokerage and research services;
asset management;  trading of futures, options, foreign exchange,  commodities
and swaps  (involving  foreign  exchange,  commodities,  indices and  interest
rates);  real estate  advice,  financing and  investing;  and global  custody,
securities clearance services and securities lending.

     The  names of the  Series of the Fund in which  the  available  Divisions
invest are as follows:

                 MORGAN STANLEY UNIVERSAL FUNDS, INC.

   
                           Emerging Markets Equity Portfolio
                           International Magnum Portfolio
                           Global Equity Portfolio
                           Growth Portfolio
                           Value Portfolio
                           Mid Cap Value Portfolio
                           High Yield Portfolio
                           Fixed Income Portfolio

     Morgan Stanley Asset  Management  Inc. Is the  investment  adviser of the
Emerging  Markets  Equity,  International  Magnum,  Global  Equity  and Growth
Portfolios.  Miller Anderson & Sherrerd,  LLP is the investment adviser of the
Value, Mid Cap Value, High Yield and Fixed Income Portfolios.
    

     Before  selecting any Division,  you should carefully read the prospectus
that  includes  more  complete  information  about the  Series  in which  that
Division invests,  including investment  objectives and policies,  charges and
expenses.  You can find  information  about the investment  performance of the
Series of the Trust in the Statement and  information  about the experience of
the  investment  advisers to the Series of the Fund in the  prospectus for the
Fund.  You may obtain  additional  copies of such a prospectus  by  contacting
AGL's Annuity Administration  Department at the addresses and


                                      15

<PAGE>

phone number set forth on the cover page of this Prospectus.  When making your
request,  please  specify  the single or the  several  Series in which you are
interested.

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

VOTING PRIVILEGES

     The Owner prior to the Annuity  Commencement  Date and the  Annuitant  or
other payee during the Annuity Period will be entitled to give us instructions
as to  how  Series  shares  held  in  the  Divisions  of  Separate  Account  D
attributable  to their Contract should be voted at meetings of shareholders of
the Series.  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
Series that it holds of record in accordance with  instructions  received with
respect to all AGL annuity contracts participating in that Series.

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

     Prior to the Annuity Commencement Date, the number of votes each Owner is
entitled to direct  with  respect to a  particular  Series is equal to (a) the
Owner's Variable Account Value attri butable to that Series divided by (b) the
net asset  value of one share of that  Series.  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  Series 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.

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

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


                                      15

<PAGE>

                               THE FIXED ACCOUNT

     AMOUNTS IN THE FIXED ACCOUNT OR SUPPORTING  FIXED ANNUITY PAYMENTS BECOME
PART OF OUR GENERAL ACCOUNT. BECAUSE OF EXEMPTIVE AND EXCLUSIONARY PROVISIONS,
INTERESTS IN THE GENERAL ACCOUNT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, NOR IS THE GENERAL  ACCOUNT  REGISTERED AS AN INVESTMENT  COMPANY
UNDER THE 1940 ACT. WE HAVE BEEN ADVISED THAT THE STAFF OF THE  SECURITIES AND
EXCHANGE  COMMISSION HAS NOT REVIEWED THE  DISCLOSURES IN THIS


                                      16
<PAGE>

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 AGL 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 AGL, and Owners have no legal rights in such investments.

     Account Value that is allocated by the Owner to the Fixed Account earns a
Guaranteed  Interest Rate  commencing with the date of such  allocation.  This
Guaranteed Interest Rate continues for a number of years selected by the Owner
from among the Guarantee Periods that we then offer. At the end of a Guarantee
Period, the Owner's Account Value in that Guarantee Period, including interest
accrued  thereon,  will be  allocated  to a new  Guarantee  Period of the same
length  unless AGL 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
extends beyond the scheduled Annuity  Commencement  Date, we will nevertheless
contact the Owner regarding the scheduled  Annuity  Commencement  Date. If the
Owner elects to annuitize in this  circumstance,  the Surrender  Charge may be
waived. (See "Annuity Payment Options" and "Surrender  Charge.") The first day
of the new Guarantee Period (or other  reallocation) will be the day after the
end of the prior Guaran tee Period.  We will notify the Owner at least 30 days
and not more than 60 days  prior to the end of any  Guarantee  Period.  If the
Owner's Account Value in a Guarantee  Period is less than $500, we reserve the
right to  automatically  transfer  without  charge,  the  balance to the Money
Market Division at the end of that Guarantee  Period,  unless we have received
in good order  Written  instructions  to transfer  such balance to a different
Division.

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

     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


                                      17
<PAGE>

Guarantee  Period with  respect to that  amount,  which will earn a Guaranteed
Interest Rate that will continue  unchanged until the end of that Period.  The
Guaranteed  Interest  Rate  will  never be less  than the  minimum  Guaranteed
Interest Rate stated in your Contract.  Currently we make available a one year
Guarantee  Period,  and no others.  However we reserve the right to change the
Guarantee Periods that we are making available at any time.

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

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

                    CONTRACT ISSUANCE AND PURCHASE PAYMENTS

     The  minimum  initial  purchase  payment  is  $5,000.  The  amount of any
subsequent purchase payment allocated to any Division or Guarantee Period must
be at least  $100.  We  reserve  the right to modify  these  minimums,  in our
discretion.

     An  application  to  purchase a Contract  must be made by signed  Written
application  form  provided by AGL or by such other medium or format as may be
agreed  to by AGL  and Van  Kampen  American  Capital  Distributors,  Inc.  as
distributor  of  the  Contracts.   When  a  purchase  payment  accompanies  an
application to purchase a Contract and the application is properly  completed,
we will either process the application, credit the purchase payment, and issue
the Contract or reject the application and return the purchase  payment within
two Valuation Dates after receipt of the application at our Home Office.

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

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

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


                                      18
<PAGE>

subsequent  purchase  payments should be made payable to American General Life
Insurance  Company and forwarded  directly to our Home Office.  We also accept
purchase payments by wire or by exchange from another insurance  company.  You
may obtain further  information  about how to make purchase payments by either
of these  methods from your sales  representative  or from us at the addresses
and telephone numbers on the cover page of this Prospectus.  Purchase payments
pursuant to salary reduction plans may be made only with our agreement.

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

                              OWNER ACCOUNT VALUE

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

VARIABLE ACCOUNT VALUE

     Your Variable Account Value as of any Valuation Date prior to the Annuity
Commencement  Date is the sum of your Variable Account Values in each Division
of Separate Account D as of that date. Your Variable Account Value in any such
Division  is the  product  of the  number of your  Accumulation  Units in that
Division  multiplied  by the  value of one such  Accumulation  Unit as of that
Valuation Date. There is no guaranteed  minimum Variable Account Value. To the
extent that your Account  Value is  allocated to Separate  Account D, you bear
the entire risk of investment losses.

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

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

     The net  investment  factor for a Division is  determined by dividing (1)
the net asset  value  per share of the  Series  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
Series shares held by the Division during the current Valuation Period, by (2)
the net asset  value per share of the Series  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.


                                      19

<PAGE>

FIXED ACCOUNT VALUE

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

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

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

TRANSFERS

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

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

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

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


                                      20

<PAGE>

     If the  person  or  persons  that are  entitled  to make  transfers  have
provided a Written request for the Telephone  Transfer  Privilege form that is
on file with us,  transfers  may be made  pursuant to telephone  instructions,
subject to the terms of the Telephone  Transfer  Privilege  authorization.  We
will honor telephone  transfer  instructions  from any person who provides the
correct  information,  so  there  is  a  risk  of  possible  loss  to  you  if
unauthorized  persons use this  service in your name.  Currently we attempt to
limit the availability of telephone transfer instructions only to the Owner of
the Contract for which instruction is received.  Under the Telephone  Transfer
Privilege we are not liable for any acts or omissions based upon  instructions
that we reasonably believe to be genuine, including losses arising from errors
in the communication of transfer instructions.  We have established procedures
for accepting telephone transfer  instructions,  which include verification of
the Contract  number,  the identity of the caller,  both the  Annuitant's  and
Owner's names, and a form of personal  identification from the caller. We will
mail to the  Owner a  written  confirmation  of the  transaction.  If  several
persons seek to effect  telephone  transfers at or about the same time,  or if
our recording equipment  malfunctions,  it may be impossible for you to make a
telephone  transfer at the time you wish. If this occurs,  you should submit a
Written transfer request. Also, if, due to malfunction or other circumstances,
the  recording  of  your   telephone   request  is  incomplete  or  not  fully
comprehensible,  we will not process  the  transaction.  The phone  number for
telephone exchanges is 1-800-200-3883.

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

AUTOMATIC REBALANCING

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

     Automatic  Rebalancing  occurs when funds are transferred by us among the
Separate  Account  Divisions  so that the  values in each  Division  match the
Owner's  percentage  allocation  for  Automatic  Rebalancing  then in  effect.
Automatic  Rebalancing  is  available on a  quarterly,  semi-annual  or annual
basis,  measured from the Contract  Anniversary  date. A Contract  Anniversary
date  which  falls on the  29th,  30th,  or 31st of the month  will  result in
Automatic  Rebalancing as of the 1st of the next month.  Automatic Rebalancing
does not permit  transfers to or from any Guarantee  Period.  Transfers  under
Automatic  Rebalancing  will not count towards the twelve free  transfers each
Contract Year, and will not incur a $25 charge.

SURRENDERS AND PARTIAL WITHDRAWALS

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

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


                                      21
<PAGE>

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

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

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

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

                  ANNUITY PERIOD AND ANNUITY PAYMENT OPTIONS

ANNUITY COMMENCEMENT DATE

     The Owner may select  the  Annuity  Commencement  Date when  applying  to
purchase a  Contract  and may  change a  previously-selected  date at any time
prior to the  beginning of an Annuity  Payment  Option by submitting a Written
request, subject to Company approval. The Annuity Commencement Date may be any
day of any  month up to the  Annuitant's  one  hundredth  birthday  inclusive.
(Pennsylvania   has  special   limitations   which  may  require  the  Annuity
Commencement Date to be as early as age 85 but in no event beyond age 90.) 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.


                                      22

<PAGE>

APPLICATION OF OWNER ACCOUNT VALUE

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

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

FIXED AND VARIABLE ANNUITY PAYMENTS

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

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

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

ANNUITY PAYMENT OPTIONS

     The  Owner may  elect to have  annuity  payments  made  beginning  on the
Annuity  Commence  ment Date  under  any one of the  Annuity  Payment  Options
described below. We will notify the Owner 60 to 90 days prior to the scheduled
Annuity  Commencement  Date that the  Contract  is  scheduled  to mature,  and
request  that an  Annuity  Payment  Option be  selected.  If the Owner has not
selected an Annuity Payment Option ten days prior to the Annuity  Commencement
Date, we will


                                      23
<PAGE>

proceed as follows: (1) if the scheduled Annuity Commencement Date is any date
prior to the  Annuitant's one hundredth  birthday,  we will extend the Annuity
Commencement  Date to the  Annuitant's one hundredth  birthday;  or (2) if the
scheduled Annuity Commencement Date is the Annuitant's one hundredth birthday,
the Account Value less any  applicable  charges and premium taxes will be paid
in one sum to the Owner.  This procedure is different in Pennsylvania  because
the Annuity Commencement Date cannot exceed age 90.

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

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

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

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

     Information  about the  relationship  between the Annuitant's sex and the
amount of annuity payments,  including requirements for gender-neutral annuity
rates in certain states and in connection with certain  employee benefit plans
is set forth under "Gender of Annuitant"  in the  Statement.  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. If this option is selected on a variable basis,  the designated  period
may  not   exceed   the   life   expectancy   of  such   Annuitant   or  other
properly-designated payee.

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


                                      25
<PAGE>

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.  If
a transfer  would  cause the value that is  attributable  to a Contract in any
Division to fall below $500,  we reserve the right to transfer  the  remaining
balance in that  Division  in the same  proportion  as the  transfer  request.
Transfers  will be  effected  at the end of the  Valuation  Period in which we
receive the Written transfer request at our Home Office.  We reserve the right
to terminate or restrict transfers at any time.

                                DEATH PROCEEDS

DEATH PROCEEDS PRIOR TO THE ANNUITY COMMENCEMENT DATE

     The death proceeds  described below are payable to the Beneficiary  under
the Contract if, prior to the Annuity  Commencement Date, any of the following
events  occurs:  (a) the Annuitant  dies and no Contingent  Annuitant has been
named  under a  Non-Qualified  Contract;  (b) the  Annuitant  dies and we also
receive  proof of death of any named  Contingent  Annuitant;  or (c) the Owner
(including  the first to die in the case of joint  Owners) of a  Non-Qualified
Contract  dies,  regardless  of  whether  said  deceased  Owner  was  also the
Annuitant  (however,  if the Beneficiary is the Owner's surviving spouse,  the
Beneficiary  may elect to continue  the  Contract as  described  in the second
paragraph  below).  The death  proceeds,  prior to deduction of any applicable
premium  taxes,  will equal the  greatest  of (1) the sum of all net  purchase
payments  made  (less  any  previously-deducted  premium  taxes  and all prior
partial  withdrawals),  (2) the  Owner's  Account  Value  as of the end of the
Valuation Period in which we receive,  at our Home Office,  proof of death and
the  Written  request  as to  the  manner  of  payment,  or  (3)  the  Highest
Anniversary Value prior to the date of death, as defined below.

     The  Highest  Anniversary  Value  prior  to the  date  of  death  will be
determined as follows:

          First,  we will  calculate the Account  Values at the end of each of
          the  past  Contract   Anniversaries   that  occurred  prior  to  the
          deceased's 81st birthday;

          Second,  each of the Account  Values will be increased by the amount
          of net purchase  payments made since the end of such Contract Years;
          and

          Third,  the result will be reduced by the amount of any  withdrawals
          made since the end of such Contract Years.


                                      26
<PAGE>

     The Highest  Anniversary  Value will be an amount equal to the highest of
such values.  The Highest  Anniversary  Value will not be calculated after the
81st birthday.  Net purchase  payments are purchase  payments less  applicable
premium tax.

     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.

     If the Owner has not already done so, the  Beneficiary  may, within sixty
days after the date the death 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  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 previously  named  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.


                                      27
<PAGE>

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.

                          CHARGES UNDER THE CONTRACTS

PREMIUM TAXES

     When applicable,  we will deduct an amount to cover premium taxes imposed
by certain  states.  We may deduct such  amount  either at the time the tax is
imposed or later.  Such deduction may be made, in accordance  with  applicable
state law:

(1)  from purchase payment(s) when received; or
(2)  from the Owner's Account Value at the time annuity payments begin; or
(3)  from the amount of any partial withdrawal; or
(4)  from  proceeds  payable  upon  termination  of the Contract for any other
     reason,  including  death of the Annuitant or Owner,  or surrender of the
     Contract.

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

     Applicable  premium tax rates depend upon the Owner's  then-current place
of residence. Applicable rates currently range from 0% to 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 first seven years after it was received.
The  percentage  declines  depending  on how many years have passed  since the
withdrawn  purchase payment was originally  credited to your Account Value, as
follows:

<TABLE>
<CAPTION>
                                                           SURRENDER CHARGE AS A
        YEAR OF PURCHASE                                   PERCENTAGE OF PURCHASE
        PAYMENT WITHDRAWAL                                 PAYMENT WITHDRAWN
<S>                                                                 <C>
               1st                                                  6%
               2nd                                                  6%
               3rd                                                  5%


                                      28
<PAGE>

               4th                                                  5%
               5th                                                  4%
               6th                                                  3%
               7th                                                  2%
               Thereafter                                           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.

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

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

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

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

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

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

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

     If the  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".

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

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


                                      29
<PAGE>

limitation.  For  withdrawals  under a systematic  withdrawal  plan,  Purchase
Payments  credited  for 30  days  or  more  are  eligible  for  the  10%  free
withdrawal.

   
     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.  For example,  under certain circumstances the income
and estate tax benefits of a charitable  remainder trust may be available only
if assets are withdrawn  from a Contract  funding such trust more rapidly than
the 10% free withdrawal  privilege would permit.  This exception is subject to
our approval.
    

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

TRANSFER CHARGES

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

ANNUAL CONTRACT FEE

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

CHARGE TO SEPARATE ACCOUNT D

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


                                      30
<PAGE>

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

MISCELLANEOUS

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

SYSTEMATIC WITHDRAWAL PLAN

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

ONE-TIME REINSTATEMENT PRIVILEGE

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

REDUCTION IN 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.

                      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.


                                      31
<PAGE>

LONG-TERM CARE

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

TERMINAL ILLNESS

     The rider also provides that no Surrender  Charge will apply to a partial
withdrawal  or total  surrender  if we have  received  a  physician's  Written
certification  that the Annuitant is  considered to be 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 AGL 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 AGL.

OWNERS, ANNUITANTS, AND BENEFICIARIES; ASSIGNMENTS

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

     The  Beneficiary  and any  Contingent  Beneficiary  are  designated  when
applying to purchase a Contract.  A Beneficiary or Contingent  Beneficiary may
be changed by the Owner  prior to the  Annuity  Commencement  Date,  while the
Annuitant is still alive, and by the payee following the Annuity  Commencement
Date.  Any  designation  of a new  Beneficiary  or Contingent  Beneficiary  is
effective as of the date it is signed but will not affect any payments we make
or action we take  before  receiving  the  Written  request.  We also need the
Written consent of any irrevocably-named Beneficiary or Contingent Beneficiary
before making a change. Under certain retirement programs, spousal consent may
be  required  to name a  Beneficiary  other  than the  spouse  or to  change a
Beneficiary to a person other than the spouse.  We are not responsible for the
validity of any designation of a Beneficiary or Contingent Beneficiary.

     If no named  Beneficiary or Contingent  Beneficiary is living at the time
any payment is to be made, the Owner will be the Beneficiary,  or if the Owner
is not then living, the Owner's estate will be the Beneficiary.

     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."


                                      32
<PAGE>

REPORTS

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

RIGHTS RESERVED BY US

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

PAYMENT AND DEFERMENT

     Amounts  surrendered  or withdrawn  from a Contract will normally be paid
within seven  calendar days after the end of the Valuation  Period in which we
receive the Written surrender or withdrawal request in good order. In the case
of payment of death proceeds, if we do not receive a Written request as to the
manner of payment within 60 days after the death proceeds become payable,  any
death  benefit  proceeds  will be paid as a lump sum,  normally  within  seven
calendar days after the end of the Valuation Period that contains the last day
of said 60 day period.  We reserve  the right,  however,  to defer  payment or
transfers of amounts out of the Fixed  Account for up to six months.  Also, we
reserve the right to defer  payment of that portion of your Account Value that
is attributable to a purchase payment made by check for a reasonable period of
time (not to exceed 15 days) to allow the check to clear the banking system.

     Finally,  we  reserve  the right to defer  payment of any  surrender  and
annuity  payment  amounts  or death  benefit  amounts  of any  portion  of the
Variable Account Value if (a) the New York Stock Exchange is closed other than
customary  weekend  and  holiday  closings,  or  trading on the New York Stock
Exchange is restricted; (b) an emergency exists, as a result of which disposal
of  securities  is  not  reasonably   practicable  or  it  is  not  reasonably
practicable  to  fairly  determine  the  Variable  Account  Value;  or (c) the
Securities  and  Exchange  Commission  by  order  permits  the  delay  for the
protection  of Owners.  Transfers and  allocations  of Account Value among the
Divisions   and  the  Fixed   Account  may  also  be  postponed   under  these
circumstances.



                                      33

<PAGE>

                          FEDERAL INCOME TAX MATTERS

GENERAL

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

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

     The discussion  does not address state or local tax, estate and gift tax,
or social security 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 Series that are
"adequately  diversified" in accordance with Treasury Department  regulations.
Although we do not control the Series,  the investment  advisers to the Series
have  undertaken to use their best efforts to operate the Series in compliance
with these diversification requirements. A Contract investing in a Series that
failed  to meet the  diversification  requirements  would  subject  Owners  to
current taxation of income in the Contract that has not previously been taxed.
Income means the excess of the Account  Value over the Owner's  investment  in
the Contract (discussed below).

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

     Owners  that  are  not  natural  persons  --  that  is,  Owners  such  as
corporations -- are taxed 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,


                                      34
<PAGE>

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 issued by us to the
same Owner  during any  calendar  year are to be  aggregated  for  purposes of
determining the amount of any distribution that is includible in gross income.

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

     PAYMENT OF DEATH PROCEEDS. Special rules apply to the distribution of any
death proceeds payable under the Contract. See "Death Proceeds."

     ASSIGNMENTS AND LOANS.  An assignment,  loan, or pledge with respect to a
Non-Qualified Contract is taxed in the same manner as a partial withdrawal, as
described above.  Repayment of a loan or release of an assignment or pledge is
treated as a new purchase payment.

INDIVIDUAL RETIREMENT ANNUITIES ("IRAS")

     PURCHASE PAYMENTS.  Individuals who are not active  participants in a tax
qualified  retirement plan may, in any year,  deduct from their taxable income
purchase  payments  for an IRA  equal to the  lesser  of $2,000 or 100% of the
individual's  earned income. In the case of married individuals filing a joint
return, the deduction will, in general, be the lesser of $4,000 or 100% of the
combined  earned income of both  spouses,  reduced by any deduction for an IRA
purchase  payment  allowed to the spouse.  Single persons who participate in a
tax-qualified retirement plan and who have adjusted gross income not in excess
of  $25,000  may fully  deduct  their IRA  purchase  payments.  Those who have


                                      35
<PAGE>

adjusted gross income in excess of $35,000 will not be able to deduct purchase
payments, and for those with adjusted gross income between $25,000 and $35,000
the  deduction  is phased out based on the amount of  income.  Similarly,  the
otherwise deductible portion of an IRA purchase payment will be phased out, in
the case of married individuals filing joint tax returns,  with adjusted gross
income  between  $40,000 and $50,000,  and in the case of married  individuals
filing  separately,  with  adjusted  gross  income  between  $0  and  $10,000.
Individuals  who are  precluded  from  deducting  all or a  portion  of  their
purchase payments because of participation in a tax-qualified  retirement plan
may still make  non-deductible  contributions  on which  earnings  will be tax
deferred.  The total of deductible and  non-deductible  contributions  may not
exceed  the  lesser of $2,000  or 100% of  earned  income,  or, in the case of
married individuals filing a joint return, the lesser of $4,000 or 100% of the
combined earned income of both spouses.

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

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

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

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.


                                      36
<PAGE>

SIMPLE RETIREMENT ACCOUNTS

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

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.  A
lump-sum  distribution  will  not be  includible  in  income  in the  year  of
distribution if the employee transfers, within 60 days of receipt, all amounts
received,  less  the  employee's  investment  in  the  Contract),  to  another
tax-qualified  plan  or to an  individual  retirement  account  or an  IRA  in
accordance with the rollover rules under the Code. However, any amount that is
not  distributed  as a direct  rollover  will be  subject  to 20%  income  tax
withholding.  See "Tax Free Rollovers." Special tax treatment may be available
in the case of certain  lump-sum  distributions  that are not  rolled  over to
another plan or IRA.

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

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

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


                                      37
<PAGE>

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   $160,000)   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, or retirement
in appropriate  circumstances,  has been satisfied. If, under this aggregation
procedure,  you are  relying on  distributions  pursuant  to  another  annuity
contract  to satisfy the minimum  distribution  requirement  under a Qualified
Contract issued by us, you must sign a waiver  releasing us from any liability
to you for not  calculating  and  reporting  the amount of taxes and penalties
payable for failure to make required minimum distributions under the Contract.

TAXES PAYABLE BY AGL AND SEPARATE ACCOUNT D

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


                                      38
<PAGE>

     Certain  Series may elect to pass  through to AGL any taxes  withheld  by
foreign taxing  jurisdictions on foreign source income.  Such an election will
result in  additional  taxable  income and  income  tax to AGL.  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 AGL.

                           DISTRIBUTION ARRANGEMENTS

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

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

                                 LEGAL MATTERS

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

                           OTHER INFORMATION ON FILE

     A Registration  Statement has been filed with the Securities and Exchange
Commission  under the  Securities  Act of 1933 with  respect to the  Contracts
discussed  in this  Prospectus.  Not all of the  information  set forth in the
Registration  Statement  and  exhibits  thereto  has  been  included  in  this
Prospectus.  Statements contained in this Prospectus  concerning the Contracts
and other  legal


                                      39
<PAGE>

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 is available from us on request. Its contents are as follows:


<TABLE>
                CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION


<S>                                                                        <C>
General Information .....................................................  2
Regulation and Reserves .................................................  2
Independent Auditors.....................................................  2
Services.................................................................  3
Principal Underwriter....................................................  3
Annuity Payments.........................................................  3
  A.  Gender of Annuitant................................................  3
  B.  Misstatement of Age or Sex and Other Errors .......................  3
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 ......................................  4
Effect of Tax-Deferred Accumulation......................................  8
Financial Statements.....................................................  9
Index to Financial Statements ........................................... 10
</TABLE>


                                      40

<PAGE>
            (THE FOLLOWING DOCUMENTS ARE NOT PART OF A PROSPECTUS)

                         GENERATIONS VARIABLE ANNUITY
                         DISCLOSURES AND FORMS SECTION

<TABLE>
                                     INDEX

<S>                                                                    <C>
Individual Retirement Annuity
Disclosure Statement and Financial Dislcosure . . . . . . . . . . . .  page 1

1035 Exchange Instructions. . . . . . . . . . . . . . . . . . . . . .  page 9

Qualified and Non Qualified Funds Transfer Instructions . . . . . . .  page 10

Absolute Assignment Form  . . . . . . . . . . . . . . . . . . . . . .  page 11

Qualified Funds Transfer Form . . . . . . . . . . . . . . . . . . . .  page 13

Non-Qualifed Funds Transfer Form. . . . . . . . . . . . . . . . . . .  page 14

Change Request Form . . . . . . . . . . . . . . . . . . . . . . . . .  page 15

Systematic Withdrawals Request Form . . . . . . . . . . . . . . . . .  page 17

Automatic Additional Purchase Payment Form. . . . . . . . . . . . . .  page 19

Change of Beneficiary Form. . . . . . . . . . . . . . . . . . . . . .  page 21

Statement of Additional Information Request Form. . . . . . . . . . .  page 23
</TABLE>

<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 AFTER DECEMBER 31, 1996.

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 you are not an active
participant (see A. below), you may make a contribution of up to the lesser of
$2,000 or 100% of  compensation  and take a  deduction  for the entire  amount
contributed.  If you are a married  individual filing a joint return, and your
compensation is less than your spouse's,  the deduction  will, in general,  be
the lesser of $4,000 or 100% of the combined  earned  income of both  spouses,
reduced by any deduction for an IRA purchase  payment  allowed to your spouse.
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


                                    Page 1
<PAGE>

is added to your account or you are eligible to earn retirement  credits.  For
example,  if you are covered under a profit-sharing  plan,  certain government
plans,  a  salary  reduction  arrangement  (such  as a tax  sheltered  annuity
arrangement or a 401(k) plan), a Simplified  Employee  Pension  program (SEP),
any  Simple  Retirement  Account  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
$4,000 if you are married, file a joint return and earn less compensation than
your spouse). 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


                                    Page 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 Threshold Level is $25,000
     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,  each
spouse  may  still  contribute  to  an  IRA  and  calculate  their  deductible
contribution to each IRA as in Example 2.

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

     His AGI is $1,500
     His Threshold Level is $0
     His Excess AGI is (AGI - Threshold Level) or $1,500-$0) = $1,500
     His Maximum Allowable Deduction is $2,000 

     So, his IRA deduction limit is:

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

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


                                    Page 3

<PAGE>

                     NON-DEDUCTIBLE CONTRIBUTIONS TO IRAs

Even if you are above the  Threshold  Level and thus may not make a deductible
contribution  of up to  $2,000  (or  up to  $4,000  in  the  case  of  married
individuals filing a joint return),  you may still contribute up to the lesser
of 100% of  compensation  or $2,000 to an IRA  ($4,000  in the case of married
individuals  filing a joint return).  The amount of your contribution which is
not deductible will be a non-deductible  contribution to the IRA. You may also
choose to make a contribution  non-deductible  even if you could have deducted
part or all of the  contribution.  Interest  or  other  earnings  on your  IRA
contribution,  whether from deductible or non-deductible  contributions,  will
not be taxed until taken out of your IRA and distributed to you.

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

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

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

                               IRA DISTRIBUTIONS

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

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

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


                                    Page 4

<PAGE>

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

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

     Year              Deductible                            Non-deductible
     ----              ----------                            --------------
     1986               $ 2,000
     1987                 1,800
     1990                 1,000                                 $ 1,000
     1992                   600                                   1,400
                        -------                                 -------
                        $ 5,400                                 $ 2,400

     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).

In 1995, the  individual  takes a  distribution  of $3,000.  The total account
balance in the IRAs on  12/31/95  before  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.

                              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


                                    Page 5

<PAGE>

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
ss.1.401(a)(31)-1, ss.1.402(c)-2T and ss.31.3405(c)-1.

                     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  ss.72(t),  unless the
distribution  (a)  occurs  because  of your  death or  disability,  (b) is for
certain  medical  care  expenses  or to an  unemployed  individual  for health
insurance  premiums,  (c) is received  as a part of a series of  substantially
equal payments over your life or life expectancy, (d) is received as a part of
a series of substantially  equal payments over the lives or life expectancy of
you and your beneficiary, or (e) the distribution is contributed to a rollover
IRA.

                             MINIMUM DISTRIBUTIONS

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

If you do not satisfy the minimum distribution requirements, then, pursuant to
Code  ss.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 ss.4975.

Borrowing any money from this IRA would,  under Code  ss.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 ss.408(e)(4), cause the portion so
used to be treated as a taxable distribution.


                                    Page 6

<PAGE>

                             EXCESS CONTRIBUTIONS

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

                                 IRS APPROVAL

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

This disclosure statement is intended to provide an overview of the applicable
tax laws relating to Individual Retirement Arrangements. It is not intended to
constitute a comprehensive explanation as to the tax consequences of your IRA.
AS WITH ALL SIGNIFICANT  TRANSACTIONS SUCH AS THE ESTABLISHMENT OR MAINTENANCE
OF, OR WITHDRAWAL  FROM AN IRA,  APPROPRIATE  TAX AND LEGAL COUNSEL  SHOULD BE
CONSULTED.  Further  information  may also be acquired by contacting  your IRS
District Office or consulting IRS Publication 590.

                             FINANCIAL DISCLOSURE
   (GENERATIONS VARIABLE ANNUITY, FORM NOS. 95020 REV 896 AND 95021 REV 896)

   
This Financial  Disclosure is applicable to IRAs using a Generations  Variable
Annuity  (contract form numbers 95020 Rev 896 or 95021 Rev 896) purchased from
American General Life Insurance Company on or after January 2, 1997.
    

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

CHARGES:

     (a) Annual  contract  maintenance  charges of $30  deducted at the end of
         each contract year (waived if cumulative  contributions  are $100,000
         or more).

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

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

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


                                    Page 7

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

     (g) Each variable division will be charged a fee for asset management and
         other expenses  deducted directly from the underlying fund during the
         Accumulation and Payout Phase. Total fees will range between .60% and
         1.25%.


                                    Page 8

<PAGE>

                          1035 EXCHANGE INSTRUCTIONS

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

1. PROCESSING RULES

   A 1035 exchange is one that qualified under IRC Section 1035 guidelines.

   A 1035 exchange is for non-qualified funds only.

   The Home Office does not offer tax advice.  Applicants  and  contractowners
   should contact their own tax advisors.

   To qualify as a 1035 exchange, the following contract types are required:

   * An  annuity  or  life  insurance  contract  in  exchange  for an  annuity
     contract.

   In addition, the following contract type exchanges are required:

   * Individual contract to individual contract.
   * Joint contract to joint contract, and
   * Two individual  contracts on same  annuitant(s) with the same owner(s) to
     individual or joint contract.

   The annuitant  and owner on the exchanged  contract must be the same on the
   new contract.

   To  qualify  as a full 1035  exchange,  all  existing  cash  value  must be
   transferred to the new contract and none of the cash value can be refunded.

   Money from a 1035 exchange cannot be added to an existing annuity contract,
   it mst fund a new contract.

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

2. FORMS REQUIREMENTS

   Annuity  Application  (form  number  which  is  approved  in the  state  of
   application).

   Replacement form as required by state, if applicable.

   Absolute Assignment form (L8714) for IRC Section 1035(A) Exchange.

   External company's contract/policy or lost contract/policy statement.

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

3. SIGNATURE REQUIREMENTS

   The  annuitant  of the new  application  (age 15 or  older)  must  sign the
   Annuity Application.

   The proposed  owner of the new contract  must sign the Annuity  Application
   and the Absolute Assignment Form (L8714).

   If the owner is a trust, the trustee must sign the application and Absolute
   Assignment Form (L8714) along with the trustee's title.

                                    Page 9
<PAGE>

                       QUALIFIED AND NON QUALIFIED FUNDS
                             TRANSFER INSTRUCTIONS

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

 1. PROCESSING RULES

    A  transfer  occurs  when  an  existing   policy/contract  or  account  is
    liquidated and proceeds are forwarded to another company or to the client.

    There are three types of transfers:

    * Trustee-to-Trustee  (or Custodian) transfer:  Proceeds are sent from one
      company directly to another company to fund a like plan (Example: TSA or
      TSA, IRA to IRA, Nonqualified to Nonqualified).

    * Direct Rollover:  Proceeds are sent from one company directly to another
      company to fund a different type of plan  (Example:  TXA to IRA, 401k to
      IRA, etc.).

    * Rollover:  Proceeds are not sent from the original company to the owner.
      The owner then forwards the check to the new company within 60 days.

    Partial transfers are allowed.

    Please consult a tax advisor for any tax consequences.

    These types of transfers  are not 1035  exchanges and do not qualify under
    IRC Section 1035 guidelines.

    A transfer may be qualified or nonqualified.

    NOTE:  The Home Office is  responsible  for  qualified  administration  of
    IRAs/SEPs only. Other than IRA's,  qualified plans'  administration is the
    responsibility of the customer or plan administrator. The Home Office does
    not provide a plan prototype.

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

 2. FORM REQUIREMENTS  

    Annuity  Application  (form  number  which  is  approved  in the  state of
    application).

    Replacement  form as  required  by  state,  if  applicable,  and only when
    another annuity contract is being replaced.

    External   company/institution's   contract   or  lost   contract/contract
    statement.

    Qualified  Funds  Transfer Form (L6742) if the funds are qualified and the
    Home Office is to request the funds.

    Non-Qualified  Funds  Transfer  Authorization  (L8190)  if the  funds  are
    non-qualified  and coming from a  non-insurance/annuity  contract  and the
    Home Office is to request the funds.

    If the plan type is IRA, refer the customer to the IRA disclosure attached
    to the prospectus.

    If the plan type is SEP, submit IRA Form 5305 with the application.

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

 3. SIGNATURE REQUIREMENTS  

    The  annuitant/proposed  owner of the new contract  (age 15 or older) must
    sign the Annuity Application (if different individuals, both must sign).

    The owner  must sign the  Qualified  Funds  Transfer  Form  (L6742) or the
    Non-Qualified   Funds  Transfer   Authorization   (L8190)   (whichever  is
    applicable).

    If the  owner  is a trust,  then  the  trustee's  signature  and  title is
    required on all appropriate forms.


                                    Page 10

<PAGE>

                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                 Subsidiaries of American General Corporation
                    P.O. Box 1401 Houston, Texas 77251-1401

                                                       [American General Logo]

                              ABSOLUTE ASSIGNMENT
             TO EFFECT A SECTION 1035(a) EXCHANGE AND ROLLOVER OF
                    A LIFE INSURANCE OR AN ANNUITY CONTRACT

 -----------------------------------------------------------------------------
 TO BE COMPLETED ON THE EXISTING CONTRACT:

 Contract No.:________________________    Cash Value:_________________________
 Annuitant/Insured:___________________    Insurer:____________________________
 Owner:_______________________________    Address_____________________________
                                          of Insurer:_________________________
 -----------------------------------------------------------------------------

 I hereby assign and transfer to American  General Life Insurance  Company all
 rights,  title and  interest of every nature and transfer to character in and
 to the contract described above (contract) in an exchange intended to qualify
 under  Section  1035(a) of the Internal  Revenue  Code.  In  accordance  with
 Section  1035 and its  regulations,  the Owner and  Annuitant on the contract
 described above will be the same as on the contract to be issued.

 I understand that if the Company  underwrites,  approves my application  for,
 and issues to me anew annuity contract which I accept on the life of the same
 annuitant in the contract, then the Company intends to surrender the contract
 for its cash value.

 I UNDERSTAND THAT AS OF THE DATE OF SURRENDER OF THE CONTRACT BY THE COMPANY,
 THE CONTRACT WILL NO LONGER PROVIDE ANY COVERAGE.

 I UNDERSTAND  THAT UPON RECEIPT OF THE  SURRENDER  VALUE BY THE COMPANY,  THE
 PROCEEDS  WILL BE APPLIED AS AN INITIAL  OR  ADDITIONAL  PREMIUM  FOR THE NEW
 ANNUITY  CONTRACT.  The first premium must be paid no later than when the new
 contract is  delivered.  The  contract  assigned  shall not be  considered  a
 premium until the cash surrender value is actually received by the Company. A
 contract  will not be in effect  until the first  premium  is paid  while all
 statements and answers in all parts of my application remain correct.

 I understand  that by executing  this  assignment,  I  irrevocably  waive all
 rights, claims and demands under the contract.

 I  represent  and  agree  that the  Company  is  furnished  this  form and is
 participating   in  this  transaction  at  my  specific  request  and  as  an
 accommodation to me.

 I represent and warrant that no person,  firm or  corporation  has a legal or
 equitable  interest  in the  contract,  except  the  undersigned  and that no
 proceedings of either a legal or equitable nature have been instituted or are
 pending against undersigned.

 I UNDERSTAND  THAT THE FIRST  PREMIUM MUST BE PAID NO LATER THAN THE TIME THE
 CONTRACT  APPLIED FOR IS  DELIVERED  AND THAT THE CASH VALUE OF THE  ASSIGNED
 CONTRACT SHALL NOT BE CONSIDERED PART OF THE PREMIUM UNTIL THE CASH SURRENDER
 VALUE IS  ACTUALLY  RECEIVED BY THE  COMPANY.  I FURTHER  UNDERSTAND  THAT AN
 ANNUITY CONTRACT WILL NOT COME INTO FORCE AS A RESULT OF THIS ASSIGNMENT.

 Signed this______day of___________, 19___ at_________________________________

  ___________________________________    _____________________________________
  WITNESS                                 SIGNATURE  OF  OWNER(ASSIGNEE)  
  ___________________________________    _____________________________________
  WITNESS                                 SIGNATURE  OF  CO-OWNER
                                          (IF APPLICABLE)
 -----------------------------------------------------------------------------
 HOME OFFICE USE ONLY

 Received and  duplicated  filed at the Home Office of the Company at P.O. Box
 1401 or 2727A Allen Parkway, Houston, Texas 77251-1401.

                       By________________________, ___________________________
                                                             (TITLE)


                                    Page 11

<PAGE>

                     [THIS PAGE INTENTIONALLY LEFT BLANK]

                                    Page 12

<PAGE>

                                                       [American General Logo]

                         QUALIFIED FUNDS TRANSFER FORM

 For use by customers transferring Qualified funds (IRA, 401(K), pension plan,
 or other qualified deferred  compensation) to American General Life Insurance
 Company  when funds to be invested  are not in a life  insurance  contract or
 policy - THIS  FORM IS NOT TO BE USED FOR 1035  EXCHANGES.  Disclosure  forms
 required of the Insurer must be delivered to the customer.
 -----------------------------------------------------------------------------

                         CURRENT TRUSTEE OR CUSTODIAN

     Name:______________________________________________________________

     Address:___________________________________________________________

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

                                  PARTICIPANT

     Name:______________________________________________________________

     Account Number:____________________________________________________

     Sum to be transferred: [ ]Full Account Balance  [ ]Other___________

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

                    NOTICE TO CURRENT TRUSTEE OR CUSTODIAN

 You are directed to convert to cash the assets held for the Participant under
 the  IRC  ss.408(a)  Individual  Retirement  Annuity  or  Account)  or  other
 qualified  account indicated above and transfer the funds to American General
 Life Insurance Company as described under "Transfer Information".

        Signature--Participant:_______________________________________

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

                             TRANSFER INFORMATION


 Make check  payable as follows: American General Life Insurance Company
         for the benefit (FBO) of______________________________________
                                      Print Name of Participant
                      P.O. Box 1401 
                      Houston, TX 77251-1401

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

                                  ACCEPTANCE

 American  General Life  Insurance  Company will accept on behalf of the above
 named  Participant,  the transfer of funds from the above account and deposit
 said funds into an IRC Section 408(b) Individual  Retirement Annuity or other
 qualified  account as directed with American  General Life Insurance  Company
 subject to the terms and conditions of said annuity or account.

    By:_____________________________________________/_________________
         American  General Life  Insurance Company          Date 

 -----------------------------------------------------------------------------
 If this is a full account  balance  transfer,  Participants  who have reached
 their  required  distribution  age  (701/2) or older  must take any  required
 distribution prior to completing this transaction.


                                    Page 13

<PAGE>

                                                       [American General Logo]

                   NON-QUALIFIED FUND TRANSFER AUTHORIZATION

 For  use by  customers  transferring  Non-Qualified  funds  from a  Financial
 Institution or Mutual Fund to American General Life Insurance  Company.  THIS
 FORM IS NOT TO BE USED FOR 1035 EXCHANGES

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

                         CURRENT FINANCIAL INSTITUTION
     Name: ______________________________________________________________
     Address: ___________________________________________________________
              ___________________________________________________________
     Phone No.: _________________________________________________________

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

                                 ACCOUNT OWNER

     Name: ______________________________________________________________
     Account/Certificate Number(s): 1. __________________________________
                         2.______________________________________________
                         3.______________________________________________

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

                    NOTICE TO CURRENT FINANCIAL INSTITUTION

 I hereby  request  and  direct the  following  action to be taken in order to
 transfer the proceeds of the  account/certificate  identified above (Complete
 number 1, 2, or 3 as appropriate):

          1.[ ] Certificate of Deposit Withdrawal:
            [ ] Full    [ ] Partial $____________________
                                       Indicate Amount
             (Complete a or b)
             a.[ ] On the Maturity date of___/___/___ .
             b.[ ] Upon receipt of this request.
          2. Fully liquidate Mutual Fund Account (copy of recent
             statement attached).
          3.[ ] Other type of Account (e.g. savings, checking)
                [ ]Full  [ ]Partial $____________________
                                       Indicate Amount
      Signature--Account Owner:_________________________________________

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

                             TRANSFER INFORMATION

 Make check payable as follows:        American General Life Insurance Company

            for the benefit(FBO) of_______________________________
                                    Print name of Account Owner

 Funds should be sent to:

                  P.O. Box 1401            OR      2727A Allen Parkway, 3-50
                  Houston, TX  77251-1401          Houston, TX  77019
                                                   (713) 522-1111
 -----------------------------------------------------------------------------

                                  ACCEPTANCE

 American  General Life  Insurance  Company will accept on behalf of the above
 named  Participant,  the  transfer  of funds  from the above  account(s)  and
 deposit said funds in a flexible premium deferred annuity or other account as
 directed with American  General Life Insurance  Company  subject to the terms
 and conditions of said annuity or account.

 By:______________________________________________________________________
     Authorized Representative of American General Life Insurance Company 
                                                                   ___/___/___
                                                                      DATE


                                    Page 14

<PAGE>
                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                 --------------------------------------------
                 A Subsidiary of American General Corporation
                 --------------------------------------------
                                  Houston, TX
                                CHANGE REQUEST

                     COMPLETE AND RETURN THIS REQUEST TO:
                            Annuity Administration
                                 P.O. Box 1401
                           Houston, Texas 77251-1401
                                 (888)200-3883

                         [Van Kampen American Capital]
                                  GENERATIONS
                                  ===========
                               Variable Annuity

[X] CONTRACT  IDENTIFICATION  (COMPLETE  SECTION  1 AND 6 FOR  ALL  REQUESTS.)
    INDICATE CHANGE OR REQUEST DESIRED BELOW.

    1. CONTRACT #:______________________  ANNUITANT:______________________

       CONTRACT OWNER(S):_________________________________________________

       (Name and__________________________________________________________
       Address:)
                __________________________________________________________

       [ ] Check here if change of address

       S.S. NO. OR TAX I.D. NO.:___/___/___  Phone Number:(___)___________

                           [ ] DOLLAR COST AVERAGING

6.  Dollar-cost  average  [ ] $______  OR [ ]  %______%  (whole % only)
    Begin Date:__/__/__
    Taken from the [ ]Money Market OR [ ]1-Year Fixed Account
    Frequency: [ ]Monthly  [ ]Quarterly  [ ]Semiannually  [ ]Annually
    Duration:  [ ]12 months  [ ]24 months [ ]36 months
               [ ]48 months  [ ]60 months
    to be allocated  to the  following  division(s)  as  indicated.  (Use only
    dollars OR percentages)
<TABLE>
<S>                              <C>    <C>                           <C>   <C>                        <C>
   [(80) Domestic Income         _____  (85) Global Equity            _____ (90) International Magnum  _____
    (81) Emerging Growth         _____  (86) Government               _____ (91) Mid Cap               _____
    (82) Emerging Markets Equity _____  (87) Growth                   _____ (92) Money Market          _____
    (83) Enterprise              _____  (88) Growth and Income        _____ (93) U.S. Real Estate      _____
    (84) Fixed Income            _____  (89) High Yield               _____ (94) Value                 _____
    Other ______________________ _____  Other________________________ _____ (121) 1 Year Fixed Account _____]
</TABLE>
                           [ ] AUTOMATIC REBALANCING
                               ($25,000 MINIMUM)
                 Use whole percentages. Total must equal 100%

7.  [ ]ADD [ ]CHANGE  automatic  rebalancing  of variable  investments  to the
    percentage allocations indicated below:
    [ ]Quarterly [ ]Semiannually [ ]Annually (Based on contract anniversary)
<TABLE>
<S>                            <C>      <C>                         <C>      <C>                       <C>
  [(80)Domestic Income         ____%    (85)Global Equity           ____%    (90)International Magnum  ____%
   (81)Emerging Growth         ____%    (86)Government              ____%    (91)Mid Cap Value         ____%
   (92)Emerging Markets Equity ____%    (87)Growth                  ____%    (92)Money Market          ____%
   (83)Enterprise              ____%    (88)Growth and Income       ____%    (93)U.S. Real Estate      ____%
   (84)Fixed Income            ____%    (89)High Yield              ____%    (94)Value                 ____%
   Other_____________________  ____%    Other_____________________  ____%]
</TABLE>

    [ ]STOP automatic rebalancing
    NOTE:  Automatic  rebalancing  is only  available for variable  divisions.
    Automatic  Rebalancing  will not  change  allocation  of  future  purchase
    payments.

               [ ] CHANGE ALLOCATION OF FUTURE PURCHASE PAYMENTS
                 Use whole percentages. Total must equal 100%

8.<TABLE>
<CAPTION>
<S>                              <C>    <C>                           <C>   <C>                        <C>
   [(80) Domestic Income         ____%  (85) Global Equity            ____% (90) International Magnum  ____%
    (81) Emerging Growth         ____%  (86) Government               ____% (91) Mid Cap               ____%
    (82) Emerging Markets Equity ____%  (87) Growth                   ____% (92) Money Market          ____%
    (83) Enterprise              ____%  (88) Growth and Income        ____% (93) U.S. Real Estate      ____%
    (84) Fixed Income            ____%  (89) High Yield               ____% (94) Value                 ____%
    Other ______________________ ____%  Other________________________ ____% (121) 1 Year Fixed Account ____%]
</TABLE>
    NOTE: A change to the  allocation of future  purchase  payments,  will not
    alter Automatic Rebalancing allocations.

                      [ ] TRANSFER OF ACCUMULATED VALUES
                    (Available by either $ or % allocation)

9.  Indicate  division  number along with gross dollar or  percentage  amount.
    (Maintain $ or % consistency)
<TABLE>
<S>                                                   <C>
     ________ from Div.________ to Div. ________      ________ from Div.________ to Div.________
     ________ from Div.________ to Div. ________      ________ from Div.________ to Div.________
     ________ from Div.________ to Div. ________      ________ from Div.________ to Div.________
     ________ from Div.________ to Div. ________      ________ from Div.________ to Div.________
</TABLE>
NOTE: If a transfer is elected  and  Automatic  Rebalancing  is active on your
      account,  you may want to consider  changing the  Automatic  Rebalancing
      allocations  (Section 3).  Otherwise,  the  Automatic  Rebalancing  will
      transfer funds in accordance with instructions on file.

                           [ ] AFFIRMATION/SIGNATURE
                   (COMPLETE THIS SECTION FOR ALL REQUESTS.)

17. CERTIFICATION:  Under penalties of perjury,  I certify (1) that the number
    shown on this form is my correct taxpayer  identification number: (2) that
    I am 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.

    _________________                _____________________________________
    DATE                                     SIGNATURE OF OWNER(S)


                                    Page 15
<PAGE>

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                                    Page 16

<PAGE>

                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                 --------------------------------------------
                 A Subsidiary of American General Corporation
                 --------------------------------------------
                                Houston, Texas
                        SYSTEMATIC WITHDRAWELS REQUEST

                         [Van Kampen American Capital]
                                  GENERATIONS
                                  ===========
                               Variable Annuity

                     COMPLETE AND RETURN THIS REQUEST TO:
                            Annuity Administration
                                 P.O. Box 1401
                            Houston, TX 77251-1401
                                 (888)200-3883


      CONTRACT INDENTIFICATION (COMPLETE THIS SECTION FOR ALL REQUESTS.)

1.  CONTRACT#:__________________________ ANNUITANT:___________________________

    CONTRACT OWNER(S):________________________________________________________
    (Name and
    Address:)         ________________________________________________________
    [ ] Check here
        if change     ________________________________________________________
        of address

    S.S. NO. OR TAX I.D. NO.:____/____/____  Phone Number:____________________

         SYSTEMATIC WITHDRAWEL ELECTION (Minimum check amount is $100)
                (USE WHOLE PERCENTAGES. TOTAL MUST EQUAL 100%)

2.  WITHDRAWALS   PRIOR   TO   AGE  59  1/2   MAY   BE   SUBJECT   TO  AN  IRS
    PENALTY.
    Consult your tax advisor for additional information.
    HOW OFTEN SHOULD PAYMENTS BE MADE:
    [ ]MONTHLY [ ]QUARTERLY [ ]SEMIANNUALLY [ ]ANNUALLY

    First check to be processed on ____/____/____. Subsequent checks will be
                                    MM   DD   YY
    processed at the next payout  dates.  on the SAME DAY of the month elected
    as your start  date.  (Date must be between  the 5th and 24th of the month
    and  at  least  30  days  after  issue  date.)   SPECIFIED  DOLLAR  AMOUNT
    $_______________  (Not to be used for partial  withdrawal  request) Unless
    specified below,  withdrawals will be taken from the divisions as they are
    currently allocated in your contract.

<TABLE>
<S>                                  <C>                              <C>
    ____%(80)Domestic Income         ____%(85)Global Equity           ____%(90)International Magnum ____%
    ____%(81)Emerging Growth         ____%(86)Government              ____%(91)Mid Cap Value        ____%
    ____%(82)Emerging Markets Equity ____%(87)Growth                  ____%(92)Money Market         ____%
    ____%(83)Enterprise              ____%(88)Growth and Income       ____%(93)U.S. Real Estate     ____%
    ____%(84)Fixed Income            ____%(89)High Yield              ____%(94)Value                ____%
    ____%Other ____________________  ____%Other ____________________  ____%(121)1 Year Fixed Account]
</TABLE>

                     MAILING OF YOUR SYSTEMATIC WITHDRAWEL

3.  [ ] Mail to owner at address in Section 1. [ ] Mail to name/address  other
    than owner (complete information below:
    __________________________________________________________________________
    Individual or Bank Name
    __________________________________________________________________________
    Address
    __________________________________________________________________________
    City/State/Zip
    __________________________________________________________________________
    If bank, provide account number to be referenced for deposit

        NOTICE OF WITHHOLDING (COMPLETE THE SECTION FOR ALL REQUESTS.)

4. The  taxable  portion of the  distribution  you receive  from your  annuity
   contract is subject to federal income tax 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 each distribution.

   [ ] I do want _____% or [ ] 10% income tax withheld from each distribution.

                             AFFIRMATION/SIGNATURE
                   (COMPLETE THIS SECTION FOR ALL REQUESTS)

5. 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 __________________ this ______ day of ___________ 19 ___________

                                             ____________________________
                                                        OWNER 

   _______________________________           ____________________________
              WITNESS                          CO-OWNER (if applicable)


                                    Page 17

<PAGE>

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                                    Page 18

<PAGE>

                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                 --------------------------------------------
                 A Subsidiary of American General Corporation
                 --------------------------------------------
                                Houston, Texas
                     AUTOMATIC ADDITIONAL PURCHASE PAYMENT

                         [Van Kampen American Capital]
                                  GENERATIONS
                                  ===========
                               Variable Annuity

                     COMPLETE AND RETURN THIS REQUEST TO:
                            Annuity Administration
                                 P.O. Box 1401
                            Houston, TX 77251-1401
                                 (888)644-6443

 Contract #:_______________________________________

 Annuitant:___________________________________________________________________

 Contract Owner(s):___________________________________________________________

 (Name and ___________________________________________________________________
 Address:)
           ___________________________________________________________________

 Amount of Investment:_____________________________
                      (Minimum $100 per contract)

 Frequency:  [ ]Monthly  [ ]Quarterly  [ ]Semiannually  [ ]Annually

 Date of 1st withdrawal:_____/______/______

 Name of Bank:_____________________________________________________

 Account Number:___________________________________________________


                             ATTACH A VOIDED CHECK
  ___________________________________________________________________________
 |                                                                           |
 |                                                                           |
 |                                                                           |
 |                                                                           |
 |                                                                           |
 |                                                                           |
 |                                                                           |
 |                                                                           |
 |                                                                           |
 |___________________________________________________________________________|

 PLEASE SIGN AND DATE THE AUTHORIZATION BELOW.

 I, the undersigned bank account owner,  hereby authorize and request American
 General Life Insurance  Company  ("Company") to initiate  electronic or other
 commercially  accepted type debits  against the indicated bank account in the
 depository  institution named above  ("Depository") for purchase payments due
 on the  contract  listed  above.  I hereby  agree to  indemnify  and hold the
 Company  harmless from any loss,  claim or liability of any kind by reason or
 dishonor of any debit.

 I agree that this Authorization may be terminated by me or the Company at any
 time and for any reason by providing  written  notice of such  termination to
 the non-terminating party and may be terminated by the Company immediately if
 any debit is not honored by the Depository named above for any reason.

 ______________________________________             __________________________
  Signature of Bank Account Owner(s)                          Date


                                    Page 19
<PAGE>

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                                    Page 20


<PAGE>

                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                 --------------------------------------------
                 A Subsidiary of American General Corporation
                 --------------------------------------------
                                Houston, Texas

                         [Van Kampen American Capital]
                                  GENERATIONS
                                  ===========
                               Variable Annuity

                     COMPLETE AND RETURN THIS REQUEST TO:
                            Annuity Administration
                                 P.O. Box 1401
                            Houston, TX 77251-1401
                                 (888)644-6443

                             CHANGE OF BENEFICIARY
                         (Before completing this form
             please read instructions below and on reverse side.)
 _____________________________________________________________________________
                     |                              |
 Contract No.        | Contract Owner               | Annuitant
 ____________________|______________________________|_________________________

 METHOD OF PAYMENT: The death proceeds shall be payable in equal shares to the
 designated  beneficiaries as may be living,  unless otherwise provided below.
 In the event no  beneficiary  survives the  Annuitant  or Owner,  and if this
 form, or the Contract does not provide  otherwise,  the proceeds will be paid
 to the executors or administrators of the deceased's Estate.
 =============================================================================

 PRIMARY BENEFICIARY:

 Full Name          Relationship to Annuitant      Percentages (if applicable)
 ---------          -------------------------      ---------------------------
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________

 If a living or non-testamentary trust is designated as a primary beneficiary,
 complete the following:
 ____________________________________________  Dated:_________________________
                Name of Trust

 CONTINGENT  BENEFICIARY  (proceeds payable under this designation only if non
 of the designated  primary  beneficiaries  survive the deceased  Annuitant or
 Owner):

 Full Name          Relationship to Annuitant      Percentages (if applicable)
 ---------          -------------------------      ---------------------------
 _____________________________________________________________________________
 _____________________________________________________________________________
 _____________________________________________________________________________

 If  a  living  or  non-testamentary  trust  is  designated  as  a  contingent
 beneficiary, complete the following:
 ____________________________________________  Dated:_________________________
                Name of Trust 
 =============================================================================
 The  undersigned  contract  owner  hereby  revokes any  previous  beneficiary
 designation  and any optional  mode of  settlement  with respect to any death
 benefit proceeds payable at the death of the annuitant or owner.

 I represent and certify that no insolvency or bankruptcy  proceedings are now
 pending against me.

 Dated at___________________________this________day of_____________, 19_____.

 _______________________________________   ___________________________________
                WITNESS                                CONTRACT OWNER
 _______________________________________   ___________________________________
                WITNESS                     Additional Signature if Required
 =============================================================================

 This change of  beneficiary  and/or method of settlement has been approved by
 the  Company  at its Home  Office,  and  presentation  of the  Contracts  for
 endorsement has been waived.

                                     AMERICAN GENERAL LIFE INSURANCE COMPANY

 DATE OF APPROVAL:_____________ BY:___________________________________________


                                    Page 21
<PAGE>


                   INSTRUCTIONS FOR DESIGNATING BENEFICIARY

 1. All  signatures  must be in INK and should  appear  exactly as the name is
    given in the contract.  A separate election for change of beneficiary must
    be completed for each contract.

 2. The  full  name of the new  Beneficiary,  relationship  to the  Annuitant,
    current  mailing  address and taxpayer  identification  number (S.S.  No.)
    should  be given  for all  Beneficiaries.  If  Beneficiary  is to  receive
    payment under life income option, give date of birth.

 3. If a Beneficiary is a married  woman,  her full given name should be used.
    For  example,  Mary E.  Jones,  not  Mrs.  J.F.  Jones.  If a  Trustee  is
    designated,  notification  as to the  type  of  trust  created  should  be
    furnished by the Company.

 4. If two Beneficiaries are to share jointly, the last name entered should be
    followed  by the words  "equally,  or to the  survivor,"  if three or more
    Beneficiaries  are to share  jointly,  the last  name  entered  should  be
    followed by the words  "equally,  or to the survivors or survivor." If the
    interest  of  one  Beneficiary  is to be  contingent  to the  interest  of
    another,  after  the name of the first  Beneficiary  the  following  words
    should be placed: "if living; otherwise to."

 For you  assistance,  examples  of the wording to be used in some of the more
 common  designations  are set out below.  In  difficult  cases where there is
 doubt as to the proper  wording,  the Company will prepare a special form for
 you signature on request.

    1. One Beneficiary                   Jane Doe, wife of the Annuitant.

    2. Two Primary  Beneficiaries        Jane Doe, wife of the  Annuitant,
                                         and John Doe, son, equally, or to the
                                         survivor.

    3. One  Primary and Two Contingent   Jane Doe,  wife of the Annuitant, 
       Beneficiaries                     if living;  otherwise to John Doe and
                                         Mary Doe, children of the Annuitant,
                                         equally, or to the survivor.

   4.  One  Primary  and One Contingent  Jane  Doe,  wife of the Annuitant, if
       Beneficiary                       living: otherwise to John Doe, son.

   5.  Two Primary  and One  Contingent  John Doe and Mary Doe, parents of the
       Beneficiaries                     Annuitant, equally, or to the
                                         survivor; otherwise, to Jane Doe,
                                         sister of the Annuitant.

   6.  Wife,  Primary;  Named and        Jane Doe,  wife of the Annuitant,
       Un-named  Children,               if  living; otherwise to Henry  Doe,
       Contingent Beneficiaries          Barbara Doe, and Paul Doe,  children
                                         of the  Annuitant,  and any other
                                         then living  children  born of the
                                         marriage of the  Annuitant and said
                                         wife, equally, or to the survivors.

   7.  Wife,  Primary;  Children         Mary  doe,  wife  of the Annuitant,
       and Step-Children                 if living;  otherwise,  Henry Doe,
       Contingents                       son of the Annuitant,  Mary  Doe,
                                         step-daughter  of the  Annuitant,
                                         and any then living  children  born
                                         of the marriage of the  Annuitant and
                                         said wife, equally, or to the
                                         survivor.

   8.  Wife, Primary; Unnamed Children   Jane Doe,  wife of the Annuitant,  if
       with Second Contingents           living;  otherwise any then living
                                         children born of the marriage of the
                                         Annuitant and said wife, equally, or
                                         to the survivor;  otherwise  to Harry
                                         Doe  and  Mabel  Doe, parents of the
                                         Annuitant, equally, or to the
                                         survivor.

   9.  Business Designations             A. The Beacon Oil Company,
                                            Incorporated, a Texas Corporation
                                            Houston, Texas, employer (or
                                            creditor), or its successors or
                                            assigns.

                                         B. John Doe, Business Partner.

                                         C. Harry Doe, Employer (or employee).

   10. Trustee - Written Trust           The American General Bank, Houston,
                                         Texas, as Trustee, or its successors
                                         in Trust, under Trust Instrument dated
                                         May 31, 1995.

       Trustee-Testamentary              Trust  Trustee as provided in the Last
                                         Will and Testament of the Annuitant,
                                         or successors thereunder.

   11. Estate                            The Executors, Administrators, or
                                         Assigns of the Annuitant.


                                   Page 22

<PAGE>
                   AMERICAN GENERAL LIFE INSURANCE COMPANY
                 --------------------------------------------
                 A Subsidiary of American General Corporation
                 --------------------------------------------
                                Houston, Texas

                         [VAN KAMPEN AMERICAN CAPITAL]
                                  GENERATIONS
                                  ===========
                               Variable Annuity

 To Obtain a Statement of  Additional  Information,  please  complete the form
 below and mail to:

     American General Life Insurance Company
     Attn: Annuity Correspondence Unit
     P.O. Box 1401
     Houston, TX 77251-1401

 Please  send a  Statement  of  Additional  Information  for  the  Generations
 Variable Annuity to me at the following address:

 ___________________________
 Name
 ___________________________
 Address
 ___________________________
 City/State       Zip Code


                                    Page 23
<PAGE>

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                                    Page 24


<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

                  1-800-200-3883       713-831-3102 (IN TEXAS)


                      STATEMENT OF ADDITIONAL INFORMATION


   
                             Dated January 2, 1997


     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"), dated January 2, 1997,  concerning
flexible payment deferred  individual  annuity Contracts  investing in certain
Series of the Van Kampen American Capital Life Investment Trust and the Morgan
Stanley Universal Funds, Inc.. You can obtain a copy of the Prospectus for the
Contracts,  and any supplements  thereto,  by contacting American General Life
Insurance Company ("AGL") at the address or telephone numbers given above. You
have the option of  receiving  benefits on a fixed basis  through  AGL's Fixed
Account or on a variable basis through AGL'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."
    


                                       1
<TABLE>
                               TABLE OF CONTENTS

<S>                                                                          <C>
   
General Information........................................................  2
Regulation and Reserves ...................................................  2
Independent Auditors.......................................................  2
Services...................................................................  3
Principal Underwriter......................................................  3
Annuity Payments...........................................................  3
 A.  Gender of Annuitant...................................................  3
 B.  Misstatement of Age or Sex and Other Errors...........................  3
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.........................................  4
Effect of Tax-Deferred Accumulation........................................  8
Financial Statements.......................................................  9
Index to Financial Statements.............................................. 10
</TABLE>


                                       1

<PAGE>

                              GENERAL INFORMATION

AGL  (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, AGL  redomesticated  as a
Texas insurer and changed its name to American General Life Insurance Company.
AGL 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

AGL 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.  AGL's operations and accounts
are subject to periodic examination by insurance regulatory authorities.

Under  insurance  guaranty fund laws in most states,  insurers  doing business
therein can be assessed up to prescribed limits for insurance contract losses,
if  covered,  incurred  by  insolvent  companies.  The  amount  of any  future
assessments  of AGL 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 AGL would be.

Pursuant to state insurance laws and regulations, AGL 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 AGL 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.

                             INDEPENDENT AUDITORS

The consolidated  financial  statements of AGL and the financial statements of
Separate  Account D included in this Statement of Additional  Information have
been audited by Ernst & Young LLP,


                                       2

<PAGE>

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

                                   SERVICES

A Service Agreement exists between AGL 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. AGL has contracted with
Continuum for the right to use Continuum's system. For these services AGL 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
AGL's Separate Account A, both of which are unit investment  trusts registered
under the  Investment  Company Act of 1940.  AGSI, a Texas  corporation,  is a
wholly owned  subsidiary  of AGL and a member of the National  Association  of
Securities Dealers, Inc.

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

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

                               ANNUITY PAYMENTS

                            A. GENDER OF ANNUITANT

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

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

                B. MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS

If the age or sex of an Annuitant has been misstated to us, any amount payable
will be that which the  purchase  payments  paid would have  purchased  at the
correct age and sex. If we made any


                                       3

<PAGE>

overpayments  because of incorrect  information about age or sex, or any error
or  miscalculation,  we will deduct the  overpayment  from the next payment or
payments due. We will add any underpayments to the next payment. The amount of
any  adjustment  will be  credited  or charged  with  interest  at the assumed
interest rate used in the Contract's annuity tables.

               CHANGE OF INVESTMENT ADVISER OR INVESTMENT POLICY

Unless otherwise required by law or regulation, neither the investment adviser
to any Series nor any investment  policy may be changed without the consent of
AGL. 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

AGL and AGSI have obtained  exemptive  relief from the Securities and Exchange
Commission ("SEC") in connection with deducting the mortality and expense risk
charge pursuant to the Contracts.  In the  application for the exemption,  AGL
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  AGL 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 AGL at its Home Office and will be  available  to the
          Commission or its staff on request.

                      PERFORMANCE DATA FOR THE DIVISIONS

AVERAGE ANNUAL TOTAL RETURN CALCULATIONS

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


                                       4

<PAGE>

Contract Fee. Any premium taxes are not  reflected.  The  redeemable  value is
then divided by the initial  investment  and this quotient is taken to the Nth
root (N represents the number of years in the period) and 1 is subtracted from
the result, which is then expressed as a percentage.

TOTAL RETURN CALCULATIONS (WITHOUT SURRENDER CHARGE OR ANNUAL CONTRACT FEE)

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

CUMULATIVE TOTAL RETURN CALCULATIONS

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

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

HYPOTHETICAL PERFORMANCE

   
     The tables below provide hypothetical performance information for certain
of the  available  Divisions  of  Separate  Account  D  based  on  the  actual
historical  performance  of the  corresponding  Series in which  each of these
Divisions invests. This information reflects all actual charges and deductions
of these Series and all Separate Account charges and deductions,  with respect
to the Contracts,  that  hypothetically  would have been made had the Separate
Account, with respect to the Contracts,  been invested in these Series for all
the periods indicated.
    


                                       5
<PAGE>
<TABLE>
             Hypothetical Historical Average Annual Total Returns
                          (Through December 31, 1995)
<CAPTION>
                                                                                             Since
                                                                                             Series
Investment Division                      One Year                 Five Years               Inception*
<S>                                       <C>                        <C>                      <C>   
   
   
Emerging Growth                             N/A                        N/A                    23.01%
Enterprise                                28.98%                     14.05%                    8.26
Domestic Income                           13.59                      10.88                     6.54
Government                                 9.45                       6.04                     5.82
Money Market                              (2.08)                      1.98                     4.19
    
    
</TABLE>


<TABLE>
                     Hypothetical Historical Total Returns
                          (Through December 31, 1995)
<CAPTION>
                                                                                             Since
                                                                                             Series
Investment Division                      One Year                 Five Years               Inception*
<S>                                       <C>                        <C>                      <C>   
   
   
Emerging Growth                             N/A                        N/A                    35.61%
Enterprise                                35.08%                     14.54%                    8.31
Domestic Income                           19.68                      11.43                     6.61
Government                                15.54                       6.67                     5.89
Money Market                               4.00                       2.71                     4.26
    
    
</TABLE>
<TABLE>
               Hypothetical Historical Cumulative Total Returns
                          (Through December 31, 1995)

<CAPTION>
                                                                                             Since
                                                                                             Series
Investment Division                      One Year                 Five Years               Inception*
<S>                                       <C>                        <C>                     <C>
   
   
Emerging Growth                             N/A                        N/A                    16.29%
Enterprise                                35.08%                     97.14%                  117.48
Domestic Income                           19.68                      71.75                    68.53
Government                                15.54                      38.11                    74.47
Money Market                               4.00                      14.30                    50.15
    
    
</TABLE>


<TABLE>
    Hypothetical Historical Growth of a $1,000 Investment in the Divisions
                          (Through December 31, 1995)
<CAPTION>
                                                                                             Since
                                                                                             Series
Investment Division                      One Year                 Five Years               Inception*
<S>                                   <C>                         <C>                      <C>   
   
   
Emerging Growth                             N/A                         N/A                $1,162.95
Enterprise                            $1,350.85                   $1,971.41                 2,174.81
Growth and Income                           N/A                         N/A                      N/A
Domestic Income                        1,196.85                    1,717.46                 1,685.25
Government                             1,155.41                    1,381.14                 1,744.74
Money Market                           1,039.98                    1,143.02                 1,501.46
    

                                       6

<PAGE>
   
<FN>
 ----------------
*    The inception  dates for each Series  funding the Divisions are: April 4,
     1986 for the Money Market, Enterprise, and Government Divisions; November
     4, 1987 for the Domestic Income  Division;  July 3, 1995 for the Emerging
     Growth Division.
</FN>
    
</TABLE>

YIELD CALCULATIONS

The yields for the Domestic  Income  Division and the Government  Division are
each computed in accordance with a standard method  prescribed by the SEC. The
hypothetical  yields  for the  Domestic  Income  Division  and the  Government
Division,  based upon the one month period ended December 31, 1995, were 6.61%
and 5.28%,  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  values  on the last day of the
period,  according  to  the  following  formula  that  assumes  a  semi-annual
reinvestment of income:

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

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

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

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

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

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

MONEY MARKET DIVISION YIELD AND EFFECTIVE YIELD CALCULATIONS

     The Money  Market  Division's  yield is  computed  in  accordance  with a
standard  method  prescribed by the SEC. Under that method,  the current yield
quotation  is based on a seven-day  period and  computed  as follows:  the net
change in the  Accumulation  Unit  value  during  the period is divided by the
Accumulation  Unit  value at the  beginning  of the  period to obtain the base
period return; the base period return is then multiplied by the fraction 365/7
to  obtain  the  current  yield  figure,  which  is  carried  to  the  nearest
one-hundredth of one percent.  Realized capital gains or losses and unrealized
appreciation or  depreciation of the Division's  Portfolio are not included in
the calculation. The Money Market Division's hypothetical historical yield for
the seven day period ended December 31, 1995 was 3.75%.

     The Money Market  Division's  effective yield is determined by taking the
base period return (computed as described above) and calculating the effect of
assumed  compounding.  The formula for the  effective  yield is:  (base period
return  +1)365/7-1.   The  Money  Market  Division's  hypothetical  historical
effective yield for the seven day period ended December 31, 1995 was 3.82%.

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


                                       7

<PAGE>

PERFORMANCE COMPARISONS

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

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

                      EFFECT OF TAX-DEFERRED ACCUMULATION

     The  Contracts  qualify for  tax-deferred  treatment  on  earnings.  This
tax-deferred  treatment  increases the amount  available for  accumulation  by
deferring  taxes on any earnings until the earnings are withdrawn.  The longer
the taxes are deferred,  the more the accumulation potential effectively grows
over the term of the Contracts.

     The  hypothetical  tables set out below  illustrate this  potential.  The
tables compare  accumulations  based on a single initial  purchase  payment of
$100,000  compounded  annually under (1) a Contract,  under which earnings are
not  taxed  until  withdrawn  in  connection  with a full  surrender,  partial
withdrawal, or annuitization, or termination due to insufficient Account Value
("withdrawal  of  earnings")  and (2) an investment  under which  earnings are
taxed on a current basis ("Taxable Investment"),  based on an assumed tax rate
of 28%, and the assumed earning rates specified.


                                       8

<PAGE>

<TABLE>
<CAPTION>
                                                 5 Years               10 Years              20 Years

                                                               (7.50% earnings rate)

<S>                                              <C>                   <C>                   <C> 
   
Contract                                         $143,563              $206,103              $424,785

Contract (after Taxes)                           $131,365              $176,394              $333,845

Taxable Investment                               $130,078              $169,202              $286,294
    
</TABLE>


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

<S>                                              <C>                   <C>                   <C>     
   
Contract                                         $161,051              $259,374              $672,750

Contract (after Taxes)                           $143,957              $214,749              $512,380

Taxable Investment                               $141,571              $200,423              $401,694
    
</TABLE>

     The hypothetical  tables do not reflect any fees or charges imposed under
a Contract or Taxable  Investment.  However,  the Contracts impose a Mortality
and Expense Risk Charge of 1.25%, a Surrender Charge (applicable to withdrawal
of  earnings  for the first  seven  Contract  years) up to a maximum of 6%, an
Administrative  Expense Charge of 0.15%,  and an Annual Contract Fee of $30. A
Taxable  Investment could incur  comparable fees or charges.  Fees and charges
would reduce the return from a Contract or Taxable Investment.

     Under the Contracts,  a withdrawal of earnings is subject to tax, and may
be subject to an additional 10% penalty before age 59 1/2.

     These  tables  are  only  illustrations  of the  effect  of  tax-deferred
accumulations and are not a guarantee of future performance.


                             FINANCIAL STATEMENTS

   
Separate Account D has a total of 37 Divisions.  The financial  statements for
Separate Account D that are included herein relate to 26 of its Divisions,  of
which only four are available  pursuant to the Contracts  that are the subject
of this Statement of Additional Information.  Two of the additional Divisions,
which are available  under the Contracts,  have commenced  operations but have
not previously been available under any contracts  related to Separate Account
D. None of the remaining nine Divisions,  all of which are available under the
Contracts  that are the subject of this  Statement of Additional  Information,
had commenced operations as of the date of this Statement.
    

Certain names of the available  Divisions of Separate  Account D have changed.
Subsequent  to December  31, 1995 the names of the Domestic  Strategic  Income
Fund and the Common Stock Fund were changed to Domestic  Income  Portfolio and
Enterprise Portfolio, respectively. In addition, the Emerging Growth Fund, the
Government Fund, and the Money Market Fund are now referred to as the Emerging
Growth Portfolio,  the Government  Portfolio,  and the Money Market Portfolio,
respectively.

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


                                       9

<PAGE>

<TABLE>
                                   INDEX TO
                             FINANCIAL STATEMENTS
<CAPTION>
                                                                      Page No.

<S>                                                                        <C>
I.  Separate Account D Financial Statements

       Report of Ernst & Young LLP, Independent Auditors.................  11

       Statement of Net Assets ..........................................  12

       Statement of Operations...........................................  12

       Statements of Changes in Net Assets...............................  13

       Notes to Financial Statements.....................................  14

   

II. AGL Consolidated Financial Statements

       Report of Ernst & Young LLP, Independent Auditors.................  26

       Consolidated Balance Sheets.......................................  27

       Consolidated Statements of Income.................................  29

       Consolidated Statements of Shareholders' Equity...................  30

       Consolidated Statements of Cash Flows.............................  31

       Notes to Consolidated Financial Statements........................  32
</TABLE>


                                      10

<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
Separate Account D




     We have  audited  the  accompanying  statement  of net assets 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 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


                                      11

<PAGE>

                    American General Life Insurance Company

                              SEPARATE ACCOUNT D

<TABLE>
                            STATEMENT OF NET ASSETS
                               December 31, 1995


<CAPTION>
                                                                   TOTAL            Sierra          VAriety            All
                                                                    ALL            Advantage         Plus             Other
                                                                 DIVISIONS         Divisions       Divisions        Divisions
<S>                                                            <C>              <C>              <C>              <C>
ASSETS:
  Investment securities - at market (cost $413,244,463)....... $464,987,803     $407,547,576     $ 14,084,919     $ 43,355,308
  Due from (to) American General Life Insurance Company.......          (30)             (19)              (6)             (55)
                                                               -------------    -------------    -------------    -------------

     NET ASSETS............................................... $464,987,773     $407,547,595     $ 14,084,925     $ 43,355,253
                                                               =============    =============    =============    =============



CONTRACT OWNER RESERVES:
   Reserves for redeemable annuity contracts.................. $462,233,496     $407,499,242     $ 14,084,925     $ 40,649,329
   Reserves for annuity contracts on benefit..................    2,754,277           48,353                0        2,705,924
                                                               -------------    -------------    -------------    -------------

     TOTAL CONTRACT OWNER RESERVES............................ $464,987,773     $407,547,595     $ 14,084,925     $ 43,355,253
                                                               =============    =============    =============    =============
</TABLE>



<TABLE>
                            STATEMENT OF OPERATIONS
                         Year Ended December 31, 1995

<CAPTION>
                                                                   TOTAL            Sierra          VAriety           All
                                                                    ALL            Advantage         Plus             Other
                                                                 DIVISIONS         Divisions       Divisions        Divisions
<S>                                                            <C>              <C>              <C>              <C>         
INVESTMENT INCOME:
   Dividends from mutual funds................................ $ 12,516,480     $  9,681,081     $    414,631     $  2,420,768


EXPENSES:
   Expense and mortality fee..................................    5,735,875        5,136,366          197,690          401,819
                                                               -------------    -------------    -------------    -------------
     NET INVESTMENT INCOME....................................    6,780,605        4,544,715          216,941        2,018,949
                                                               -------------    -------------    -------------    -------------



REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Net realized gain (loss) on investments....................     (623,550)        (348,580)           6,817         (281,787)
   Capital gain distributions from mutual funds...............    3,557,290          721,066          800,809        2,035,415
   Net unrealized gain on investments.........................   65,361,002       59,082,619        2,006,733        4,271,650
                                                               -------------    -------------    -------------    -------------
     NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS..........   68,294,742       59,455,105        2,814,359        6,025,278
                                                               -------------    -------------    -------------    -------------
     INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........ $ 75,075,347     $ 63,999,820     $  3,031,300     $  8,044,227
                                                               =============    =============    =============    =============


See accompanying notes.
</TABLE>


                                      12
<PAGE>
                    American General Life Insurance Company

                              SEPARATE ACCOUNT D

<TABLE>
                      STATEMENT OF CHANGES IN NET ASSETS
                         Year Ended December 31, 1995

<CAPTION>
                                                                   TOTAL            Sierra          VAriety           All
                                                                    ALL            Advantage         Plus             Other
                                                                 DIVISIONS         Divisions       Divisions        Divisions
<S>                                                            <C>              <C>              <C>              <C>
OPERATIONS:
   Net investment income...................................... $  6,780,605     $  4,544,715     $    216,941     $  2,018,949
   Net realized gain (loss) on investments....................     (623,550)        (348,580)           6,817         (281,787)
   Capital gain distributions from mutual funds...............    3,557,290          721,066          800,809        2,035,415
   Net unrealized gain on investments.........................   65,361,002       59,082,619        2,006,733        4,271,650
                                                               -------------    -------------    -------------    -------------
     Increase in net assets resulting from operations.........   75,075,347       63,999,820        3,031,300        8,044,227
                                                               -------------    -------------    -------------    -------------


PRINCIPAL TRANSACTIONS:
   Contract  purchase  payments,  less sales and
    administrative expenses and premium taxes.................   67,939,767       66,850,917        1,000,953           87,897

Payments to contract owners:
   Annuity benefits...........................................   (8,505,642)      (7,148,527)         (47,580)      (1,309,535)
   Terminations and withdrawals...............................  (25,014,962)     (20,016,039)      (1,260,750)      (3,738,173)
                                                               -------------    -------------    -------------    -------------
     Increase  (Decrease) in net assets resulting from
      principal transactions..................................   34,419,163       39,686,351         (307,377)      (4,959,811)
                                                               -------------    -------------    -------------    -------------


      TOTAL INCREASE IN NET ASSETS............................  109,494,510      103,686,171        2,723,923        3,084,416


NET ASSETS:
   Beginning of year..........................................  355,493,263      303,861,424       11,361,002       40,270,837
                                                               -------------    -------------    -------------    -------------
   End of year................................................ $464,987,773     $407,547,595     $ 14,084,925     $ 43,355,253 
                                                               =============    =============    =============    =============
</TABLE>
<TABLE>
                      STATEMENT OF CHANGES IN NET ASSETS
                         Year Ended December 31, 1994
<CAPTION>
                                                                   TOTAL            Sierra          VAriety           All
                                                                    ALL            Advantage         Plus             Other
                                                                 DIVISIONS         Divisions       Divisions        Divisions
<S>                                                            <C>              <C>              <C>              <C>
OPERATIONS:
   Net investment income...................................... $  4,574,508     $  2,394,711     $    233,762     $  1,946,035
   Net realized loss on investments...........................     (995,826)        (669,265)            (635)        (325,926)
   Capital gain distributions from mutual funds...............    2,976,546          556,737          565,769        1,854,040
   Net unrealized loss on investments.........................  (16,409,622)     (10,298,339)      (1,232,273)      (4,879,010)
                                                               -------------    -------------    -------------    -------------
     Decrease in net assets resulting from operations.........   (9,854,394)      (8,016,156)        (433,377)      (1,404,861)
                                                               -------------    -------------    -------------    -------------


PRINCIPAL TRANSACTIONS:
   Contract  purchase  payments,  less sales and
    administrative expenses and premium taxes.................  216,407,388      212,537,864        3,790,446           79,078
   Payments to contract owners:
     Annuity benefits.........................................   (3,248,875)      (1,307,677)               0       (1,941,198)
     Terminations and withdrawals.............................  (12,906,311)      (7,255,982)        (294,322)      (5,356,007)
                                                               -------------    -------------    -------------    -------------
   Increase  (Decrease) in net assets resulting from
     principal transactions...................................  200,252,202      203,974,205        3,496,124       (7,218,127)
                                                               -------------    -------------    -------------    -------------

     TOTAL INCREASE (DECREASE) IN NET ASSETS..................  190,397,808      195,958,049        3,062,747       (8,622,988)

NET ASSETS:
    Beginning of year.........................................  165,095,455      107,903,375        8,298,255       48,893,825
                                                               -------------    -------------    -------------    -------------
    End of year............................................... $355,493,263     $303,861,424     $ 11,361,002     $ 40,270,837
                                                               =============    =============    =============    =============

See accompanying notes.
</TABLE>


                                      13

<PAGE>
                         NOTES TO FINANCIAL STATEMENTS

Note A - Organization

     Separate  Account D (the  "Separate  Account"),  established  by American
General Life  Insurance  Company  (the  "Company")  on November  19, 1973,  is
registered  under  the  Investment  Company  Act of 1940 as a unit  investment
trust.  The Separate  Account now consists of twenty-six  Divisions  which are
available  to  investors  through  four  different  American  General  annuity
contracts. The divisions available in each contract are as follows:

                         NOTES TO FINANCIAL STATEMENTS

Note A - Organization

     Separate  Account D (the  "Separate  Account"),  established  by American
General Life  Insurance  Company  (the  "Company")  on November  19, 1973,  is
registered  under  the  Investment  Company  Act of 1940 as a unit  investment
trust.  The Separate  Account now consists of twenty-six  Divisions  which are
available  to  investors  through  four  different  American  General  annuity
contracts. The divisions available in each contract are as follows:

<TABLE>
<S>                                                            <C>
SIERRA ADVANTAGE:                                              VARIETY PLUS (CONTINUED)
Sierra Variable Trust ("Sierra") International Growth Fund     Neuberger & Berman Advisors Management Trust ("AMT") 
Sierra Short Term Global Government Fund                         Balanced Portfolio
Sierra Growth Fund                                             Neuberger & Berman AMT Partners Portfolio
Sierra Global Money Fund                                       American General Series Portfolio Company ("AGSPC")
Sierra US. Government Fund                                       Stock Index Fund
Sierra Growth & Income Fund                                    AGSPC Social Awareness Fund
Sierra Corporate Income Fund                                   AGSPC International Equities Fund
Sierra Short Term High Quality Bond Fund
Sierra Emerging Growth Fund                                    SEPARATE ACCOUNT D (DEFERRED LOAD):
                                                               Van Kampen LIT Money Market Fund*
                                                               Van Kampen LIT Domestic Strategic Income Fund*
VAriety Plus:                                                  Van Kampen LIT Common Stock Fund*   
Van Kampen American Capital ("Van Kampen")
  Life Investment Trust ("LIT") Money Market Fund*             All Other Separate Account D Contracts:
Van Kampen LIT Domestic Strategic Income Fund*                   (Issued prior to January 1, 1982)
Van Kampen LIT Common Stock Fund*                              Van Kampen Comstock Fund*
Van Kampen LIT Government Fund*                                Van Kampen Corporate Bond Fund*
Van Kampen LIT Multiple Strategy Fund*                         Van Kampen Reserve Fund*
Fidelity Variable Insurance Product ("VIP")                    Van Kampen High Income Corporate Bond Fund*
  Asset Manager Portfolio                                        (formerly, American Capital High Yield Investments, Inc.)
Fidelity VIP Overseas Portfolio                                Van Kampen LIT Money Market Fund*
Fidelity VIP Index 500 Portfolio                               Van Kampen LIT Domestic Strategic Income Fund*
Van Kampen LIT Common Stock Fund*

<FN>
*  Resulting from the December 20, 1994 merger,  the former  American  Capital
   portfolios were renamed Van Kampen  American  Capital funds as of September
   18, 1995.
</FN>
</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 Van  Kampen,  AGSPC,
Fidelity, Neuberger & Berman and Sierra 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 Separate Account and are paid to the Company.

     An  annual  maintenance  charge  may be  imposed  on the last day of each
contract year during the accumulation period for administrative  expenses with
respect  to each  contract.  A  surrender  charge  is  applicable  to  certain
withdrawal  amounts  and is  payable to the  Company.  The  deductions  are as
follows for the period ended December 31, 1995:

<TABLE>
<CAPTION>

                                          Administrative   
                                            Expenses,                          Annual
                                           Mortality &         Annual        Maintenance     Surrender
                                          Expense Risk       Maintenance       Charges        Charges
               Contracts                   Annual Rate         Charge         Collected      Collected
- - - ---------------------------------------------------------- ---------------  -------------- --------------
<S>                                           <C>               <C>            <C>            <C>     
Sierra Advantage..........................    1.50%             N/A              N/A          $865,057
VAriety Plus..............................    1.55%             $36            $ 11,844       $ 36,988
Separate Account D (deferred load)........    1.25%             $30            $ 19,530          4,407
Separate  Account D (Issued prior to      
 January 1, 1982).........................    0.75%             N/A              N/A            N/A
</TABLE>


                                      14
<PAGE>
Note B - Summary of Significant  Accounting Policies & Basis of Presentation -
Continued

     Administrative  expenses  -  continued  - Sales and other  administrative
charges are applicable to certain transaction amounts on contracts,  excluding
Sierra  Advantage and VAriety Plus contracts,  and are payable to the Company.
The total sales and  administrative  charges  collected  for the period  ended
December 31, 1995 were $ 1,376.

     The funds pay their  investment  advisors,  Van Kampen  American  Capital
Asset Management, Inc., The Variable Annuity Life Insurance Company ("VALIC"),
Fidelity  Management  &  Research  Company,   Neuberger  &  Berman  Management
Incorporated and Sierra Investment Advisors  Corporation,  a monthly fee based
on the fund's average net asset value.

     Annuity Reserves - Sierra Advantage and VAriety Plus annuity reserves are
computed for currently  payable  contracts  according to the 1983a  Individual
Annuity Mortality Table projected under Scale G factors at an assumed interest
rate of 3.5%. The other contracts  annuity reserves are computed for currently
payable contracts  according to the Progressive  Annuity Mortality Table at an
assumed  interest  rate of 3%.  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 - 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         Unrealized
                                                                  Asset       Shares at         Shares         Appreciation
            Fund                                    Shares        Value        Market            Held          (Depreciation)

<S>                                            <C>                <C>      <C>              <C>             <C>
Van Kampen Comstock Fund......................    397,871.441     14.54       5,785,051        6,114,190        (329,139)
Van Kampen Corporate Bond Fund................     83,309.022      7.19         598,992          574,664          24,328
Van Kampen Reserve Fund.......................  1,449,960.896      1.00       1,449,961        1,449,961               0
Van Kampen High Income Corporate Bond Fund....  2,072,807.504      6.22      12,892,862       12,454,029         438,833
Van Kampen LIT Money Market  Fund.............  5,256,319.660      1.00       5,256,320        5,256,320               0
Van Kampen LIT Domestic Strategic Income Fund.    845,560.773      8.21       6,942,054        6,871,698          70,356
Van Kampen LIT Common Stock Fund..............  1,105,667.807     14.69      16,242,260       14,810,352       1,431,908
Van Kampen LIT Government Fund................    123,110.077      9.06       1,115,377        1,101,202          14,175
Van Kampen LIT Multiple Strategic Fund........    244,020.900     11.64       2,840,403        2,867,267         (26,864)
Fidelity VIP Asset Manager Portfolio..........     42,749.054     15.79         675,008          605,159          69,849
Fidelity VIP Overseas Portfolio...............     14,405.591     17.05         245,615          230,068          15,547
Fidelity VIP Index 500 Portfolio..............      5,182.323     75.71         392,354          341,153          51,201
Neuberger & Berman AMT Balanced Portfolio.....     11,663.151     17.52         204,338          179,486          24,852
Neuberger & Berman AMT Partners Portfolio.....     56,277.979     13.23         744,558          616,777         127,781
AGSPC Stock Index Fund........................     76,073.219     19.03        1447,673        1,125,215         322,458
AGSPC Social Awareness Fund...................      5,228.185     14.15          73,979           64,249           9,730
AGSPC International Equities Fund.............     49,899.180     10.69         533,422          503,870          29,552
Sierra International Growth Fund..............  3,790,502.626     12.11      45,902,987       44,613,770       1,289,217
Sierra Short Term Global Government Fund......  9,536,788.388      2.50      23,841,971       23,405,442         436,529
Sierra Growth Fund............................  6,342,411.894     15.72      99,702,715       74,205,625      25,497,090
Sierra Global Money Fund...................... 20,369,542.760      1.00      20,369,543       20,369,543               0
Sierra US. Government Fund....................  5,229,507.917     10.00      52,295,079       51,443,597         851,482
Sierra Growth and Income Fund.................  3,612,541.492     12.83      46,348,907       38,181,110       8,167,797
Sierra Corporate Income Fund..................  5,792,000.280     10.48      60,700,163       57,157,534       3,542,629
Sierra Short Term High Quality Bond Fund......  4,957,331.689      2.49      12,343,756       12,186,237         157,519
Sierra Emerging Growth Fund...................  3,350,979.240     13.74      46,042,455       36,515,945       9,526,510
                                                                           -------------    -------------    -------------
                                                                           $464,987,803     $413,244,463    $ 51,743,340
                                                                           =============    =============   =============
</TABLE>

     The aggregate  cost of purchases  and proceeds from sales of  investments
for the period ended  December  31, 1995 were  $113,813,641  and  $69,055,852,
respectively. The cost of total investments owned at December 31, 1995 was the
same for both  financial  reporting  and federal  income tax  purposes.  Gross
unrealized  appreciation and gross unrealized  depreciation for the year ended
December 31,1995 are $52,099,343 and $356,003, respectively.


                                      15
<PAGE>

Note D - 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.

Note E - Summary of Changes in Units

<TABLE>

Changes in Units for the Year Ended December 31, 1995
<CAPTION>

SIERRA ADVANTAGE                                             Short Term
                                                               Global                                                   U. S.
                                         International       Government                              Global          Government
ACCUMULATION PERIOD                      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>


<TABLE>
<CAPTION>
VAriety Plus
                                          Van Kampen          Van Kampen  
                                              LIT           LIT Domestic                              Van Kampen        Van Kampen
                                             Money            Strategic          Van Kampen             LIT               LIT
                                            Market             Income            LIT Common          Government         Multiple
ACCUMULATION PERIOD                          Fund               Fund             Stock Fund             Fund            Strategy
<S>                                     <C>                <C>                <C>                <C>                <C>
Non-Qualified Contracts:
Outstanding at beginning of period...      172,772.518        752,632.015      2,129,473.068        745,153.812      1,653,659.302
Purchase payments....................        7,565.950         29,682.191         53,334.914         51,285.660         10,871.291
Surrenders...........................      (29,257.425)       (58,883.265)       (61,649.058)       (68,410.031)      (193,168.817)
Transfers to annuity.................            0.000              0.000              0.000              0.000              0.000
Transfers between funds..............     (120,057.945)       (79,961.354)        72,108.571        (79,919.021)       (84,228.017)
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........       31,023.098        643,469.587      2,193,267.495        648,110.420      1,387,133.759
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>


<TABLE>
<CAPTION>
                                         Fidelity  VIP                                             Neuberger &        Neuberger &
                                             Asset          Fidelity VIP        Fidelity  VIP      Berman  AMT        Berman AMT
                                            Manager           Overseas            Index 500         Balanced           Partners
                                           Portfolio          Portfolio           Portfolio         Portfolio          Portfolio
<S>                                     <C>                <C>                <C>                <C>                <C>
Outstanding at beginning of period...      325,839.561         93,593.434         50,474.334        90,936.949         268,546.384
Purchase payments....................       42,938.182         60,103.179        149,398.976        36,135.056         169,410.794
Surrenders...........................       (9,767.561)           (93.893)          (805.962)       (4,199.243)         (4,954.470)
Transfers to annuity.................            0.000              0.000              0.000             0.000               0.000
Transfers between funds..............        9,496.631         (3,446.496)       (56,852.220)         3,564.179        140,996.898
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........      368,506.813        150,156.224        255,919.568        126,436.941        573,999.606
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>


                                      16

<PAGE>
Note E - Summary of Changes in Units - Continued

Changes in Units for the Year Ended December 31, 1995

<TABLE>
<CAPTION>
VAriety Plus - Continued 
                                                              AGSPC  Stock
                                              AGSPC              Social            AGSPC
                                              Stock            Awareness        International
Accumulation PERIOD                         Index Fund           Fund           Equities Fund
<S>                                     <C>                <C>                <C>
Non-Qualified Contracts:
Outstanding at beginning of period...      673,760.206         41,120.891        680,590.894
Purchase payments....................       29,287.805         10,732.299         33,337.090
Surrenders...........................      (49,857.945)        (8,661.175)       (45,933.686)
Transfers to annuity.................            0.000              0.000              0.000
Transfers between funds..............       (4,977.152)        (1,582.397)      (189,448.798)
                                        ---------------    ---------------    ---------------
Outstanding at end of period.........      648,212.914         41,609.618        478,545.500
                                        ===============    ===============    ===============
</TABLE>


<TABLE>
OTHER CONTRACTS
<CAPTION>
                                                                                                   Van Kampen
                                                               Van Kampen                         High Income         Van Kampen
                                            Van Kampen          Corporate        Van Kampen        Corporate           LIT Money
ACCUMULATION PERIOD                       Comstock Fund         Bond Fund       Reserve Fund       Bond Fund          Market Fund
<S>                                     <C>                <C>                <C>                <C>                <C>
Non-Qualified Contracts:
Outstanding at beginning of period...      371,579.671        169,794.267        411,195.680      3,265,868.129        827,101.817
Purchase payments....................            0.000              0.000              0.000              0.000              0.000
Surrenders...........................      (11,922.632)       (32,929.866)       (53,584.102)      (287,888.359)       (53,606.690)
Transfers to annuity.................       (1,422.004)             0.000              0.000              0.000              0.000
Transfers between funds..............       (2,771.286)           503.426        (28,908.394)        15,499.924        (71,071.960)
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........      355,463.749        137,367.827        328,703.184       299,3479.694        702,423.167
                                        ===============    ===============    ===============    ===============    ===============

Qualified Contracts:
Outstanding at beginning of period...      164,204.905              0.000         78,075.084         73,443.858         30,159.958
Purchase payments....................          536.521              0.000            199.421          1,358.750              0.000
Surrenders...........................      (13,592.794)             0.000        (30,158.692)             0.000         (7,733.785)
Transfers to annuity.................            0.000              0.000              0.000              0.000              0.000
Transfers between funds..............            0.000              0.000              0.000              0.000              0.000
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........      151,148.632              0.000         48,115.813         74,802.608         22,426.173
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>


<TABLE>
<CAPTION>
                                                                                  Van Kampen
                                           Van  Kampen          Van Kampen       LIT Domestic                         Van Kampen
                                            LIT Money          LIT Domestic       Strategic        Van Kampen         LIT Common
                                           Market Fund          Strategic        Income Fund       LIT Common         Stock Fund
                                         (Deferred  Load)      Income Fund     (Deferred Load)     Stock Fund       (Deferred Load)
<S>                                     <C>                <C>                <C>                <C>                <C>
Non-Qualified Contracts:
Outstanding at beginning of period...    1,223,781.737        575,240.379      1,069,872.228        291,228.921      1,786,702.024
Purchase payments....................          586.468              0.000              0.000              0.000              0.000
Surrenders...........................     (197,634.925)       (18,257.613)       (94,843.512)       (20,092.499)      (303,559.749)
Transfers to annuity.................            0.000              0.000        (11,088.000)             0.000         (8,357.577)
Transfers between funds..............     (177,782.776)         27700.701        (12,558.495)        17,174.197        121,298.758
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........      848,950.504        584,683.467        951,382.221        288,310.619      1,596,083.456
                                        ===============    ===============    ===============    ===============    ===============

Qualified Contracts:
Outstanding at beginning of period...      426,837.882         58,279.672        271,027.407          4,202.245        818,076.293
Purchase payments....................       14,302.609              0.000            388.105              0.000         12,584.870
Surrenders...........................      (47,564.306)       (17,162.626)       (40,747.940)             0.000        (70,354.102)
Transfers to annuity.................            0.000              0.000              0.000              0.000              0.000
Transfers between funds..............      (22,209.354)             0.000          7,992.516              0.000          6,308.737
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........      371,366.831         41,117.046        238,660.088          4,202.245        766,615.798
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>


                                      17

<PAGE>

Note E - Summary of Changes in Units - Continued

Changes in Units for the Year Ended December 31, 1995

<TABLE>
<CAPTION>
SIERRA ADVANTAGE                               Short                  
                                               Term
                                              Global                             Corporate
                                            Government           Growth           Income
                                               Fund               Fund             Fund
ANNUITY PERIOD
<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>


<TABLE>
OTHER CONTRACTS
<CAPTION>
                                                                                                   Van Kampen
                                                                Van Kampen                         High Income         Van Kampen
                                            Van Kampen          Corporate        Van Kampen        Corporate           LIT Money
ANNUITY PERIOD                            Comstock Fund         Bond Fund       Reserve Fund       Bond Fund          Market Fund
<S>                                     <C>                <C>                <C>                <C>                <C>
Non-Qualified Contracts:
Outstanding at beginning of period...       27,397.375              0.000         71,670.134        103,542.880         23,060.131
Transfers from accumulation..........        1,422.004              0.000              0.000              0.000              0.000
Annuity payments.....................       (2,786.345)             0.000        (12,467.155)       (15,445.732)        (4,208.289)
Transfers between funds..............       (1,230.549)             0.000              0.000              0.000              0.000
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........       24,802.485              0.000         59,202.979         88,097.148         18,851.842
                                        ===============    ===============    ===============    ===============    ===============

Qualified Contracts:
Outstanding at beginning of period...            0.000              0.000              0.000          5,688.339              0.000
Transfers from accumulation..........            0.000              0.000              0.000              0.000              0.000
Annuity payments.....................            0.000              0.000              0.000           (787.991)             0.000
Transfers between funds..............            0.000              0.000              0.000              0.000              0.000
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........            0.000              0.000              0.000          4,900.348              0.000
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>

<TABLE>
<CAPTION>
                                                                                  Van Kampen
                                            Van Kampen          Van Kampen       LIT Domestic                         Van Kampen
                                            LIT Money          LIT Domestic       Strategic        Van Kampen         LIT Common
                                           Market Fund          Strategic        Income Fund       LIT Common         Stock Fund
                                         (Deferred  Load)      Income Fund     (Deferred Load)     Stock Fund       (Deferred Load)
<S>                                     <C>                <C>                <C>                <C>                <C>
Non-Qualified Contracts:
Outstanding at beginning of period...      594,477.542         14,952.887        116,752.801         2,820.817         156,484.254
Transfers from accumulation..........            0.000              0.000         11,088.000             0.000           8,357.577
Annuity payments.....................     (154,892.897)        (5,700.288)       (34,337.425)         (636.058)        (40,684.171)
Transfers between funds..............            0.000              0.000              0.000             0.000               0.000
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........      439,584.645          9,252.599         93,503.376         2,184.759         124,157.660
                                        ===============    ===============    ===============    ===============    ===============

Qualified Contracts:
Outstanding at beginning of period...       11,363.088             89.380         22,429.259              0.000          7,273.025
Transfers from accumulation..........            0.000              0.000              0.000              0.000              0.000
Annuity payments.....................       (6,546.927)             0.000         (5,119.590)             0.000         (3,174.485)
Transfers between funds..............            0.000              0.000              0.000              0.000              0.000
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........        4,816.161             89.380         17,309.669              0.000          4,098.540
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>


                                      18

<PAGE>

Note E -  Summary of Changes in Units - Continued

Changes in Units for the Year Ended December 31, 1994


<TABLE>
<CAPTION>

SIERRA ADVANTAGE                                             Short Term
                                                               Global                                                   U. S.
                                         International       Government                              Global          Government
ACCUMULATION PERIOD                      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>

<TABLE>
<CAPTION>
                                          Van Kampen          Van Kampen                           
                                              LIT           LIT Domestic                             Van Kampen        Van Kampen
                                             Money            Strategic          Van Kampen              LIT              LIT
                                            Market             Income            LIT Common           Government        Multiple
ACCUMULATION PERIOD                          Fund               Fund             Stock Fund             Fund            Strategy
<S>                                     <C>                <C>                <C>                <C>                <C>
Non-Qualified Contracts:
Outstanding at beginning of period...      470,416.365        514,099.213      1,585,990.094        562,146.987      1,235,477.125
Purchase payments....................       95,956.177        243,505.408        601,165.155        145,633.331        465,519.757
Surrenders...........................      (53,016.211)        (6,302.835)        (9,704.707)       (15,779.419)       (41,420.840)
Transfers to annuity.................            0.000              0.000              0.000              0.000              0.000
Transfers between funds..............     (340,583.813)         1,330.229        (47,977.474)        53,152.913         (5,916.740)
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period               172,772.518        752,632.015      2,129,473.068        745,153.812      1,653,659.302
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>

<TABLE>
<CAPTION>
                                         Fidelity  VIP                                             Neuberger &        Neuberger &
                                             Asset          Fidelity VIP        Fidelity  VIP      Berman  AMT        Berman AMT
                                            Manager           Overseas            Index 500         Balanced           Partners
                                           Portfolio          Portfolio           Portfolio         Portfolio          Portfolio
<S>                                     <C>                <C>                <C>                <C>                <C>
Outstanding at beginning of period...            0.000              0.000              0.000              0.000              0.000
Purchase payments....................      244,179.110         53,306.655         31,235.853         69,990.072        139,667.643
Surrenders...........................       (2,994.287)            (1.934)             0.000             (2.822)             0.000
Transfers to annuity.................            0.000              0.000              0.000              0.000              0.000
Transfers between funds..............       84,654.738         40,288.713         19,238.481         20,949.699        128,878.741
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........      325,839.561         93,593.434         50,474.334         90,936.949        268,546.384
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>


                                           19
<PAGE>

Note E -  Summary of Changes in Units - Continued

Changes in Units for the Year Ended December 31, 1994 - Continued


<TABLE>
<CAPTION>
VAriety Plus - Continued 
                                                              AGSPC  Stock
                                              AGSPC              Social            AGSPC
                                              Stock            Awareness        International
ACCUMULATION PERIOD                         Index Fund           Fund           Equities Fund
<S>                                     <C>                <C>                <C>
Non-Qualified Contracts:
Outstanding at beginning of period...      515,549.476         28,357.707        402,977.973
Purchase payments....................      193,079.043         21,480.143        278,710.049
Surrenders...........................      (3,0373.387)       (16,487.492)       (28,312.083)
Transfers to annuity.................            0.000              0.000              0.000
Transfers between funds..............       (4,494.926)         7,770.533         27,214.955
                                        ---------------    ---------------    ---------------
Outstanding at end of period.........      673,760.206         41,120.891        680,590.894
                                        ===============    ===============    ===============
</TABLE>

<TABLE>
OTHER CONTRACTS
<CAPTION>
                                                                                                   Van Kampen
                                                               Van Kampen                         High Income         Van Kampen
                                            Van Kampen          Corporate        Van Kampen        Corporate           LIT Money
ACCUMULATION PERIOD                       Comstock Fund         Bond Fund       Reserve Fund       Bond Fund          Market Fund
<S>                                     <C>                <C>                <C>                <C>                <C>
Non-Qualified Contracts:
Outstanding at beginning of period...      365,095.021        226,722.085        536,073.195      3,691,686.193        906,934.270
Purchase payments....................            0.000              0.000              0.000              0.000              0.000
Surrenders...........................      (33,689.933)       (31,013.499)       (98,822.017)      (305,617.624)      (276,250.648)
Transfers to annuity.................       (6,132.477)             0.000              0.000              0.000              0.000
Transfers between funds..............       46,307.060        (25,914.319)       (26,055.498)      (120,200.440)       196,418.195
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........      371,579.671        169,794.267        411,195.680      3,265,868.129        827,101.817
                                        ===============    ===============    ===============    ===============    ===============

Qualified Contracts:
Outstanding at beginning of period...      200,055.262              0.000         80,922.264         71,668.595         30,159.958
Purchase payments....................          549.904              0.000            437.330            954.472              0.000
Surrenders...........................      (36,168.880)             0.000         (2,138.454)             0.000              0.000
Transfers to annuity.................            0.000              0.000              0.000              0.000              0.000
Transfers between funds..............         (231.381)             0.000         (1,146.056)           820.791              0.000
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........      164,204.905              0.000         78,075.084         73,443.858         30,159.958
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>

<TABLE>
<CAPTION>
                                                                                  Van Kampen
                                            Van Kampen          Van Kampen       LIT Domestic                         Van Kampen
                                            LIT Money          LIT Domestic       Strategic        Van Kampen         LIT Common
                                           Market Fund          Strategic        Income Fund       LIT Common         Stock Fund
                                         (Deferred  Load)      Income Fund     (Deferred Load)     Stock Fund       (Deferred Load)
<S>                                     <C>                <C>                <C>                <C>                <C>
Non-Qualified Contracts:
Outstanding at beginning of period...    1,664,269.126        764,147.026      1,337,610.914        409,558.477      2,038,605.732
Purchase payments....................            0.000              0.000              0.000             83.257              0.000
Surrenders...........................     (449,670.189)       (90,138.390)      (279,842.492)      (118,412.813)      (216,864.376)
Transfers to annuity.................       (3,821.260)             0.000         (7,531.261)             0.000        (15,133.587)
Transfers between funds..............       13,004.060        (98,768.257)        19,635.067              0.000        (19,905.745)
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........    1,223,781.737        575,240.379      1,069,872.228        291,228.921      1,786,702.024
                                        ===============    ===============    ===============    ===============    ===============

Qualified Contracts:
Outstanding at beginning of period...      479,512.428         58,279.672        350,133.062          4,202.245        917,581.645
Purchase payments....................       11,786.955              0.000            394.276              0.000         14,118.689
Surrenders...........................      (43,484.664)             0.000        (79,540.515)             0.000       (126,859.194)
Transfers to annuity.................            0.000              0.000              0.000              0.000              0.000
Transfers between funds..............      (20,976.837)             0.000             40.584              0.000         13,235.153
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........      426,837.882         58,279.672        271,027.407          4,202.245        818,076.293
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>


                                      20
<PAGE>

Note E - Summary of Changes in Units - Continued

Changes in Units for the Year Ended December 31, 1994

<TABLE>
OTHER CONTRACTS
<CAPTION>
                                                                                                   Van Kampen
                                                                Van Kampen                         High Income         Van Kampen
                                            Van Kampen          Corporate        Van Kampen        Corporate           LIT Money
ANNUITY PERIOD                            Comstock Fund         Bond Fund       Reserve Fund       Bond Fund          Market Fund
<S>                                     <C>                <C>                <C>                <C>                <C>
Non-Qualified Contracts:
Outstanding at beginning of period...       24,882.973              0.000         84,510.759        135,437.248         26,186.518
Annuity payments.....................       (3,618.075)             0.000        (12,840.625)       (31,894.368)        (3,126.387)
Transfers from accumulation..........        6,132.477              0.000              0.000              0.000              0.000
Transfers between funds..............            0.000              0.000              0.000              0.000              0.000
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........       27,397.375              0.000         71,670.134        103,542.880         23,060.131
                                        ===============    ===============    ===============    ===============    ===============


Qualified Contracts:
Outstanding at beginning of period               0.000              0.000              0.000          6,517.949              0.000
Annuity payments                                 0.000              0.000              0.000           (829.610)             0.000
Transfers from accumulation                      0.000              0.000              0.000              0.000              0.000
Transfers between funds                          0.000              0.000              0.000              0.000              0.000
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period                     0.000              0.000              0.000           5688.339              0.000
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>

<TABLE>
<CAPTION>
                                                                                  Van Kampen
                                            Van Kampen          Van Kampen       LIT Domestic                         Van Kampen
                                            LIT Money          LIT Domestic       Strategic        Van Kampen         LIT Common
                                           Market Fund          Strategic        Income Fund       LIT Common         Stock Fund
                                         (Deferred  Load)      Income Fund     (Deferred Load)     Stock Fund       (Deferred Load)
<S>                                     <C>                <C>                <C>                <C>                <C>
Non-Qualified Contracts:
Outstanding at beginning of period...      759,226.707         20,824.113        215,354.665          3,545.037        136,132.883
Annuity payments.....................     (168,570.425)        (5,871.226)       (58,040.628)          (724.220)       (32,003.242)
Transfers from accumulation..........        3,821.260              0.000          7,531.261              0.000         15,133.587
Transfers between funds..............            0.000              0.000         (48092.497)             0.000         37,221.026
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........      594,477.542         14,952.887        116,752.801          2,820.817        156,484.254
                                        ===============    ===============    ===============    ===============    ===============

Qualified Contracts:
Outstanding at beginning of period...       18,146.507            136.068         27,923.470              0.000         10,542.691
Annuity payments.....................       (6,783.419)           (46.688)        (5,494.211)             0.000         (3,269.666)
Transfers from accumulation..........            0.000              0.000              0.000              0.000              0.000
Transfers between funds..............            0.000              0.000              0.000              0.000              0.000
                                        ---------------    ---------------    ---------------    ---------------    ---------------
Outstanding at end of period.........       11,363.088             89.380         22,429.259              0.000          7,273.025
                                        ===============    ===============    ===============    ===============    ===============
</TABLE>


                                      21
<PAGE>

Note F - Assets Represented By:


<TABLE>
<CAPTION>
                                                                    December 31,1995
ACCUMULATION PERIOD:
                                                         Units        Unit Value       Amount
<S>                                                  <C>              <C>           <C>         
SIERRA ADVANTAGE:
   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
                                                                                    -------------


VAriety Plus:
   Van Kampen LIT Money Market Fund...............       31,023.098     1.477475          45,836
   Van Kampen LIT Domestic Strategic Income Fund..      643,469.587     1.661247       1,068,962
   Van Kampen LIT Common Stock Fund...............    2,193,267.495     2.141736       4,697,400
   Van Kampen LIT Government Fund.................      648,110.420     1.720968       1,115,377
   Van Kampen LIT Multiple Strategy Fund..........    1,387,133.759     2.047678       2,840,403
   Fidelity VIP Asset Manager Portfolio...........      368,506.813     1.831737         675,008
   Fidelity VIP Overseas Portfolio................      150,156.224     1.635732         245,615
   Fidelity VIP Index 500 Portfolio...............      255,919.568     1.533115         392,354
   Neuberger and Berman AMT Balanced Portfolio....      126,436.941     1.616129         204,338
   Neuberger and Berman AMT Partners Portfolio....      573,999.606     1.297141         744,558
   AGSPC Stock Index Fund.........................      648,212.914     2.233330       1,447,673
   AGSPC Social Awareness Fund....................       41,609.618     1.777926          73,979
   AGSPC International Equities Fund..............      478,545.500     1.114674         533,422
                                                                                    -------------
                                                                                      14,084,925
                                                                                    -------------


OTHER CONTRACTS:
Non Qualified:
   Van Kampen Comstock Fund.......................      355,463.749    10.114739       3,595,423
   Van Kampen Corporate Bond Fund.................      137,367.827     4.360496         598,992
   Van Kampen Reserve Fund........................      328,703.184     3.325272       1,093,027
   Van Kampen High Income Corporate Bond Fund.....    2,993,479.694     4.077748      12,206,656
   Van Kampen LIT Money Market Fund...............      702,423.167     2.263550       1,589,970
   Van Kampen LIT Money Market Fund (deferred load)     848,950.504     2.118700       1,798,671
   Van Kampen LIT Domestic Strategic Income Fund..      584,683.467     3.185024       1,862,231
   Van Kampen LIT Domestic Strategic Income Fund  
     (deferred load)..............................      951,382.221     2.920774       2,778,772
   Van Kampen LIT Common Stock Fund...............      288,310.619     4.395486       1,267,265
   Van Kampen LIT Common Stock Fund (deferred load)   1,596,083.456     4.123383       6,581,263


Qualified:
   Van Kampen Comstock Fund.......................      151,148.632    12.826825       1,938,757
   Van Kampen Reserve Fund........................       48,115.813     3.326430         160,054
   Van Kampen High Income Corporate Bond Fund.....       74,802.608     4.102343         306,866
   Van Kampen LIT Money Market Fund...............       22,426.173     2.263550          50,763
   Van Kampen LIT Money Market Fund (deferred load)     371,366.831     2.118700         786,815
   Van Kampen LIT Domestic Strategic Income Fund..       41,117.046     3.393373         139,525
   Van Kampen LIT Domestic Strategic Income Fund  
     (deferred load)..............................      238,660.088     3.085083         736,286
   Van Kampen LIT Common Stock Fund...............        4,202.245     4.058526          17,055
   Van Kampen LIT Common Stock Fund (deferred load)     766,615.798     4.097147       3,140,938
                                                                                    -------------
                                                                                      40,649,329
                                                                                    -------------
Total Accumulation Period.......................................................     462,233,496
                                                                                    -------------
</TABLE>


                                      22
<PAGE>

Note F - Assets Represented By: - Continued
<TABLE>
<CAPTION>

                                                                    December 31,1995
ANNUITY PERIOD:
                                                         Units        Unit Value       Amount
<S>                                                  <C>              <C>           <C>
SIERRA ADVANTAGE:
   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
                                                                                    -------------

OTHER CONTRACTS:
Non Qualified:
   Van Kampen Comstock Fund.......................       24,802.485    10.114739         250,871
   Van Kampen Corporate Bond Fund.................            0.000     4.360496               0
   Van Kampen Reserve Fund........................       59,202.979     3.325272         196,866
   Van Kampen High Income Corporate Bond Fund.....       88,097.148     4.077748         359,238
   Van Kampen LIT Money Market Fund...............       18,851.842     2.263550          42,672
   Van Kampen LIT Money Market Fund (deferred load)     439,584.645     2.118700         931,348
   Van Kampen LIT Domestic Strategic Income Fund..        9,252.599     3.185024          29,470
   Van Kampen LIT  Domestic  Strategic  Income Fund
     (deferred load)..............................       93,503.376     2.920774         273,102
   Van Kampen LIT Common Stock Fund...............        2,184.759     4.395486           9,603
   Van Kampen LIT Common Stock Fund (deferred load)     124,157.660     4.123383         511,950


Qualified:
   Van Kampen Comstock Fund.......................            0.000    12.826825               0
   Van Kampen Corporate Bond Fund.................            0.000     4.379575               0
   Van Kampen Reserve Fund........................            0.000     3.326430               0
   Van Kampen High Income Corporate Bond Fund.....        4,900.348     4.102343          20,103
   Van Kampen LIT Money Market Fund...............            0.000     2.263550               0
   Van Kampen LIT Money Market Fund (deferred load)       4,816.161     2.118700          10,204
   Van Kampen LIT Domestic Strategic Income Fund..           89.380     3.393373             303
   Van Kampen LIT  Domestic  Strategic  Income Fund
     (deferred load)..............................       17,309.669     3.085083          53,402
   Van Kampen LIT Common Stock Fund...............            0.000     4.058526               0
   Van Kampen LIT Common Stock Fund (deferred load)       4,098.540     4.097147          16,792
                                                                                    -------------
                                                                                       2,705,924
                                                                                    -------------
Total Annuity Period............................................................       2,754,277
                                                                                    -------------
Total Contract Owner Reserves...................................................    $464,987,773
                                                                                    =============
</TABLE>


                                      23
<PAGE>

Note F - Assets Represented By: - Continued

<TABLE>
<CAPTION>
                                                                    December 31,1994
ACCUMULATION PERIOD:
                                                         Units        Unit Value       Amount
<S>                                                  <C>              <C>           <C>         
SIERRA ADVANTAGE:
   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
                                                                                    -------------


VAriety Plus:
   Van Kampen LIT Money Market Fund..............       172,772.518     1.422570         245,781
   Van Kampen LIT Domestic Strategic Income Fund.       752,632.015     1.390051       1,046,197
   Van Kampen LIT Common Stock Fund..............     2,129,473.068     1.587803       3,381,184
   Van Kampen LIT Government Fund................       745,153.812     1.491029       1,111,046
   Van Kampen LIT Multiple Strategy Fund.........     1,653,659.302     1.583079       2,617,873
   Fidelity VIP Asset Manager Portfolio..........       325,839.561     1.590509         518,251
   Fidelity VIP Overseas Portfolio...............        93,593.434     1.514590         141,756
   Fidelity VIP Index 500 Portfolio..............        50,474.334     1.134860          57,281
   Neuberger and Berman AMT Balanced Portfolio...        90,936.949     1.326154         120,596
   Neuberger and Berman AMT Partners Portfolio...       268,546.384     0.965260         259,217
   AGSPC Stock Index Fund........................       673,760.206     1.651802       1,112,918
   AGSPC Social Awareness Fund...................        41,120.891     1.299353          53,431
   AGSPC International Equities Fund.............       680,590.894     1.021863         695,471
                                                                                    -------------
                                                                                      11,361,002
                                                                                    -------------


OTHER CONTRACTS:
Non Qualified:
   Van Kampen Comstock Fund......................       371,579.671     7.486244       2,781,736
   Van Kampen Corporate Bond Fund................       169,794.267     3.623990         615,333
   Van Kampen Reserve Fund.......................       411,195.680     3.191319       1,312,257
   Van Kampen High Income Corporate Bond Fund....     3,265,868.129     3.499106      11,427,619
   Van Kampen LIT Money Market Fund..............       827,101.817     2.162877       1,788,919
   Van Kampen LIT Money Market Fund (deferred load)   1,223,781.737     2.034116       2,489,314
   Van Kampen LIT Domestic Strategic Income Fund.       575,240.379     2.644527       1,521,239
   Van Kampen LIT Domestic Strategic Income Fund
     (deferred load)..............................    1,069,872.228     2.436668       2,606,923
   Van Kampen LIT Common Stock Fund...............      291,228.921     3.233513         941,693
   Van Kampen LIT Common Stock Fund (deferred load)   1,786,702.024     3.047783       5,445,480


Qualified:
   Van Kampen Comstock Fund......................       164,204.905     9.493541       1,558,886
   Van Kampen Reserve Fund.......................        78,075.084     3.192430         249,249
   Van Kampen High Income Corporate Bond Fund....        73,443.858     3.520222         258,539
   Van Kampen LIT Money Market Fund..............        30,159.958     2.162877          65,232
   Van Kampen LIT Money Market Fund (deferred load)     426,837.882     2.034116         868,238
   Van Kampen LIT Domestic Strategic Income Fund.        58,279.672     2.817521         164,204
   Van Kampen LIT Domestic Strategic Income Fund
     (deferred load).............................       271,027.407     2.573757         697,559
   Van Kampen LIT Common Stock Fund..............         4,202.245     2.985622          12,546
   Van Kampen LIT Common Stock Fund (deferred load)     818,076.293     3.028400       2,477,462
                                                                                    -------------
                                                                                      37,282,428
                                                                                    -------------
Total Accumulation Period.......................................................     352,504,854
                                                                                    -------------
</TABLE>



                                      24

<PAGE>

Note F - Assets Represented By: - Continued

<TABLE>
<CAPTION>
                                                                    December 31,1994
ANNUITY PERIOD:
                                                         Units        Unit Value       Amount
<S>                                                  <C>              <C>           <C>
OTHER CONTRACTS:
Non Qualified:
Van Kampen Comstock Fund                                 27,397.375   $ 7.486244         205,103
Van Kampen Corporate Bond Fund                                0.000     3.623990               0
Van Kampen Reserve Fund                                  71,670.134     3.191319         228,722
Van Kampen High Income Corporate Bond Fund              103,542.880     3.499106         362,308
Van Kampen LIT Money Market Fund                         23,060.131     2.162877          49,876
Van Kampen LIT Money Market Fund (deferred load)        594,477.542     2.034116       1,209,236
Van Kampen LIT Domestic Strategic Income Fund            14,952.887     2.644527          39,543
Van Kampen LIT Domestic Strategic Income Fund
  (deferred load)                                       116,752.801     2.436668         284,488
Van Kampen LIT Common Stock Fund                          2,820.817     3.233513           9,121
Van Kampen LIT Common Stock Fund (deferred load)        156,464.254     3.047783         476,869


Qualified:
Van Kampen Comstock Fund                                      0.000     9.493541               0
Van Kampen Corporate Bond Fund                                0.000     3.639851               0
Van Kampen Reserve Fund                                       0.000     3.192430               0
Van Kampen High Income Corporate Bond Fund                5,688.339     3.520222          20,024
Van Kampen LIT Money Market Fund                              0.000     2.162877               0
Van Kampen LIT Money Market Fund (deferred load)         11,363.088     2.034116          23,114
Van Kampen LIT Domestic Strategic Income Fund                89.380     2.817521             252
Van Kampen LIT Domestic Strategic Income Fund
  (deferred load)                                        22,429.059     2.573757          57,727
Van Kampen LIT Common Stock Fund                              0.000     2.985622               0
Van Kampen LIT Common Stock Fund (deferred load)          7,273.025     3.028400          22,026
                                                                                    -------------
Total Annuity Period                                                                   2,988,409
                                                                                    -------------
Total Contract Owner Reserves                                                       $355,493,263
                                                                                    =============
</TABLE>


                                      25
<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


                                      26

<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>


                                      27
<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.


                                       28
<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.


                                      29

<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.


                                      30
<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.


                                      31

<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.


                                      32

<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.


                                      33

<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.


                                      34

<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>


                                      35

<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


                                      36

<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.


                                      37

<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


                                      38

<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.


                                      39

<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.


                                      40

<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).


                                      41

<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.


                                      42

<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.


                                      43

<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.


                                      44

<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>


                                      45

<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.


                                      46

<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.


                                      47

<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>


                                      48

<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>


                                      49

<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>


                                      50

<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>


                                      51

<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>


                                      52

<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.


                                      53

<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>


                                      54

<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.


                                      55

<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.


                                      56

<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>


                                      57
<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.


                                      58

<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>


                                      59

<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.


                                      60

<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.


                                      61

<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


                                      62

<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.


                                      63

<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.


                                      64

<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.


                                      65

<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>


                                      66

<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.


                                    67


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